DEF 14A of Nexstar Media Group, Inc., Apr 30, 2025

DEF 14A of Nexstar Media Group, Inc.

Filed Apr 30, 2025 · FY20240000950170-25-061206

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Our Board Nominees

    Our Board Nominees

  3. Our Board Nominees

    | | | | | Board Committee Memberships | | | | Director Nominee | Age | Director Since | Status | Audit | Compensation | Nominating and Governance | | Perry A. Sook Chairman and CEO, Nexstar | 67 | 1996 | | | | | | Geoff Armstrong Former CFO, AMFM | 67 | 2003 | Independent | Chair | | | | Bernadette S. Aulestia Former President, Global Distribution, HBO | 52 | 2021 | Independent | | ● | | | Jay M. Grossman Chair, ABRY Partners, LLC | 65 | 1997 | Independent | | Chair | | | Ellen Johnson CFO, Interpublic Group | 59 | 2024 | Independent | ● | | | | C. Thomas McMillen Partner, Moran Global Strategies | 72 | 2014 | Independent | | | ● | | Lisbeth McNabb Former CFO and COO, Linux Foundation | 64 | 2006 | Independent | ●(1) | | ● | | John R. Muse Investor and Former Board Member, Media General | 74 | 2017 | Independent | | | Chair | | Tony Wells Former Chief Media Officer, Verizon | 60 | 2023 | Independent | | ● | |

  4. Our Board Nominees

    (1) As previously announced by the Company, Mr. Dennis J. FitzSimons, a current member of the Board and its Audit Committee, will not stand for reelection and will resign at the Annual Meeting. The Board has appointed Ms. Lisbeth McNabb to serve on the Audit Committee (and also continue to serve on the Nominating and Corporate Governance Committee) following the departure of Mr. FitzSimons.

  5. Board Independence Board Tenure Board Composition Chairman (1),11% Independent Board Members (8), 89% 12+Years, 4 0-6 Years, 3 7-12 Years, 2 Men 67% Women 33%

    Board Independence Board Tenure Board Composition Chairman (1),11% Independent Board Members (8), 89% 12+Years, 4 0-6 Years, 3 7-12 Years, 2 Men 67% Women 33%

  6. Board Independence Board Tenure Board Composition Chairman (1),11% Independent Board Members (8), 89% 12+Years, 4 0-6 Years, 3 7-12 Years, 2 Men 67% Women 33%

    | Nexstar Media Group, Inc. | 9 | 2025 Proxy Statement |

  7. Board Nominee Background and Experience

    Board Nominee Background and Experience The following table provides information regarding our Board nominees as of April 30, 2025, including certain types of knowledge, skills, and business experiences, which our Board believes are relevant to our business and industry. Three of our nine Board nominees are women and two of our nine Board nominees are members of an ethnic/racial minority.

  8. Board Nominee Background and Experience

    | | Sook | Armstrong | Aulestia | Grossman | Johnson | McMillen | McNabb | Muse | Wells | Overall | | Public Company | ● | ● | ● | ● | ● | ● | ● | ● | ● | 9 of 9 | | Industry | ● | ● | ● | ● | ● | | ● | ● | ● | 8 of 9 | | Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | 9 of 9 | | Operations | ● | ● | ● | | | | ● | ● | ● | 6 of 9 | | Regulatory/Legal | ● | ● | | | | | | | | 2 of 9 | | Financial | ● | ● | ● | ● | ● | | ● | ● | | 7 of 9 | | M&A | ● | ● | | ● | ● | ● | ● | ● | | 7 of 9 | | Information Technology | ● | ● | | | ● | ● | ● | | | 5 of 9 | | Environmental | ● | ● | | | ● | ● | | | ● | 5 of 9 |

  9. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 10 | 2025 Proxy Statement |

  10. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Perry A. Sook Chairman and Chief Executive Officer of Nexstar Media Group, Inc. Age: 67 Tenure: 29 years Status: Chairman and CEO Committee: None | 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 $5.4 billion of net revenue in 2024. He is highly experienced in driving operational excellence, innovating new strategies, and attaining financial objectives under a variety of economic and competitive conditions. Professional Experience • Chairman and Chief Executive Officer of Nexstar since its inception in 1996 • 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 • 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 Other Current Public Company Boards • None Other Board Experience • Joint-Chairman for the National Association of Broadcasters (non-profit) • Director at Broadcasters Foundation of America (non-profit) |

  11. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 11 | 2025 Proxy Statement |

  12. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Geoff Armstrong Former Chief Financial Officer of AMFM Age: 67 Tenure: 22 years Status: Independent Committee: Chair, Audit | 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. Professional Experience • 2000 - Present: Chief Executive Officer, 310 Partners, a private investment firm • 1999 - 2000: Chief Financial Officer, AMFM, Inc. an NYSE publicly traded company • 1998 - 1999: Director and Chief Operating Officer, Capstar Broadcasting Corporation which merged with AMFM in 1999 • Prior: Founder of SFX Broadcasting which went public in 1993 and subsequently served as CFO, COO and a director until the company was sold in 1998 to AMFM Other Current Public Company Boards • Urban One, Inc. (NASDAQ: UONE), largest diversified media company that primarily targets Black Americans and urban consumers in the United States – Director (2021 - Present and 2001 - 2020) – Chair of the Audit Committee (2021 - Present and 2002 - 2020) |

  13. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 12 | 2025 Proxy Statement |

  14. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Bernadette S. Aulestia Former President, Global Distribution at HBO Age: 52 Tenure: 4 years Status: Independent Committee: Compensation | 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. Professional Experience • 2022: Advisor and Chief Revenue and Growth Officer, Callisto Media (private), a technology and media company which leverages audience data to create high-quality content at scale • 2009 – 2019: President, Global Distribution, HBO (2018 – 2019), the premium programming subsidiary of WarnerMedia, and various positions of increasing seniority at HBO (prior to 2018) • Prior: Various positions at Univision Communications, Turner Broadcasting Systems and Kidder Peabody Other Current Public Company Boards • Denny’s Corporation (NASDAQ: DENN), one of America’s largest full-service restaurant chains – Director (2018 - Present) – Chair of Corporate Governance & Nominating Committee • National CineMedia, Inc. (NASDAQ: NCMI), the largest cinema advertising platform in the U.S. – Director (since 2023) – Chair of the Nominating and Governance Committee Other Board Experience • Candoo Tech (private), a monthly subscription-based technical customer support service for aging adults and planned communities – Director (since 2021) |

  15. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 13 | 2025 Proxy Statement |

  16. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Jay M. Grossman Chair, ABRY Partners, LLC Age: 65 Tenure: 28 years Status: Independent Committee: Chair, Compensation | 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. Professional Experience • 1996 – Current: Chair and Former Managing Partner and Co-Chief Executive Officer of ABRY Partners, LLC (“ABRY”), a private equity fund focused on media, communications, business and information services – ABRY helped found Nexstar alongside Perry Sook in 1996 and fully exited its ownership position in the Company in 2013 Other Current Public Company Boards • KORE Group Holdings (NYSE:KORE), a relationship-focused promotional marketing agency providing “internet-of-things” and IT solutions – Director (since 2023) Other Board Experience • 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 |

  17. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 14 | 2025 Proxy Statement |

  18. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Ellen Johnson Chief Financial Officer of The Interpublic Group of Companies, Inc. Age: 59 Tenure: 7 months Status: Independent Committee: Audit | Ms. Johnson’s qualifications to serve on Nexstar’s Board of Directors include her extensive leadership experience in accounting, corporate finance and information technology as well as experience in the marketing and advertising industry. Her experience as the Chief Financial Officer of a publicly traded company provides valuable perspective related to corporate governance, risk management and operating issues. Professional Experience • 2020 – Current: Executive Vice President, Chief Financial Officer, The Interpublic Group of Companies, Inc. (NYSE: IPG) (“IPG”), a values-based, data-fueled and creatively-driven provider of marketing solutions – Oversees global finance, information technology and investor relations – Executive sponsor of ESG programs related to climate action, social programs and governance • 2004 – 2020: Senior Vice President, Finance and Treasurer, IPG |

  19. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 15 | 2025 Proxy Statement |

  20. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | C. Thomas McMillen Partner at Moran Global Strategies Age: 72 Tenure: 11 years Status: Independent Committee: Nominating and Corporate Governance | 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 relevant to Nexstar’s business including broadcasting, cellular, environmental technology, real estate and insurance industries, among others. Professional Experience • 2024 – Present: Partner, Moran Global Strategies, a government relations services firm • 2015 – 2024: President and Chief Executive Officer, LEAD1 Association (formerly the DIA Athletic Directors Association) • 2005 – 2014: CEO and Chairman of the Board, Timios National Corporation (“Timios”) (formerly Homeland Security Capital Corporation) (2011 – 2014) and President (2005 – 2011) • 1987 – 1993: Member of the U.S. House of Representatives representing the 4th Congressional District of Maryland, serving three consecutive terms Other Current Public Company Boards • ScanTech AI Systems, Inc. (NASDAQ: STAI), an innovator of next-generation “fixed-gantry” checkpoint security scanners – Director (since 2025) • Castellum, Inc. (NYSE: CTM), a technology company focused on leveraging the power of information technology to help solve national security challenges – Director (since 2022) Other Board Experience • RCS Capital Corporation – Director (2013 - 2016) |

  21. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 16 | 2025 Proxy Statement |

  22. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Lisbeth McNabb Former Chief Financial Officer and Chief Operating Officer of Linux Foundation Age: 64 Tenure: 19 years Status: Independent Committees: Audit(1) and Nominating and Corporate Governance | 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. Professional Experience • 2023 – Present: Operating Partner, Springcoast Capital Partners, a growth equity firm focused on market-leading software and technology companies • 2018 – 2020: Chief Financial Officer and Chief Operating Officer, Linux Foundation, an open-source technology consortium Other Board Experience • Acronis (private), a global leader in cybersecurity and data protection – Director and Chair of the Audit Committee (since 2021) • ABB E-Mobility (private), global leader in electric vehicle charging solutions – Director and Chair of the Audit and Sustainability Committee (since 2023) • Zoomcar (private), the largest car-sharing platform, headquartered in Bangalore, India – Director (2022 - 2023) • NeoGames (NASDAQ: NGMS), a global provider of iLottery solutions for national and state-regulated lotteries – Director and Chair of Audit, and Member of the Audit, Nominating and Governance and Compensation committees (2021 - 2023) | | (1) As previously announced by the Company, Mr. Dennis J. FitzSimons, a current member of the Board and its Audit Committee, will not stand for reelection and will resign at the Annual Meeting. The Board has appointed Ms. Lisbeth McNabb to serve on the Audit Committee (and also continue to serve on the Nominating and Corporate Governance Committee) following the departure of Mr. FitzSimons. | |

