DEF 14A of Entravision Communications Corp
Filed Apr 20, 2026 · FY20250001193125-26-164200
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Composition of Board of Directors
Composition of Board of Directors As currently in effect, our Eighth Amended and Restated Bylaws (the “bylaws”) provide that the Board shall consist of not less than six and not more than eleven directors. The Board currently consists of eight members elected by the holders of the Class A common stock. The Board has nominated seven individuals for election as directors at the 2026 Annual Meeting and has set the number of directors as of the 2026 Annual Meeting at seven. All our directors are elected by our stockholders at each annual meeting of stockholders and each will serve until such person’s successor is duly elected and qualified, or until such person’s earlier resignation or removal. There are no family relationships among any of our current directors, nominees for directors and executive officers. The proxyholders named on the proxy card intend to vote all proxies received by them in the accompanying form FOR the election of each of the director nominees listed below, unless instructions to the contrary are marked on the proxy. Each nominee has been nominated by the Board, acting upon the recommendation of the Board’s Nominating/Corporate Governance Committee. All of the nominees are currently members of the Board. If elected, each nominee will serve until the annual meeting of stockholders to be held in 2027 or until such person’s successor has been duly elected and qualified, or until such person’s earlier resignation or removal. In the event that a nominee is unable or declines to serve as a director at the time of the 2026 Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board to fill such a vacancy. In the event that additional persons are nominated for election as directors, the proxyholders intend to vote all proxies received by them for each of the nominees listed below, unless instructions are given to the contrary. As of the date of this proxy statement, the Board is not aware of any nominee who is unable or will decline to serve as a director.
Nominees for Election as Directors
Nominees for Election as Directors The following is certain information as of April 13, 2026 regarding the nominees for election as directors:
Nominees for Election as Directors
| Name | Position | Age | | Paul Anton Zevnik | Chair | 75 | | Brad Bender | Director | 52 | | Michael Christenson | Director and Chief Executive Officer | 67 | | Martha Elena Diaz | Director | 64 | | Thomas Strickler | Director | 64 | | Gilbert R. Vasquez | Director | 86 | | Fehmi Zeko | Director | 67 |
Biographical Information Regarding Directors
Biographical Information Regarding Directors Paul Anton Zevnik. Mr. Zevnik currently serves as Chair of the Board of Directors, Chair of the Nominating and Corporate Governance Committee, a member of the Audit Committee, and our "lead" independent director. Mr. Zevnik, together with Walter F. Ulloa, Entravision's long-time Chief Executive Officer, and Philip C. Wilkinson, founded Entravision, participating in the formation, financing, organization and growth of Entravision's predecessor entities in the television and audio businesses. He has served as a director of the company since its listing on the New York Stock Exchange in 2000. As a director, he has served on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition to Entravision, Mr. Zevnik has participated in the formation, acquisition, ownership, financing, management and operation of other media and allied businesses, including television and audio production, digital and streaming media, and the use of spectrum for wireless communication. Mr. Zevnik has more than 45 years of experience in the operation of Entravision’s businesses. A graduate of Harvard College, Harvard University, and Harvard Law School, Mr. Zevnik has been engaged in the private practice of law for 50 years. Among other things, he was founding and managing partner of a national law firm with offices in eleven cities before that firm combined with the international law firm Morgan Lewis + Bockius LLP, where he was Global Practice Area Leader for the firm’s Product Liability, Tort + Insurance practice. He retired as a partner of that firm in September 2024. He is currently Senior Counsel at Miller Friel PLLC, where he represents policyholders and private equity funds in risk transfer and insurance advice and recovery. Brad Bender. Mr. Bender has more than 25 years of experience in digital technologies and advertising. From April 2008 to November 2022, Mr. Bender served in various roles at Alphabet Inc., parent company of Google, where he was most recently Vice President, Product, News and Search Ecosystems. In that role, he led Google's News and Search ecosystems and redesigned the Google News experience. Previously at Google, Mr. Bender was the Vice President, Product, Display and Video Advertising. In that role he led Google’s display and video