  23. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 17 | 2025 Proxy Statement |

  24. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | John R. Muse Investor and Former Board Member of Media General Age: 74 Tenure: 8 years Status: Independent Committee: Chair, Nominating and Corporate Governance | Mr. Muse has more than 25 years of experience in private equity. His 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. Professional Experience • 2017 – Present: Principal, Muse Family Enterprises • 1989 – 2013: CEO, Hicks, Muse, Tate & Furst, a private equity firm Other Board Experience • Lucchese, Inc. (private), a boot company – Chairman (since 2015) • Free Flow Wines (private), a leading packaging and logistics company serving the wine on tap segment – Chairman (since 2017) • Media General, Inc. (previously publicly traded), a television broadcasting company acquired by Nexstar – Director (2014 - 2017) |

  25. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 18 | 2025 Proxy Statement |

  26. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Tony Wells Former Chief Media Officer, Verizon Age: 60 Tenure: 2 years Status: Independent Committee: Compensation | 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. Professional Experience • 2024 – Present: Venture Partner, AZ-VC, Arizona’s largest venture capital fund • 2021 – 2023: Chief Media Officer, Verizon Communications Inc. (NSYE: VZ) • 2017 – 2021: Chief Brand Officer, USAA and several senior marketing roles • 2007 – 2017: Chief Marketing Officer, 24 Hour Fitness, ADT Security and Schneider Electric NA Other Current Public Company Boards • Yelp Inc. (NYSE: YELP), a community-driven platform that connects people with local businesses – Director (since 2020) – Member of the Compensation Committee Other Board Experience • TripleLift, a private equity-owned programmatic advertising company – Director (since 2023) • Association of National Advertisers – Director (2020 - 2023) |

  27. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 19 | 2025 Proxy Statement |

  28. Compensation of Directors

    Compensation of Directors

  29. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information concerning compensation to each of our independent directors during the year ended December 31, 2024:

  30. 2024 Director Compensation Table

    | | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Geoff Armstrong | 127,500 | 249,911 | 377,411 | | Bernadette S. Aulestia | 110,000 | 249,911 | 359,911 | | Dennis J. FitzSimons | 115,000 | 249,911 | 364,911 | | Jay M. Grossman | 120,000 | 249,911 | 369,911 | | Ellen Johnson(3) | 57,500 | 90,314 | 147,814 | | C. Thomas McMillen | 110,000 | 249,911 | 359,911 | | Lisbeth McNabb | 115,000 | 249,911 | 364,911 | | John R. Muse | 115,625 | 249,911 | 365,536 | | Tony Wells | 110,000 | 243,503 | 353,503 |

  31. 2024 Director Compensation Table

    (1) Represents the grant date fair value of time-based restricted stock units (“RSUs”) awarded to each director in 2024 computed in accordance with FASB Accounting Standards Codification Topic 718. See the Notes to the Company’s Consolidated Financial Statements in our 2024 Form 10-K for a discussion of the assumptions made in the valuation of these awards. (2) The RSUs granted to each director in 2024, which are also the unvested stock awards of each director as of December 31, 2024, were as follows (in shares):

  32. 2024 Director Compensation Table

    | | Unvested Stock Awards | | Geoff Armstrong | 1,560(a) | | Bernadette S. Aulestia | 1,560(a) | | Dennis J. FitzSimons | 1,560(a) | | Jay M. Grossman | 1,560(a) | | Ellen Johnson | 571(b) | | C. Thomas McMillen | 1,560(a) | | Lisbeth McNabb | 1,560(a) | | John R. Muse | 1,560(a) | | Tony Wells | 1,520(a) |

  33. 2024 Director Compensation Table

    (a) These RSUs were granted on March 20, 2024 and vested in full on March 20, 2025. The RSUs granted in 2024 were comprised of (i) 1,162 RSUs in respect of each director’s service during 2024 and (ii) 398 RSUs (or 358 RSUs for Mr. Wells) in respect of each director’s service during 2023 that was not granted in 2023 due to administrative error. (b) These RSUs were granted on October 1, 2024 which vest in full on October 1, 2025. Represents fees earned or paid in cash from Ms. Johnson’s appointment date of October 1, 2024 through December 31, 2024.

  34. 2024 Director Compensation Table

    | Nexstar Media Group, Inc. | 29 | 2025 Proxy Statement |

  35. 2024 Stockholder Outreach

    | 2024 STOCKHOLDER OUTREACH FEEDBACK REGARDING EXECUTIVE COMPENSATION | | | Stockholder Input | Company Response | | Preference for a longer measurement period than one year for the TSR LTIP performance metric | • Mr. Sook has agreed to include this concept in any extension, renewal or replacement of his existing CEO employment contract, which expires March 2026 • Changed LTIP structure for 2025 awards to NEOs (except the CEO) to reflect a 2-year measurement period (matching the cyclicality of the company’s business) | | Preference to cap the payout related to LTIP TSR metrics at “target” levels (versus “maximum” levels) if absolute TSR is negative | • Mr. Sook has agreed to include this concept in any extension, renewal or replacement of his existing CEO employment contract, which expires March 2026 • Changed LTIP structure for 2025 awards to NEOs (except the CEO) to reflect a cap at target if absolute TSR is negative | | Preference to have a longer vesting period than two-years for the LTIP | • Mr. Sook has agreed to include this concept in any extension, renewal or replacement of his existing CEO employment contract, which expires March 2026 • Changed LTIP structure for 2025 awards to NEOs (except the CEO) to reflect a 3-year vesting period | | Increase executive compensation target and goal setting disclosure | We substantially increased disclosure regarding executive compensation targets and goals, included in the “Compensation Discussion and Analysis” section herein |

  36. 2024 Stockholder Outreach

    | 2024 STOCKHOLDER OUTREACH FEEDBACK REGARDING EXECUTIVE COMPENSATION | | | Include more than one performance-based metric in the structure of LTIP awards | • Mr. Sook has agreed to include this concept in any extension, renewal or replacement of his existing CEO employment contract, which expires March 2026 • Changed LTIP structure for 2025 awards to NEOs (except the CEO) to include two metrics: (i) Relative TSR and (ii) Cumulative Adjusted Free Cash Flow | | Eliminate use of or disclose more detailed rationale for use of one-time awards | • We do not plan to use one-time awards as part of our regular compensation plans going forward. If we do use them in the future under special circumstances, such as the circumstances described below, we will provide more description in the proxy statement as to the rationale. • In 2023, two one-time awards were allocated but not adequately explained in our Proxy. One was paid to the Company’s incoming/new President and Chief Operating Officer who joined the Company in August 2023 from Fox Corporation where he was leaving a substantial pay package and the guaranteed bonus was used as enticement to accept employment with the Company. The second award was to the Chief Financial Officer in connection with the extension of her employment contract in December 2023 in recognition of her contributions to the Company. With these explanations, the stockholders that raised these issues were satisfied. • No such one-time awards were made to NEOs during 2024. |

  37. Letter from the Chair of the Compensation Committee

    Letter from the Chair of the Compensation Committee April 30, 2025 Dear Shareholders, I am the Chair of the Compensation Committee of Nexstar Media Group’s Board of Directors and the Chair of ABRY Partners, LLC, a private equity fund, which helped form Nexstar in 1996. I have served as a Board member and advisor to Nexstar since that time and have witnessed firsthand the incredible shareholder value created since the Company’s 2003 IPO. In 2022 we structured the compensation package for our CEO’s current employment in consultation with Meridian Compensation Partners, a leading executive compensation consulting firm. We reviewed best practices for CEO compensation structures, acknowledging that “best practices” differ for founder CEOs. We believe the contract we entered into with Mr. Sook at the time addressed the then current executive compensation and governance expectations. As a shareholder, you know that Mr. Sook has performed, with his compensation consistently aligning with stock performance as outlined in more detail in this proxy statement. I have had the pleasure and privilege of participating in our annual stockholder outreach calls for the past several years, including 20 calls since our 2024 proxy was filed. I have heard directly from you that our CEO is universally admired and respected. We agree and, like you, are focused on retaining and incentivizing Mr. Sook to drive value for Nexstar shareholders. I also heard directly from you that you would prefer to modify certain elements of his LTIP awards to conform with what are today considered best practices (and which differ from those in 2022 when the current contract was entered into). These changes include increasing the length of the measurement and vesting periods, increasing the number of metrics by which vesting is achieved, and capping payouts related to TSR metrics if absolute TSR is negative. We agree that these are prudent changes to make to an LTIP program and, in response, have made all of these changes to the LTIP awards for our non-CEO NEOs and other senior executives. In addition, I am happy to inform you that upon any extension, renewal or replacement of his contract as CEO, which expires in March 2026, Mr. Sook has agreed to include these concepts in the structure of any new LTIP awarded to him. Our objective as the Board and as the Compensation Committee is to make sure we have best-in-class executives leading the Company and to compensate them appropriately. Sincerely, Jay Grossman Board Member and Chairperson, Nexstar Media Group, Inc. Compensation Committee

  38. Summary of Key Actions Taken and Changes Made to Long-Term Incentive Program as a Result of Stockholder Feedback

    Summary of Key Actions Taken and Changes Made to Long-Term Incentive Program as a Result of Stockholder Feedback Subsequent to our 2024 Annual Meeting and based on the results of our “say-on-pay” vote, we (i) engaged our compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to complete a comprehensive analysis of our short and long-term incentive plan design including in comparison to the 2024 Peer Group (as defined below in the section of this Compensation Discussion and Analysis entitled “Defining the Market – Benchmarking”) and (ii) conducted an extensive stockholder outreach program to gather feedback from our stockholders, as discussed above in the section entitled “Stockholder Outreach—2024 Stockholder Outreach.” Using these insights, we have made a number of changes to the long-term incentive compensation program (LTIP) for our senior executives starting in 2025, excluding our CEO whose employment contract governs the terms of his compensation program including short and long-term incentive structure, and is not set to expire until March 31, 2026, to better align with peers and respond to stockholder preferences as described in this proxy statement. Mr. Sook, however, has agreed to changes, responsive to stockholder requests, to the structure of his long-term incentive awards in connection with any extension, renewal, or replacement of his current CEO employment contract upon its termination. The changes that Mr. Sook has agreed to make are outlined below.

  39. Key Changes Made to the Nexstar Non-CEO Senior Executive LTIP

    Key Changes Made to the Nexstar Non-CEO Senior Executive LTIP • Conforming performance restricted stock unit (or “PSU”) metrics across the entire senior executive team • Implementing 3-year cliff vesting for PSUs with a 2-year performance measurement period designed to mirror the Company’s business cycle in which the Company’s generates a significant amount of incremental cash flow from increased advertising activity in political election years (full implementation will occur in 2026 with partial implementation in 2025 to bridge senior executives from the old structure to the new structures) (1) • Increasing number of performance metrics to two • Using Cumulative Adjusted Free Cash Flow and Relative TSR as performance metrics which align with our Company’s goals and are the two most commonly used metrics among the 2024 Peer Group Weighting the Cumulative Adjusted Free Cash Flow and Relative TSR performance metrics equally, consistent with the common practice we observed among the 2024 Peer Group

  40. Key Changes Made to the Nexstar Non-CEO Senior Executive LTIP

    | Nexstar Media Group, Inc. | 39 | 2025 Proxy Statement |

  41. Key Changes Made to the Nexstar Non-CEO Senior Executive LTIP

    Including a payout leverage mechanic of 50% at threshold (zero below threshold) and 150% at maximum, consistent with the common practice we observed among the 2024 Peer Group(2) • Capping any payout related to the Relative TSR at 100% if absolute TSR is negative, in response to stockholder requests, despite this term being off market relative to the 2024 Peer Group • Moving RSU vesting to 3-year, annually ratable vesting, consistent with observed practices among the 2024 Peer Group • Reducing number of PSU and RSU grants issued in 2025 from the number issued in 2024 on a pro rata basis for change from 4-year vesting to 3-year vesting (1) New vesting structure will begin with 2026 grants, while 2025 grants reflect a hybrid vesting structure to bridge senior executives from their prior 4-year annually ratable vesting to new 3-year cliff vesting. The PSUs granted in 2025 will vest in three annual tranches as follows: a first tranche of 25% vests after one year, a second tranche of 25% vests after two years and a third tranche of 50% vests after three years. The performance measurement period for the second and third tranches is a cumulative two-year period ending December 31, 2026, while the performance measurement period for first tranche is a one-year performance measurement period ending December 31, 2025. In 2026, the PSU vesting and measurement will follow the go-forward LTIP structure as described above (i.e., all PSUs subject to 3-year cliff vesting with a 2-year performance measurement period). (2) Pursuant to his employment contract, the Company’s President and Chief Operating Officer’s threshold performance for payout is the 35th percentile and payout leverage is subject to a threshold of 80% and a maximum of 200% for the relative TSR metric.

  42. Rationale for Changes

    Rationale for Changes The adjustments adopted to our LTIP structure for our non-CEO senior executives are aligned with feedback we received from stockholders in our outreach discussions and are consistent with the practice of the 2024 Peer Group. The structure of the new LTIP is also now consistent across the non-CEO senior executives of the Company who receive PSUs. Previously, non-CEO senior executives had different LTIP metrics, however, this new structure will align the senior management team to the same goals. The new LTIP plan provides for three-year annually ratable vesting for RSUs consistent with peers. It also provides for three-year cliff vesting for PSUs, versus the Company’s pre-existing four-year, ratable vesting structure, providing a longer-term incentive. The new structure includes two performance metrics for PSUs, measured over a two-year period, mirroring the Company’s business cycle, intended to diversify the basis on which its senior executives earn the performance portion of their long-term compensation. The two metrics are based on (i) the market performance of the Company’s stock relative to peers and (ii) the ability of the Company to achieve its Cumulative Adjusted Free Cash Flow target. We believe these metrics are appropriate as (a) the Relative TSR reflects the impact the Company’s performance and capital allocation activities have on the stock price, aligned with how many of our stockholders assess performance, and (b) the Cumulative Adjusted Free Cash Flow metric measures the management team’s ability to achieve its Cumulative Adjusted Free Cash Flow targets to generate cash to use to create stockholder value, a core focus for Nexstar. The new plan enables the Compensation Committee, consistent with past practice, to adjust the target to reflect the impact of significant occurrences such as changes in capital allocation, unbudgeted or un-forecasted mergers, acquisitions or divestitures, other specified corporate transactions, accounting or tax law changes, and other extraordinary or non-recurring events. We chose not to reflect the Cumulative Adjusted Free Cash Flow metric on a per share basis, as per share metrics are not consistent with our peer group. In addition, we believe that capital allocation strategies may change based on stock price and opportunities that are available to the Company. Therefore, per share impacts of capital allocation strategies are better reflected in the Relative TSR metric. In addition, both metrics are distinct from the metrics used to determine senior executive short term incentive compensation.

  43. Mr. Sook Has Agreed to Make Changes to the Structure of his LTIP in any New, Renewed or Extended CEO Employment Contract

    Mr. Sook Has Agreed to Make Changes to the Structure of his LTIP in any New, Renewed or Extended CEO Employment Contract Mr. Sook’s current employment contract, which contains the structure of his long-term incentive compensation, extends through March 31, 2026 and cannot be unilaterally reset without Mr. Sook’s agreement. Given the limited duration of his employment contract, the potential disruption of renegotiating its terms at this point in time, and the importance of Mr. Sook to the Company, a sentiment echoed by many of the stockholders we spoke to in connection with our annual stockholder outreach, the Compensation Committee decided not to ask Mr. Sook to amend the terms of his employment contract or long-term incentive compensation at this time. Mr. Sook’s current employment contract expires on March 31, 2026. If that agreement is extended, renewed or replaced, Mr. Sook has agreed to make the following changes to the structure of his LTIP that are responsive to our stockholder’s input. Those changes include: • Extending the measurement period for the TSR performance metric beyond one year, • Capping the payout related to the LTIP TSR metric at the “target” level if absolute TSR is negative, • Extending the vesting period for the LTIP beyond two years, and • Including more than one performance-based metric in the structure of the LTIP award.

  44. 3-Year CEO Pay versus Performance Comparison

    3-Year CEO Pay versus Performance Comparison Percentile 3-Year Cumulative CEO Compensation (SCT) 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Performed Worse, Paid Higher Company C Company D Company A NXST Performed Better, Paid Higher Company E Company F Company G Company H Company I Company K Company L Performed Worse, Paid Lower Company N Company O Company J Company M Performed Better, Paid Lower 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Percentile 3-Year Cumulative TSR Peer compensation data sourced from 2024 proxy Summary Compensation Tables

  45. 3-Year CEO Pay versus Performance Comparison

    | Nexstar Media Group, Inc. | 42 | 2025 Proxy Statement |

  46. Nexstar Equity Compensation Share Use

    Nexstar Equity Compensation Share Use Meridian also completed an analysis comparing Nexstar’s use of equity compensation versus the 2024 Peer Group as a percentage of market capitalization and shares outstanding for the 2021 – 2023 period. Nexstar’s use of equity compensation is below the median of the 2024 Peer Group, as shown in the graph below.

  47. Compensation Philosophy and Objectives

    | | What we do: | | What we don't do: | | | Pay for performance and pay for sustained performance over multi-year performance periods | ✘ | Guarantee increases to base salaries under employment contracts with Named Executive Officers | | | Establish challenging performance metrics and goals | ✘ | Guarantee annual bonuses, except in special instances such as recruiting external talent | | | Ensure substantial percentage of pay is at-risk of forfeiture by performance achievement and/or continued service to the Company | ✘ ✘ ✘ ✘ | Provide excessive perquisites Pay dividends on equity-based awards before vesting Provide gross-ups for severance or change of control payments Reprice stock options without stockholder approval (Company has no stock options outstanding and does not currently grant new awards of stock options or similar instruments) | | | Utilize an independent compensation consultant | | | | | Cap performance-based incentive payouts at a maximum percentage of base salary | | | | | Enforce robust stock ownership guidelines for our Chief Executive Officer, our other executives, and our non-employee directors(1) | | | | | Evaluate officer compensation levels against a peer group of similarly situated media and broadcasting companies | | | | | Prohibit hedging transactions by directors, officers, other employees(2) | | | | | Recoup incentive-based compensation that was erroneously received based on any financial restatement(3) | | |

  48. Role of Compensation Consultant in Compensation Decisions

    Role of Compensation Consultant in Compensation Decisions The Compensation Committee has retained 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 typically 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 2024, 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 2024.

  49. 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. In making compensation decisions for our Named Executive Officers in 2024, the “peer group” is comprised of the following companies (the “2024 Peer Group”):

  50. Defining the Market—Benchmarking

    | Nexstar Media Group, Inc. | 45 | 2025 Proxy Statement |

  51. Peer Group Companies

    Peer Group Companies

  52. Peer Group Companies

    | AMC Networks Inc. | Paramount Global | | Clear Channel Outdoor Holdings, Inc. | Sinclair, Inc. | | Fox Corporation | TEGNA Inc. | | Gray Media, Inc.(1) | The Interpublic Group of Companies, Inc.(2) | | iHeartMedia, Inc. | The E.W. Scripps Company | | Omnicom Group Inc. | SiriusXM Holdings Inc.(3) | | News Corporation(2) | Warner Bros. Discovery, Inc. |

  53. Peer Group Companies

    (1) In December 2024, Gray Television, Inc. changed its name to Gray Media, Inc. effective on January 1, 2025. (2) For purposes of any TSR calculations in connection with PSU awards referencing the “peer group” list in this proxy statement, these companies shall be excluded. News Corporation is deemed to be no longer comparable to the Company, and The Interpublic Group of Companies, Inc. is being merged with Omnicom Group Inc. which deal is expected to close during 2025. (3) In September 2024, The Liberty SiriusXM Group merged with Sirius XM Holdings Inc. (NASDAQ: SIRI).