advertising products globally, including its programmatic ads platform. During his tenure, he founded the Google Display Network, and led its development into a multi-billion dollar business. Mr. Bender also served as Google's representative on the board of directors of the Interactive Advertising Bureau, the advertising business organization responsible for developing industry standards and conducting research for the online advertising industry, from November 2018 to February 2020. Prior to Google, Mr. Bender served in various roles at DoubleClick, most recently as Vice President, Product Management, prior to its acquisition by Google in 2008. Mr. Bender is currently an advisor, investor and board member to various start-ups, small businesses and nonprofits in the tech, media and entertainment, and services industries. Mr. Bender has been a director since June 2023. Michael Christenson. Mr. Christenson has served as Chief Executive Officer of the Company since July 2023. Previously, Mr. Christenson served as a Managing Partner at Mayten Research, a private investment and advisory firm, from 2022 to 2023. Prior to that, Mr. Christenson served as the President and Chief Operating Officer of New Relic, Inc., a cloud-based observability platform that engineers use to build and manage enterprise systems, from October 2019 to June 2021, and as a member of New Relic, Inc.’s Board of Directors from August 2018 to June 2021. Mr. Christenson also served as a Managing Director at Allen & Company, a private investment banking firm, from 2010 until December 2019, where he provided advice and investment banking services to companies in the software sector. From 2005 to 2010, Mr. Christenson served in various roles at CA, Inc., an enterprise systems management and security software company, most recently as President and Chief Operating Officer. Prior to joining CA, Inc., Mr. Christenson was an investment banker at Salomon Brothers, Inc. and its successor firm, Citigroup Global Markets, Inc., from 1987 to 2004. Mr. Christenson also previously served on the Board of Directors of LogMeIn, Inc., a provider of cloud-based communications, collaboration, identity management, and customer support software, from 2010 to 2019. Mr. Christenson has been a director since October 2023. Martha Elena Diaz. Ms. Diaz has provided strategic advisory services to companies in Latin America, such as National Geographic and Televicentro, since 2015. Previously, Ms. Diaz served as president of the Editorial Televisa subsidiary of Televisa for each of the United States, Mexico and Puerto Rico, where she led the digital transformation of brands such as National Geographic, Hearst and Meredith from physical to interactive platforms and influencer communities. Ms. Diaz also served as president of Distribuidora Intermex, a subsidiary of Grupo Televisa, from March 2012 until July 2015, and as president of Sistema Radiópolis from December 2010 until February 2012. Prior to that, she worked for Prisa as a director of Comercializadora Prisa Medios in Spain, a director of TV Bids at Prisa Group in Colombia, and chief executive officer of Grupo Latino de Publicidad in Colombia, a pioneer in media marketing in Colombia with 19 outlets, with different brands of television, radio, out-of-home advertising, digital platforms and sports. Prisa is one of the largest media companies in Spain and Latin America, producing a wide variety of educational, cultural and informative content. Ms. Diaz also served as president of Sky Colombia, a satellite television company, and chief executive officer of Supercable Colombia, a cable television company, while also serving as president of Colombia’s subscription television association. Prior to her media career, Ms. Diaz served as Marketing Vice President of Banco de Colombia, and Commercial Vice President of the north zone of South America at Sofasa. Ms. Diaz currently serves on the board of directors and as Treasurer of the Monasterio del Viento foundation in Colombia, which helps rural communities and environmental preservation efforts. She holds a degree in chemical engineering from the Universidad Pontificia Bolivariana and a postgraduate certificate as a marketing specialist from the Universidad EAFIT in Colombia. Ms. Diaz has been a director since May 2016. Thomas Strickler. Mr. Strickler co-founded Endeavor Talent Agency in 1995 and served on its management committee before his departure in 2009. Prior to Endeavor, Mr. Strickler was an agent at Creative Artists Agency, InterTalent and ICM. Mr. Strickler is a Managing Director of Prime Focus World, a creative services provider to film studios and production companies. Mr. Strickler serves on the Board of Trustees of SCI-Arc, and is a member of the Board of Directors of the Glen Canyon Institute, the Board of Directors of the Los Angeles Master Chorale, and the Board of Advisors of the School of Education and Information Studies at the University of California, Los Angeles. Mr. Strickler has been a director since June 2023.