  54. 2024 Peer Group Selection

    2024 Peer Group Selection We selected our 2024 Peer Group based on a number of factors with the primary factor being whether a company has business similarities to Nexstar. Secondary factors included the size of the company, its capital structure and whether or not it pays a dividend. In addition, we sought to maintain a large enough group of comparable companies to provide meaningful information. Because Nexstar has increased its scale over the years through acquisitions, at the time of the 2024 Peer Group determination many of its traditional local broadcasting peers such as Gray Media, Inc., Sinclair, Inc., TEGNA Inc., The E.W. Scripps Company, were – and currently are – considerably smaller than the Company. As a result, the Company also looked to larger companies with similar business models, such as Fox Corporation and Paramount Global, which own television stations and cable networks like Nexstar does. Other companies which operate in the media industry more broadly, including AMC Networks Inc., Clear Channel Outdoor Holdings, Inc., iHeartMedia, Inc., Omnicom Group, Inc., News Corporation, The Interpublic Group of Companies, Inc., SiriusXM Holdings Inc. and Warner Bros. Discovery, Inc. were also included to round out the 2024 Peer Group.

  55. Compensation Risk Considerations

    Stock ownership guidelines which require executives to hold stock, RSUs and/or PSUs focus executives on the long-term performance of the Company and its stock price; • A compensation mix is balanced among fixed and variable components, annual and long-term compensation, and cash and equity that reward performance in the Company’s and our executives’ long-term best interests; • Incentive compensation plans that cap the maximum payout and discourage excessive risk-taking; • Discretion to reduce payments under our short-term cash incentive program; • Adoption of a clawback policy in accordance with the 2023 SEC and exchange listing rules; and • A general prohibition against hedging or pledging any Company securities. We believe that our executive compensation program appropriately rewards our executive officers for sustained performance, without giving unnecessary weight to any one factor or type of compensation, and discourages excessive risk-taking. Our compensation structure is designed to encourage sustained performance over a long-term period. Based on the foregoing, the Compensation Committee has concluded that the risks arising from our compensation policies and programs are not reasonably likely to have a material adverse effect.

  56. Key Metrics Used for Performance Measures

    Key Metrics Used for Performance Measures

  57. Short-Term Incentive Compensation

    Short-Term Incentive Compensation For purposes of determining eligibility for annual cash bonus payments, the Company utilizes Net Revenue and Adjusted EBITDA (which is calculated in a manner consistent with the calculation of EBITDA that is referenced in the employment agreement) compared to budgets (i.e. “targets”) approved by the Board of Directors. Budgets take into consideration the overall market environment for the Company as well as the Company’s assets and operational initiatives. Historically, budgets have been set to incentivize management to achieve its best. In the past three years, not all NEOs have achieved target payouts, demonstrating the rigor of the targets that are set. Net revenue represents revenue recognized, net of allowances and credits, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The 2023 definition of Adjusted EBITDA is used for performance measures pursuant to all short-term incentive compensation awarded in 2024 and prior as described in this document. Refer to Appendix A for the 2023 definition of Adjusted EBITDA and reconciliation to the most directly comparable U.S. GAAP measure.

  58. Short-Term Incentive Compensation

    | Nexstar Media Group, Inc. | 47 | 2025 Proxy Statement |

  59. Long-Term Incentive Compensation

    Long-Term Incentive Compensation For purposes of determining eligibility for performance vesting under stock-based long-term incentive awards, the Company utilizes Company total stockholder return against a peer group. Total stockholder return and the related peer groups are defined in the applicable employment agreements (see “Employment Agreements” section below). For additional information on the performance of these measures, see discussion in the “Elements of Compensation—Annual Cash Bonuses” and “Elements of Compensation—Stock-Based Long-Term Incentive Compensation”.

  60. Elements of Compensation

    Elements of Compensation The principal elements of the Company’s executive compensation consist of (i) base salary, (ii) annual cash bonuses, (iii) restricted stock units (performance-based and time-based), (iv) perquisites and other compensation, (v) health benefits, and (vi) severance benefits and change in control provisions. The elements of executive compensation are structured to pay for performance and strike a balance between performance and risk taking. We achieve these goals by offering both short-term and long-term incentive awards, which include a mix of both time- and performance-based vesting requirements, each of which aligns the interests of our executives with our stockholders and encourages focus on both short and long-term success. The compensation mix delivered in 2024 to the CEO and other NEOs based on the values disclosed in the Summary Compensation Table, was as follows: CEO FY 2024 Mix of Pay Base Salary 8% 92% At Risk Compensation Other NEOs FY 2024 Average Mix of Pay Base Salary 30% 70% At Risk Compensation CEO FY 2024 Mix of Pay Base Salary 8% 78% Long-Term Compensation RSUs (time-vesting) 32% Cash Bonus 14% PSUs (Performance) 45% Other NEOs FY 2024 Average Mix of Pay 41% Long-term Compensation Base Salary 30% RSUs (time-vesting) 21% PSUs (performance) 20% Cash Bonus 30%

  61. Summary Compensation Structure for CEO and Other NEOs

    | COMPONENTS OF COMPENSATION, RATIONALE AND PROCESS | | | | Component | CEO | Other NEOs | | | | – For Other NEOs: 100% of Base Salary or such other amount as approved by the CEO and Compensation Committee • Payout Leverage: – For COO: 0% to 200% of Target depending on achievement levels – For Other NEOs: None • CEO determines and recommends discretionary payout • Compensation Committee reviews performance metrics and proposed discretionary payout based on key accomplishments and approves overall payout | | Restricted Stock Units Equity Time-Based Awards | • Designed to retain executives and align interest with stockholders • Reflects 50% of equity award • Vesting Period: 2 Years, Ratable annually • Compensation Committee annually sets award dollar amount • Total CEO compensation annually reviewed (but subject to the terms of the employment agreement) by the Compensation Committee with market and other perspective provided by Meridian | • Designed to retain executives and align interest with stockholders • Vesting Period: 4 Years, Ratable • Reflects 50% of equity award • CEO recommends annual grants to Compensation Committee which reviews and approves all grants • Structure revised in 2025 to reflect 3-year annually ratable vesting | | Performance Restricted Stock Units Equity Performance Metrics | • Designed to align pay and performance as they are only earned if specific performance targets are met • Reflects 50% of equity award • Performance Metric: Relative TSR • Measurement Period: 1 Year; 1 measurement • Vesting Period: 2 Years, Ratable annually • Payout Leverage: 0% to 200% of Target depending on achievement levels (Threshold: 35th percentile, Target: 51st percentile, Stretch: 66th percentile; Max: 81st percentile) • Compensation Committee annually sets target award dollar amount | • Designed to align pay and performance as they are only earned if specific performance targets are met • Reflects 50% of equity award • Performance Metric: − For COO: Relative TSR − For CFO: Achieving midpoint of peer TSR ranking − For President, Networks: Achieving 90% of budgeted net revenue and Adjusted EBITDA for the network’s division − For President, Distribution: Achieving 95% of budgeted distribution revenue |

  62. Base Salary

    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. On December 18, 2023, Ms. Gliha entered into an amended and extended employment agreement pursuant to which her annual base salary increased from $700,000 to $1,000,000 effective January 1, 2024. Our NEOs’ employment agreements generally provide for discretionary adjustments to base salary. Our NEOs base salaries were not increased in 2024, other than Ms. Gliha pursuant to her amended employment agreement. See the “Employment Agreements” section of this Proxy Statement for a discussion of the employment agreements with our Named Executive Officers.

  63. 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 2024 are as follows:

  64. Annual Cash Bonuses

    | NEO | Base Salary | Target Bonus (% of Base Salary) | Financial Weighing | Discretionary Weighing | Financial Performance (% of Target) | Discretionary Performance (% of Target) | Bonus Payout | | Perry A. Sook | $3,000,000 | 200% | 70% | 30% | 78% | 95% | $5,001,668 | | Chairman and Chief Executive Officer | | | | | | | | | Michael Biard | 2,000,000 | 125% | 50% | 50% | 74% | 95% | 2,106,497 | | President and Chief Operating Officer | | | | | | | | | Lee Ann Gliha | 1,000,000 | 100% | 50% | 50% | 100% | 95% | 975,000 | | EVP and Chief Financial Officer | | | | | | | | | Dana Zimmer | 1,200,000 | 100% | N/A | 100% | N/A | 95% | 1,140,000 | | President, Distribution and Strategy | | | | | | | | | Sean Compton | 1,000,000 | 100% | 70% | 30% | 100% | 95% | 985,000 | | President, Networks | | | | | | | |

  65. Annual Cash Bonuses

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  66. Annual Bonus Opportunity and 2024 Actual Results – Mr. Sook

    Annual Bonus Opportunity and 2024 Actual Results – Mr. Sook As provided in his employment agreement, as amended on August 1, 2022, 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:

  67. Annual Bonus Opportunity and 2024 Actual Results – Mr. Sook

    | Component | Weight | No Payout | Threshold | Target | Maximum | | Adjusted EBITDA(a) | 35% | < 85% of Target | 85% of Target | Budget(d) | 105% of Target | | Net Revenues(a) | 35% | < 85% of Target | 85% of Target | Budget(d) | 105% of Target | | Individual Performance(b) | 30% | Discretionary | | | | | Payout Opportunity(c) | 100% | 0% (no payout) | 100% of Base Salary | 200% of Base Salary | 400% of Base Salary |

  68. Annual Bonus Opportunity and 2024 Actual Results – Mr. Sook

    (a) As defined in Mr. Sook’s employment agreement which is consistent with the Company’s presentation of non-GAAP financial metrics during 2023. In 2024, the Company changed its external presentation of financial metrics. A reconciliation is provided in this document and on the Company’s website. (b) Individual performance is determined at the Compensation Committee’s discretion based on the executive’s achievement of objectives established by the compensation committee. (c) Payouts are interpolated for performance between Threshold, Target and Maximum levels. (d) Budget reflects the annual budget approved by the Board of Directors in Q1 of each fiscal year.

  69. Annual Bonus Opportunity and 2024 Actual Results – Mr. Sook

    | ($ in millions, except payout amounts) | | Bonus Criteria / Payouts | | | | Actual as a % of Target | | Component | Criteria | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual | | | Adjusted EBITDA(a) | 35% earned if the Company achieves its Adjusted EBITDA Target for the applicable year | $1,821(a) | $2,142(a) | $2,249(a) | $1,971(a) | 92% | | Adjusted EBITDA Bonus Payout (35% of Total) | | $1,050,000 | $2,100,000 | $4,200,000 | $1,543,915 | 74% | | Net Revenue | 35% earned if the Company achieves its Net Revenue Target for the applicable year | $4,840 | $5,694 | $5,979 | $5,407 | 95% | | Net Revenue Bonus Payout (35% of Total) | | $1,050,000 | $2,100,000 | $4,200,000 | $1,747,751 | 83% | | Individual Performance | 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 | | | Individual Performance Bonus Payout (30% of Total) | | $900,000 | $1,800,000 | $3,600,000 | $1,710,000 | 95% | | Total Bonus Payout | | $3,000,000 | $6,000,000 | $12,000,000 | $5,001,666 | 83% |

  70. Annual Bonus Opportunity and 2024 Actual Results – Mr. Sook

    (a) As defined in Mr. Sook’s employment agreement which is consistent with the Company’s presentation of non-GAAP financial metrics during 2023. In 2024, the Company changed its external presentation of financial metrics. A reconciliation is provided in this document and on the Company’s website.

  71. Annual Bonus Opportunity and 2024 Actual Results – Mr. Sook

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  72. Annual Bonus Opportunity and 2024 Actual Results – Mr. Sook

    For his 2024 annual bonus, Mr. Sook earned 95% of the discretionary portion of his bonus. The discretionary portion of his bonus was not fully achieved as the Company did not meet its overall budget goals, however, Mr. Sook did accomplish a number of individual performance achievements during 2024, supporting his payout, including: Leading the Company in achieving a record annual net revenue of $5.4 billion, net income of $683 million and Adjusted EBITDA of $2.0 billion, • Directing a cost reduction program in the fourth quarter of 2024 to reduce run-rate operating expenses in 2025 by low-to-mid eight figures, • Successfully transitioning the direct reporting of the leaders of the Company’s major business units to Mr. Biard, the Company’s President and Chief Operating Officer, • Instituting an internal government relations function to further the Company’s efforts regarding deregulation and hiring Scott Weaver, a seasoned lobbyist, to lead the effort, 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.

  73. Annual Bonus Opportunity and 2024 Actual Results – Mr. Biard

    Annual Bonus Opportunity and 2024 Actual Results – Mr. Biard As provided in his employment agreement dated August 21, 2023, Mr. Biard is eligible to receive an annual bonus with a “Target” amount equal to 125% 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. Biard:

  74. Annual Bonus Opportunity and 2024 Actual Results – Mr. Biard

    | Component | Weight | No Payout | Threshold | Target | Maximum | | Adjusted EBITDA(a) | 50% | < 85% of Target | 85% of Target | Budget(d) | 105% of Target | | Individual Performance(b) | 50% | Discretionary | | | | | Payout Opportunity(c) | 100% | 0% (no payout) | 62.5% of Base Salary | 125% of Base Salary | 250% of Base Salary |

  75. Annual Bonus Opportunity and 2024 Actual Results – Mr. Biard

    (a) As defined in Mr. Biard’s employment agreement which is consistent with the Company’s presentation of non-GAAP financial metrics during 2023. In 2024, the Company changed its external presentation of financial metrics. A reconciliation is provided in this document and on the Company’s website. (b) Individual performance is determined at the CEO and Compensation Committee’s discretion based on the executive’s achievement of objectives established by the CEO and/or Compensation Committee. (c) Payouts are interpolated for performance between Threshold, Target and Maximum levels. (d) Budget reflects the annual budget approved by the Board of Directors in Q1 of each fiscal year.

  76. Annual Bonus Opportunity and 2024 Actual Results – Mr. Biard

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  77. Annual Bonus Opportunity and 2024 Actual Results – Mr. Biard

    | ($ in millions, except payout amounts) | | Bonus Criteria / Payouts | | | | Actual as a % of Target | | Component | Criteria | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual | | | Adjusted EBITDA(a) | 50% earned if the Company achieves its Adjusted EBITDA Target for the applicable year | $1,821(a) | $2,142(a) | $2,249(a) | $1,971(a) | 92% | | Adjusted EBITDA Bonus Payout (50% of Total) | | $625,000 | $1,250,000 | $2,500,000 | $918,997 | 74% | | Individual Performance | 50% earned at the discretion of our Chief Executive Officer and/or Compensation Committee | | | | Approved by the Compensation Committee | | | Individual Performance Bonus Payout (50% of Total) | | $625,000 | $1,250,000 | $2,500,000 | $1,187,500 | 95% | | Total Bonus Payout | | $1,250,000 | $2,500,000 | $5,000,000 | $2,106,497 | 84% |

  78. Annual Bonus Opportunity and 2024 Actual Results – Mr. Biard

    As defined in Mr. Biard’s employment agreement which is consistent with the Company’s presentation of non-GAAP financial metrics during 2023. In 2024, the Company changed its external presentation of financial metrics. A reconciliation is provided in this document and on the Company’s website. For his 2024 annual bonus, Mr. Biard earned 95% of the discretionary portion of his bonus. The discretionary portion of his bonus was not fully achieved as the Company did not meet its overall budget goals, however, Mr. Biard had a number of individual performance achievements during 2024, supporting his payout, including: • Successfully transitioned all major business units, including all revenue-generating efforts to Mr. Biard’s oversight from Mr. Sook, • Directed the strategy behind key CW Sports agreements, including the early launch of the NASCAR Xfinity Series, the launch of WWE and Pac-12 Football, • Oversaw the negotiation of new affiliation agreements with CBS and NBC and directed strategy on key vMVPD and CW affiliate renewals, and Successfully renegotiated key vendor contracts at considerable savings to the Company.

  79. Annual Bonus Opportunity and 2024 Actual Results – Mr. Biard

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  80. Annual Bonus Opportunity and 2024 Actual Results – Ms. Gliha

    Annual Bonus Opportunity and 2024 Actual Results – Ms. Gliha As provided in her amended employment agreement effective January 1, 2024, Ms. Gliha is eligible to receive an annual bonus of up to 100% of her base salary (or in excess of such amount, up to 150% of base salary, as the CEO, with the approval of the Compensation Committee, may determine appropriate) as follows:

  81. Annual Bonus Opportunity and 2024 Actual Results – Ms. Gliha

    | ($ in millions, except payout amounts) Criteria | 2024 Target | 2024 Actual | Actual as a % of Target | | 50% earned if the Company exceeds 90% of budget for either metric for the applicable year: | | | | | Net Revenue | $5,694 | $5,407 | 95% | | Adjusted EBITDA(a) | $2,142(a) | $1,971(a) | 92% | | Financial Metric Bonus Payout (50% of Total) | $500,000 | $500,000 | 100% | | 50% earned at the discretion of our Chief Executive Officer and/or Compensation Committee | | Approved by the CEO and Compensation Committee | | | Individual Performance Bonus Payout (50% of Total) | $500,000 | $475,000 | 95% | | Total Bonus Payout | $1,000,000 | $975,000 | 98% |

  82. Annual Bonus Opportunity and 2024 Actual Results – Ms. Gliha

    (a) As defined in connection with the Company’s 2024 budget which is consistent with the Company’s presentation of non-GAAP financial metrics during 2023. In 2024, the Company changed its external presentation of financial metrics. A reconciliation is provided in this document and on the Company’s website. For her 2024 annual bonus, Ms. Gliha earned 95% of the discretionary portion of her bonus. The discretionary portion of her bonus was not fully achieved as the Company did not meet its overall budget goals, however, Ms. Gliha had a number of individual performance achievements during 2024, supporting her payout, including: • Designing and executing the Company’s capital allocation plan, including returning $820 million to stockholders through repurchases of common stock of $601 million and dividends of $219 million, • Participating in the annual shareholder outreach initiative, numerous institutional investor conferences, non-deal roadshows and engaging with 5% more investors than in 2023, and Developing the basis for the cost reduction program in the fourth quarter to reduce run-rate operating expenses in 2025 by low-to-mid eight figures.

  83. Annual Bonus Opportunity and 2024 Actual Results – Ms. Gliha

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  84. Annual Bonus Opportunity and 2024 Actual Results – Ms. Zimmer

    Annual Bonus Opportunity and 2024 Actual Results – Ms. Zimmer As provided in her employment agreement, as amended on September 19, 2023, Ms. Zimmer is eligible to receive a discretionary 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 (informed by achievement of the budgeted revenue and profit goals for the fiscal year) as well as the executive’s individual performance, as determined by the Compensation Committee. For fiscal year 2024, Ms. Zimmer earned 95% of her bonus ($1,140,000 of her $1,200,000 bonus target) as the Company did not meet its overall budget goals, however, Ms. Zimmer had a number of individual performance achievements during 2024, supporting her payout, including: • Leading the successful renewal of affiliation agreements with CBS and NBC, • Leading the successful renewal of The CW affiliation agreements for 38 local television stations, • Successfully renegotiating and extending agreements with MVPDs up for renewal in 2024, and • Securing distribution for the Company’s CW and MyNetwork affiliated and independent stations on vMVPDs. Annual Bonus Opportunity and 2024 Actual Results – Mr. Compton As provided in his employment agreement dated September 19, 2023, Mr. Compton is eligible to receive an annual bonus 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 (including achievement of the budgeted revenue and profit goals for the fiscal year) as well as the executive’s individual performance. Mr. Compton’s 2024 annual bonus was determined by the Compensation Committee as follows:

  85. Annual Bonus Opportunity and 2024 Actual Results – Ms. Zimmer

    | ($ in millions, except payout amounts) Criteria | 2024 Target | 2024 Actual | Actual as a % of Target | | 35% earned if the Networks Division of Nexstar Media Inc. exceeds 90% of budgeted Net Revenue for the fiscal year | $596 | $560 | 94% | | Networks Division Net Revenue Bonus Payout (35% of Total) | $350,000 | $350,000 | 100% | | 35% earned if the Networks Division of Nexstar Media Inc. exceeds 90% of budgeted EBITDA for the fiscal year | ($22) | ($17) | 123% | | Networks Division EBITDA Bonus Payout (35% of Total) | $350,000 | $350,000 | 100% | | 30% earned at the discretion of our Chief Executive Officer and/or Compensation Committee | | Approved by the CEO and Compensation Committee | | | Individual Performance Bonus Payout (30% of Total) | $300,000 | $285,000 | 95% | | Total Bonus Payout | $1,000,000 | $985,000 | 99% |

  86. Annual Bonus Opportunity and 2024 Actual Results – Ms. Zimmer

    Mr. Compton earned 95% of the discretionary portion of his bonus. The discretionary portion of his bonus was not fully achieved as the Company did not meet its overall budget goals, however, Mr. Compton had a number of individual performance achievements during 2024, supporting his payout, including:

  87. Annual Bonus Opportunity and 2024 Actual Results – Ms. Zimmer

    | Nexstar Media Group, Inc. | 57 | 2025 Proxy Statement |

  88. Annual Bonus Opportunity and 2024 Actual Results – Ms. Zimmer

    Successfully expanding NewsNation’s news programming to 24-hours per day, seven days a week, • Executing strong election night coverage at NewsNation with NewsNation being the first to correctly call the presidential race on election night, • Better integrating operations and editorial functions of The Hill with NewsNation, and • Overseeing the continued improvement in operating results at The CW as well as the launch of key new sports-related programming of WWE NXT and NASCAR Xfinity Series Race.

  89. 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, 2024, 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 2024, each of our Named Executive Officers received stock awards under the 2019 Long-Term Equity Incentive Plan, each comprised 50% of RSUs and 50% PSUs as described below. Time-Based Restricted Stock Units (RSUs) During 2024, RSUs were granted to the Named Executive Officers as set forth below:

  90. Stock-Based Long-Term Incentive Compensation

    | | Grant Date | # of RSUs Granted | Vesting Schedule | | Perry A. Sook | 3/1/2024 | 75,224 | 2 years (50% per year) | | Michael Biard | 5/23/2024 | 10,000 | 4 years (25% per year) | | Lee Ann Gliha | 5/23/2024 | 7,500 | 4 years (25% per year) | | Dana Zimmer | 5/23/2024 | 4,000 | 4 years (25% per year) | | Sean Compton | 5/23/2024 | 4,000 | 4 years (25% per year) |

  91. Stock-Based Long-Term Incentive Compensation

    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 his 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 2019 Long-Term Equity Incentive Plan), all unvested RSUs shall immediately vest.

  92. Stock-Based Long-Term Incentive Compensation

    | Nexstar Media Group, Inc. | 58 | 2025 Proxy Statement |

  93. Stock-Based Long-Term Incentive Compensation

    2025 Changes to Structure of RSUs for Non-CEO Senior Executives In 2025, the Company adjusted the vesting schedule of its RSUs for the non-CEO senior executives of the Company to reflect a three-year annually ratable vesting schedule. The amount of RSUs issued was reduced pro rata to reflect the new vesting schedule. This change was made to conform to market standards. Performance-Based Restricted Stock Units (PSUs) During 2024, PSUs were granted to the Named Executive Officers as follows:

  94. Stock-Based Long-Term Incentive Compensation

    | | Grant Date | # of PSUs Granted | | Perry A. Sook | 3/1/2024 | 75,224 | | Michael Biard | 5/23/2024 | 10,000 | | Lee Ann Gliha | 5/23/2024 | 7,500 | | Dana Zimmer | 5/23/2024 | 4,000 | | Sean Compton | 5/23/2024 | 4,000 |

  95. Stock-Based Long-Term Incentive Compensation

    2024 PSUs Awarded to Mr. Sook The PSUs granted to Mr. Sook in 2024 (target PSUs of 75,224) were/are eligible to time-vest 50% on each of March 1, 2025 (the “first vesting date”) and March 1, 2026 (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 the companies in the table below for the period February 29, 2024 to February 28, 2025, 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 February 28, 2025.

  96. Peer Group For 2024 PSUs Awarded to Mr. Sook

    Peer Group For 2024 PSUs Awarded to Mr. Sook

  97. Peer Group For 2024 PSUs Awarded to Mr. Sook

    | Warner Bros. Discovery, Inc. | iHeartMedia, Inc., | | Paramount Global, | Gray Media, Inc. (formerly Gray Television, Inc.), | | Fox Corporation, | Sinclair, Inc., | | Omnicom Group Inc., | TEGNA Inc., | | News Corporation, | AMC Networks Inc., | | The Interpublic Group of Companies, Inc., | Clear Channel Outdoor Holdings, Inc., and | | The Liberty SiriusXM Group, | The E.W. Scripps Company |

  98. Peer Group For 2024 PSUs Awarded to Mr. Sook

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

  99. Peer Group For 2024 PSUs Awarded to Mr. Sook

    Note: Vesting is interpolated between Threshold, Target, Stretch and Maximum. As of February 28, 2025, the Compensation Committee certified achievement of the relative TSR condition at 57th percentile thus, Mr. Sook’s PSUs were deemed contingently earned at 120.33% of target as of February 28, 2025. As a result, Mr. Sook fully vested in 45,259 PSUs as of March 1, 2025 and will fully vest in 45,259 PSUs on

  100. Peer Group For 2024 PSUs Awarded to Mr. Sook

    | Nexstar Media Group, Inc. | 59 | 2025 Proxy Statement |

  101. Peer Group For 2024 PSUs Awarded to Mr. Sook

    March 1, 2026, subject to his continued employment through such date (subject to certain termination provisions). 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 his employment agreement), any unvested PSUs will vest at the greater of actual or target level of performance (i.e., he would fully vest in 45,259 PSUs upon such date of termination). 2024 PSUs Awarded to Mr. Biard The PSUs awarded to Mr. Biard in May 2024 are subject to the same time-vesting conditions as the time-based RSUs described above (annual time-vesting in ratable installments over the four-year period following the date of grant, subject to continued employment through the applicable vesting date) but full vesting of each annual tranche requires satisfaction of the Company’s achievement of one-year TSR against the peer group defined in the award agreement as calculated for the applicable year ending May 15. Each tranche will performance-vest based on the below vesting grid.

  102. Peer Group For 2024 PSUs Awarded to Mr. Sook

    | Level | Relative TSR vs Peer Group | Percentage of PSUs to Performance Vest | | Below Threshold | < 35th Percentile | No vesting (i.e. forfeiture) | | 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 |

  103. Peer Group For 2024 PSUs Awarded to Mr. Sook

    Note: Vesting is interpolated between Threshold, Target, Stretch and Maximum. 2024 PSUs Awarded to Mses. Gliha and Zimmer and Mr. Compton The PSUs granted to Mses. Gliha and Zimmer and Mr. Compton in May 2024 are subject to the same time-vesting conditions as the time-based RSUs described above (annual time-vesting in ratable installments over the four-year period following 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 2024 PSUs awarded are specific to each NEO, as set forth below:

  104. Peer Group For 2024 PSUs Awarded to Mr. Sook

    | | 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 as defined in the Company’s Proxy Statement for the applicable year. | | 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. | | Sean Compton | The Company’s network division’s net revenue and/or Adjusted EBITDA for the applicable year must be at or above ninety percent (90%) of its budget for such year. |

  105. Peer Group For 2024 PSUs Awarded to Mr. Sook

    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 at target (i.e., 100% of the PSUs would vest).

  106. Peer Group For 2024 PSUs Awarded to Mr. Sook

    | Nexstar Media Group, Inc. | 60 | 2025 Proxy Statement |

  107. Peer Group For 2024 PSUs Awarded to Mr. Sook

    Vesting of Prior Year PSU Awards during 2024 In 2024, 2,844 PSUs for Ms. Gliha, 3,126 PSUs for Ms. Zimmer and 3,126 PSUs for Mr. Compton vested upon achievement of the relevant targets, as follows:

  108. Peer Group For 2024 PSUs Awarded to Mr. Sook

    | | PSU Performance Vesting Criteria / Target | Performance Period | Threshold | Actual Results | % Payout | Vested PSUs in 2024 | | Lee Ann Gliha | Relative TSR of the Company’s stock price performance versus its peer group as defined in the Company’s 2023 proxy statement | 6/1/23 – 5/31/24 | >50th percentile | 75th percentile | 100% | 1,594 | | | | 8/8/23 – 8/7/24 | >50th percentile | 69th percentile | 100% Total | 1,250 2,844 | | Dana Zimmer | Budgeted Distribution Revenue(1) | FY 2023 | At or above 95% of Target | 98%(3)(4) | 100% | 3,126 | | Sean Compton | Budgeted Networks Net Revenue(2) and/or Budgeted Adjusted EBITDA(2) | FY 2023 | At or above 90% of Target | 91%(3)(4) | 100% | 3,126 | | | | | At or above 90% of Target | NM(3)(4) | | |

  109. Peer Group For 2024 PSUs Awarded to Mr. Sook

    NM - Not meaningful (1) 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. (2) The Company’s network division’s net revenue and/or Adjusted EBITDA for the applicable year must be at or above ninety percent (90%) of its budget for such year. (3) Includes 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. (4) The Target and Actual financial information are not disclosed as this information could imply the revenue associated with the disruption which could create harm to the Company in future negotiations with customers. 2025 Changes to Structure of PSUs for Non-CEO Senior Executives As described above in this Proxy Statement, in 2025, the Company adjusted the structure of its PSUs for the non-CEO senior executives of the Company. The new structure includes two metrics, measured over a two-year period, mirroring the Company’s business cycle, intended to diversify the basis on which its senior executives earn the performance portion of their long-term compensation. The two metrics are based on (i) the market performance of the Company’s stock relative to peers and (ii) the ability of the Company to achieve its Adjusted Free Cash flow target. The new structure also provides for three-year cliff vesting, which will be enacted with 2026 grants. In 2025, to serve as a transition year versus prior four-year, annually ratable vesting, the 2025 grants will vest (i) 25% after one year based on performance measured during year one, (ii) 25% after two years based on performance measured during years one and two and (iii) 50% after three years based on performance measured over years one and two. For clarification, the Company believes a two-year performance measurement period is ideal as in even years, the Company generates substantially more revenue from political advertising related to elections than in odd years. Measuring a TSR over a three-year period could create unintended misalignment. A two-year performance measurement period with an additional one-year time-based vesting period, for a three-year vesting period, in total, is consistent with members of the peer group with a similar business cycle.

  110. Peer Group For 2024 PSUs Awarded to Mr. Sook

    | Nexstar Media Group, Inc. | 61 | 2025 Proxy Statement |

  111. Peer Group For 2024 PSUs Awarded to Mr. Sook

    Future Changes to Structure of PSUs for Mr. Sook Mr. Sook’s current employment contract expires on March 31, 2026. In response to our stockholder’s input, Mr. Sook has agreed that, upon the agreement’s extension, renewal or replacement, the following changes will be made to the structure of his LTIP: • Extending the measurement period for the TSR performance metric beyond one year, • Capping the payout related to the LTIP TSR metric at the “target” level if absolute TSR is negative, • Extending the vesting period for the LTIP beyond two years, and • Including more than one performance-based metric in the structure of the LTIP award.

  112. 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.

  113. 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.”

  114. Perry A. Sook

    Perry A. Sook Mr. Sook is employed as Chairman of the Board and Chief Executive Officer (“CEO”) under an employment agreement with Nexstar dated January 15, 2019, as amended on August 1, 2022 (the “Sook Employment Agreement”). The Sook Employment Agreement expires on March 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 Sook Employment Agreement, Mr. Sook is entitled to a base salary of $3,000,000 and an annual bonus with a target equal to 200% of base salary. See the section above titled “Annual Cash Bonus” for information about Mr. Sook’s annual bonus for 2024.

  115. Michael Biard

    Michael Biard Mr. Biard is employed as President and Chief Operating Officer under an employment agreement with Nexstar effective August 21, 2023 (the “Biard Employment Agreement”). The initial term of the 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. Under the Biard Employment Agreement, Mr. Biard is entitled to a base salary of $2,000,000, subject to annual review and may be adjusted at the discretion of the CEO of the Company, and an annual bonus with a target amount equal to his annual base salary in effect at the end of the applicable fiscal year. See the section above titled “Annual Cash Bonus” for information about Mr. Biard’s annual bonus for 2024. The Biard Employment Agreement entitled Mr. Biard to a relocation bonus of $30,000 in connection with the commencement of his employment in August 2023, subject to a repayment obligation on a prorated basis if Mr. Biard voluntarily terminates his employment without Good Reason (as defined in the 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. Mr. Biard is also entitled to a $1,000 per month automobile allowance and a $100 per month cell phone allowance.

  116. Lee Ann Gliha

    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, as amended on December 18, 2023 (the “Gliha Employment Agreement”). The Gliha Employment Agreement 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 Gliha Employment Agreement, Ms. Gliha is entitled to a base salary of $1,000,000, subject to annual merit increases at the discretion of the CEO, and an annual bonus up to 100% of her annual base salary in effect at the end of the applicable 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). See the section above titled “Annual Cash Bonus” for information about Ms. Gliha’s annual bonus for 2024. Ms. Gliha is also entitled to a $750 per month automobile allowance and a $100 per month cell phone allowance.

  117. Dana Zimmer

    Compensation Committee may determine is appropriate). See the section above titled “Annual Cash Bonus” for information about Ms. Zimmer’s annual bonus for 2024. Ms. Zimmer is also entitled to a $750 per month automobile allowance and a $100 per month cell phone allowance but has not opted to receive these allowances.

  118. Sean Compton

    Sean Compton Mr. Compton is employed as President, Networks under an employment agreement with Nexstar dated September 19, 2023 (the “Compton Employment Agreement”). The Compton Employment Agreement expires on September 18, 2027 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the Compton Employment Agreement, Mr. Compton is entitled to a base salary of $1,000,000, subject to an annual review and further adjustments, and an annual bonus, up to 100% of his annual base salary in effect at the end of the applicable fiscal year (or in excess of such amount, as the CEO, with the approval of the Compensation Committee may determine is appropriate). See the section above titled “Annual Cash Bonus” for information about Mr. Compton’s annual bonus for 2024. Mr. Compton is also entitled to a $750 per month automobile allowance and a $100 per month cell phone allowance.

  119. Summary Compensation Table

    Summary Compensation Table The following table sets forth information that summarizes compensation for our Named Executive Officers.

  120. Summary Compensation Table

    | | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Perry A. Sook | 2024 | $3,000,000 | $1,710,000 | $27,746,271 | $3,291,668 | $125,977 | $35,873,916 | | Chairman and | 2023 | 2,800,000 | 1,800,000 | 21,233,343 | 3,104,526 | 173,170 | 29,111,039 | | Chief Executive Officer | 2022 | 1,995,193 | 1,000,000 | 33,308,029 | 3,000,000 | 15,670 | 39,318,892 | | Michael Biard | 2024 | 2,000,000 | 1,187,500 | 3,196,888 | 918,997 | 19,488 | 7,322,873 | | President and | 2023 | 653,846 | 1,500,000 | 3,707,650 | — | 11,675 | 5,873,171 | | Chief Operating Officer | 2022 | — | — | — | — | — | — | | Lee Ann Gliha | 2024 | 988,462 | 475,000 | 1,724,035 | 500,000 | 22,068 | 3,709,565 | | Executive Vice President and | 2023 | 700,000 | 750,000 | 1,357,226 | — | 43,562 | 2,850,788 | | Chief Financial Officer | 2022 | 700,000 | 350,000 | 877,607 | 350,000 | 17,489 | 2,295,096 | | Dana Zimmer | 2024 | 1,200,000 | 1,140,000 | 1,133,969 | — | 8,784 | 3,482,753 | | President, Distribution and | 2023 | 885,866 | — | 1,149,872 | 896,096 | 38,459 | 2,970,293 | | Strategy | 2022 | 756,250 | — | 1,253,724 | 775,000 | 6,734 | 2,791,708 | | Sean Compton | 2024 | 1,000,000 | 285,000 | 1,133,969 | 700,000 | 20,540 | 3,139,509 | | President, Networks | 2023 | 743,692 | 314,395 | 1,149,872 | 366,794 | 42,383 | 2,617,136 | | | 2022 | 645,001 | 200,000 | 1,253,724 | 400,000 | 18,883 | 2,517,608 |

  121. Summary Compensation Table

    (1) Pursuant to Item 402(c)(2)(iv) and (vii) of Regulation S-K, the discretionary portion of each NEO’s annual bonus is reported in the “Bonus” column and the non-discretionary portion (if any) of the annual bonus is reported in the “Non-Equity Incentive Plan Compensation” column. For additional details about the 2024 annual bonuses, see the section “Annual Cash Bonus”. (2) Represents the grant date fair value of RSUs and PSUs granted in 2024 under the 2019 Long-Term Equity Incentive Plan computed in accordance with FASB Accounting Standards Codification (ASC) 718. For additional detail on 2024 stock awards to our Named Executive Officers, see “Stock-Based Long-Term Incentive Compensation.” (3) Non-equity incentive plan compensation represents the portion of the applicable Named Executive Officer’s annual bonus that is determined based on achievement of pre-determined performance metrics, set forth in the Named Executive Officer’s employment agreement. See the section “Compensation Discussion and Analysis—Annual Cash Bonus” for additional details. (4) All Other Compensation in 2024 consists of the following items:

  122. Summary Compensation Table

    | | Year | Automobile Allowance(a) ($) | Life Insurance Premiums(b) ($) | Company Contributions to 401(k) Plans ($) | Miscellaneous(c) ($) | Total ($) | | Perry A. Sook | 2024 | $7,900 | $10,745 | $10,350 | $96,982 | $125,977 | | Michael Biard | 2024 | 12,000 | 2,838 | 3,450 | 1,200 | 19,488 | | Lee Ann Gliha | 2024 | 9,000 | 1,518 | 10,350 | 1,200 | 22,068 | | Dana Zimmer | 2024 | — | 1,532 | 7,252 | — | 8,784 | | Sean Compton | 2024 | 9,000 | 1,532 | 8,808 | 1,200 | 20,540 |

  123. 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. Amounts reported include (i) the cost of the NEO’s (excluding Mr. Sook) cell phone allowance and (ii) for Mr. Sook, pursuant to the Sook Employment Agreement, a $96,982 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 Person 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.

  124. Summary Compensation Table

    | Nexstar Media Group, Inc. | 66 | 2025 Proxy Statement |

  125. 2024 Outstanding Equity Awards at Year-End

    2024 Outstanding Equity Awards at Year-End The following table sets forth information as of December 31, 2024 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 31, 2024 of $157.97.

  126. 2024 Outstanding Equity Awards at Year-End

    | | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Perry A. Sook | 155,774 | $24,607,619 | 90,518 | $14,299,128 | | Michael Biard | 28,750 | 4,541,638 | 10,000 | 1,579,700 | | Lee Ann Gliha | 14,542 | 2,297,200 | 12,875 | 2,033,864 | | Dana Zimmer | 14,061 | 2,221,216 | 5,813 | 918,280 | | Sean Compton | 14,061 | 2,221,216 | 5,813 | 918,280 |

  127. 2024 Outstanding Equity Awards at Year-End

    (1) Represents the number of all unvested RSUs and unvested PSUs for which the required performance metrics were achieved as of December 31, 2024. The future vesting for each NEO’s unvested awards is subject to continued employment through each vesting date, as follows:

  128. 2024 Outstanding Equity Awards at Year-End

    | | Award | Grant Date | Number of Shares That Have Not Vested | Vesting Date | | Perry A. Sook | PSUs | 3/2/2023 | 53,700 | 53,700 on 3/2/2025 | | | RSUs | 3/2/2023 | 26,850 | 26,850 on 3/2/2025 | | | | 3/1/2024 | 75,224 | 37,612 on each of 3/1/2025 and 3/1/2026 | | | | | 155,774 | | | Michael Biard | RSUs | 8/21/2023 | 18,750 | 6,250 on each of 8/21/2025, 8/21/2026 and 8/21/2027 | | | | 5/23/2024 | 10,000 | 2,500 on each of 5/23/2025, 5/23/2026, 5/23/2027 and 5/23/2028 | | | | | 28,750 | | | Lee Ann Gliha | RSUs | 8/13/2021 | 1,250 | 1,250 on 8/13/2025 | | | | 6/3/2022 | 1,313 | 656 on 6/3/2025; 657 on 6/3/2026 | | | | 6/14/2023 | 2,812 | 937 on 6/14/2025; 938 on 6/14/2026; 937 on 6/14/2027 | | | | 12/20/2023 | 1,667 | 833 on 12/20/2025; 834 on 12/20/2026 | | | | 5/23/2024 | 7,500 | 1,875 on each of 5/23/2025, 5/23/2026, 5/23/2027 and 5/23/2028 | | | | | 14,542 | | | Dana Zimmer | PSUs | 5/17/2021 | 1,250 | 1,250 on 5/17/2025 | | | | 6/3/2022 | 937 | 937 on 6/3/2025 | | | | 6/14/2023 | 937 | 937 on 6/14/2025 | | | | 5/23/2024 | 1,000 | 1,000 on 5/23/2025 | | | RSUs | 5/17/2021 | 1,250 | 1,250 on 5/17/2025 | | | | 6/3/2022 | 1,875 | 937 on 6/3/2025; 938 on 6/3/2026 | | | | 6/14/2023 | 2,812 | 937 on 6/14/2025; 938 on 6/14/2026; 937 on 6/14/2027 | | | | 5/23/2024 | 4,000 | 1,000 on each of 5/23/2025, 5/23/2026, 5/23/2027 and 5/23/2028 | | | | | 14,061 | | | Sean Compton | PSUs | 5/17/2021 | 1,250 | 1,250 on 5/17/2025 | | | | 6/3/2022 | 937 | 937 on 6/3/2025 | | | | 6/14/2023 | 937 | 937 on 6/14/2025 | | | | 5/23/2024 | 1,000 | 1,000 on 5/23/2025 | | | RSUs | 5/17/2021 | 1,250 | 1,250 on 5/17/2025 | | | | 6/3/2022 | 1,875 | 937 on 6/3/2025; 938 on 6/3/2026 | | | | 6/14/2023 | 2,812 | 937 on 6/14/2025; 938 on 6/14/2026; 937 on 6/14/2027 | | | | 5/23/2024 | 4,000 | 1,000 on each of 5/23/2025, 5/23/2026, 5/23/2027 and 5/23/2028 | | | | | 14,061 | |

  129. 2024 Outstanding Equity Awards at Year-End

    | Nexstar Media Group, Inc. | 68 | 2025 Proxy Statement |

  130. 2024 Outstanding Equity Awards at Year-End

    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, 2025. Ms. Zimmer’s and Mr. Compton’s PSUs that will vest in 2025 as shown in the table above will vest on each of the vesting dates as each of their pre-established performance metric for fiscal year 2024 was achieved. (2) Represents the number of unearned and unvested PSUs as of December 31, 2024. The future vesting for each NEO’s unvested awards at each vesting date is subject to the achievement of certain performance criteria for the applicable year and the NEO’s continued employment through each vesting date, as follows:

  131. 2024 Outstanding Equity Awards at Year-End

    | | Award | Grant Date | Number of Unearned Shares That Have Not Vested | Vesting Date | | Perry A. Sook | PSUs | 3/1/2024 | 90,518 | 45,259 on each of 3/1/2025 and 3/1/2026 | | | | | 90,518 | | | Michael Biard | PSUs | 5/23/2024 | 10,000 | 2,500 on each of 5/23/2025, 5/23/2026, 5/23/2027 and 5/23/2028 | | | | | 10,000 | | | Lee Ann Gliha | PSUs | 8/13/2021 | 1,250 | 1,250 on 8/13/2025 | | | | 6/3/2022 | 1,313 | 656 on 6/3/2025; 657 on 6/3/2026 | | | | 6/14/2023 | 2,812 | 937 on 6/14/2025; 938 on 6/14/2026; 937 on 6/14/2027 | | | | 5/23/2024 | 7,500 | 1,875 on each of 5/23/2025, 5/23/2026, 5/23/2027 and 5/23/2028 | | | | | 12,875 | | | Dana Zimmer | PSUs | 6/3/2022 | 938 | 938 on 6/3/2026 | | | | 6/14/2023 | 1,875 | 938 on 6/14/2026; 937 on 6/14/2027 | | | | 5/23/2024 | 3,000 | 1,000 on each of 5/23/2026, 5/23/2027 and 5/23/2028 | | | | | 5,813 | | | Sean Compton | PSUs | 6/3/2022 | 938 | 938 on 6/3/2026 | | | | 6/14/2023 | 1,875 | 938 on 6/14/2026; 937 on 6/14/2027 | | | | 5/23/2024 | 3,000 | 1,000 on each of 5/23/2026, 5/23/2027 and 5/23/2028 | | | | | 5,813 | |

  132. 2024 Outstanding Equity Awards at Year-End

    The PSUs granted to Mr. Sook on March 1, 2024 were deemed earned at 120.33% of target as of February 28, 2025. As a result, Mr. Sook vested 45,259 PSUs as of March 1, 2025 and will vest in 45,259 PSUs on March 1, 2026, subject to his continued employment through such date (subject to certain termination provisions).

  133. 2024 Option Exercises and Vested Stock Awards

    2024 Option Exercises and Vested Stock Awards The following table sets forth information concerning stock option exercised and stock awards vested for each of our Named Executive Officers during the year ended December 31, 2024.

  134. 2024 Option Exercises and Vested Stock Awards

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting(2) ($) | | Perry A. Sook | 200,000 | $23,361,661 | 143,050 | $24,427,730 | | Michael Biard | — | — | 6,250 | 1,056,875 | | Lee Ann Gliha | — | — | 6,521 | 1,021,697 | | Dana Zimmer | — | — | 8,752 | 1,419,682 | | Sean Compton | — | — | 8,752 | 1,419,682 |

  135. 2024 Option Exercises and Vested Stock Awards

    (1) The “value realized on exercise” is calculated by determining the difference between the market price of the option award at exercise and the exercise price multiplied by the number of shares acquired on exercise. The “value realized on vesting” is the market price of the restricted stock units at vesting multiplied by the number of shares acquired.

  136. 2024 Option Exercises and Vested Stock Awards

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  137. 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.

  138. 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 2024: • The total annual compensation of the median employee identified at our Company, other than our Chief Executive Officer, was $69,406 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 $35,873,916, 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 517 to 1. In order to identify the median employee for 2024, the following were considered: • We selected December 20, 2024 as the date on which to determine our median employee, which is a date within the last three months of 2024. The Company previously used November 25 as the determination date for identifying the median employee. The change in the determination date to December 20 for the 2024 median employee determination was made for administrative ease and does not significantly affect the composition of the employee population. • We included all 13,002 of our full-time, part-time and temporary workers employed on December 20, 2024 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 readily available information of base pay that represents the principal form of compensation to all our employees. We believe these pay components reasonably reflect their annual compensation. 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.

  139. 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

  140. Pay Versus Performance

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  141. Pay Versus Performance

    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.

  142. 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) | | 2024 | $35,873,916 | $44,261,401 | $4,413,675 | $4,568,815 | $155 | $73 | $683 | $2,004 | | 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 |

  143. 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:

  144. Pay Versus Performance

    | 2024 | 2023 | 2022 | 2021 | 2020 | | Michael Biard(5) | Michael Biard(5) | Thomas E. Carter(5) | Thomas E. Carter | Thomas E. Carter | | Lee Ann Gliha | Lee Ann Gliha | Lee Ann Gliha | Lee Ann Gliha | Timothy C. Bush(6) | | Sean Compton | Dana Zimmer | Dana Zimmer | Dana Zimmer | Dana Zimmer | | Dana Zimmer | Michael Strober(8) | Andrew Alford | Andrew Alford | Gregory R. Raifman(7) | | | | Sean Compton | Sean Compton | |

  145. Pay Versus Performance

    (2) 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 the year ended December 31, 2024. 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.

  146. Pay Versus Performance

    | | 2024 | | | | PEO | Non-PEO NEOs | | Summary Compensation Table | $35,873,916 | $4,413,675 | | Less: Grant date fair value of equity awards made during the applicable year and unvested at applicable year end | (27,746,271) | (1,797,215) | | Plus: Year-end fair value of equity awards made during the applicable year and unvested at applicable year end | 26,798,441 | 1,809,334 | | Change in fair value of equity awards made in prior years and unvested at applicable year end | 3,698,638 | 11,071 | | Change in fair value of equity awards made in prior years and vested during applicable year | 5,636,677 | 131,950 | | Less: Fair value of equity awards made in prior years that are forfeited during applicable year | — | — | | Compensation Actually Paid | $44,261,401 | $4,568,815 |

  147. 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 2, Item 5. of our 2024 Form 10-K as of December 31, 2024: Gray Media, Inc., TEGNA Inc., Sinclair, Inc., The E.W. Scripps Company, Fox Corporation and Paramount Global.

  148. Pay Versus Performance

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  149. Pay Versus Performance

    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, 2024 can be found on the Company’s Q4 2024 earnings release filed with the SEC on February 27, 2025 (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. (7) On March 31, 2021, Mr. Raifman’s employment agreement with the Company ended and was not renewed. (8) On December 31, 2024, Mr. Strober’s employment was terminated. 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 2, Item 5. of our 2024 Form 10-K as of December 31, 2024: Gray Media, Inc., TEGNA Inc., Sinclair, Inc., The E.W. Scripps Company, Fox Corporation and Paramount Global.

  150. Compensation Actually Paid and Company Cumulative TSR

    Compensation Actually Paid and Company Cumulative TSR Compensation Actually Paid (in millions) $- $15 $30 $45 $60 2020 2021 2022 2023 2024 $-$40 $80 $120 $160 $200 PEO Average for Non-PEO NEOs Company Cumulative TSR Company Cumulative TSR (Value of Initial $100 investment)

  151. Compensation Actually Paid and Company Cumulative TSR

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  152. Compensation Actually Paid and Net Income(1)

    Compensation Actually Paid and Net Income(1) Company Cumulative TSR and Peer Group Cumulative TSR Compensation Actually Paid (in millions) $- $10 $20 $30 $40 $50 2020 2021 2022 2023 2024 $- $100 $200 $300 $400 $500 $600 $700 $800 $900 $1000 Net Income (in millions) PEO Average for Non-PEO NEOs Net Income

  153. Compensation Actually Paid and Net Income(1)

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  154. Compensation Actually Paid and Adjusted EBITDA(1)

    Compensation Actually Paid and Adjusted EBITDA(1) Compensation Actually Paid (in millions) $- $10 $20 $30 $40 $50 2020 2021 2022 2023 2024 PEO Average for Non-PEO NEOs Adjusted EBITDA $- $400 $800 $1200 $1600 $2000 $2400 Adjusted EBITDA (in millions) (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).