Biographical Information Regarding Directors
Gilbert R. Vasquez. Mr. Vasquez is managing partner of the certified public accounting firm of Vasquez + Company LLP, which he founded in 1969. Mr. Vasquez is also the Chairman Emeritus of the Los Angeles Latino Chamber of Commerce. Mr. Vasquez was a board member of the 1984 Los Angeles Olympic Committee and currently serves as a board member on its successor organization, the LA84 Foundation. He is past president of the California Board of Accountancy. He has been a member of various Boards of Directors including Green Dot Public Schools, California State University Los Angeles Foundation, Los Angeles Metropolitan YMCA, Congressional Hispanic Caucus, Los Angeles Area Chamber of Commerce, and National Association of Latino Elected and Appointed Officials. Other past corporate board appointments include Verizon (formerly) GTE of California, Glendale Federal Bank, ProAmerica Bank and Blue Cross of California. Mr. Vasquez has been a director since May 2007. Fehmi Zeko. Fehmi Zeko currently serves as Co-Founder and Managing Partner of MC Strategic Advisors LLC and as a General Partner at Great Point Studios. From March 2018 to December 2022, he served on the board of directors of Athene Holding Ltd., a retirement services company. From 2015 to March 2018, Mr. Zeko served as Vice Chairman, Global Technology, Media and Telecommunications Investment Banking Group at Bank of America Merrill Lynch. In this role he helped organize and execute the strategic plan to reposition the entire Technology, Media and Telecom franchise for large cap coverage globally. Prior to Bank of America Merrill Lynch, Mr. Zeko was Senior Managing Director, Group Head North America and Global Chairman, Telecom, Media, Entertainment and Technology (“TMET”) at Macquarie Capital, where he led the firm’s Global TMET Investment Banking and Principal Investing Practice. Prior to joining Macquarie Capital, Mr. Zeko was Vice Chairman and Co-Founder of the Foros Group, where he led the firm’s Media and Communication Advisory Practice. Prior to that, Mr. Zeko held senior investment banking positions at Deutsche Bank and Citigroup. Mr. Zeko also serves on the board of directors of the Yonkers Public Schools Foundation for Education and the board of trustees of the Miami City Ballet. He received his Bachelor of Business Administration and Master of Business Administration in Finance from Texas Christian University’s Neeley School of Business. Mr. Zeko has been a director since May 2019.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE We maintain a corporate governance page on our corporate website at https://investor.entravision.com/governance, which includes information regarding the company’s corporate governance practices. Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Chief Executive Officer and Senior Financial Officers, Related Party Transaction Policy, Board committee charters, Audit Committee Pre-Approval Policy and certain other corporate governance documents and policies are available on that page of our website. Any changes to these documents and any waivers granted with respect to our code of ethics will be posted on our website. In addition, we will provide a copy of any of these documents without charge to any stockholder upon written request made to Entravision Communications Corporation, 1 Estrella Way, Burbank, California 91504, Attention: Secretary. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated by reference into this or any other filing we make with the SEC.
Board of Directors
Board of Directors
Administration of Compensation Program
Administration of Compensation Program The Compensation Committee has overall responsibility for evaluating and approving our executive compensation program. The Compensation Committee has the authority to review and determine the salaries and bonuses of our executive officers, including our Chief Executive Officer and the other named executive officers, and to establish the general compensation policies for such individuals. The Compensation Committee also has the authority to administer and make discretionary equity incentive grants to all of our employees under our equity compensation plans. The Compensation Committee operates under a written charter. The duties and responsibilities of a member of the Compensation Committee are in addition to his or her duties as a member of the Board. The charter reflects these various responsibilities, and the Compensation Committee is charged with periodically reviewing the charter, which it does annually. The Compensation Committee’s membership is determined by the Board and is composed entirely of independent directors as defined under NYSE listing standards as currently in effect. The Compensation Committee has the ability to establish and delegate authority to a subcommittee. In addition, the Compensation Committee has the authority to engage the services of outside advisors, experts and others, including independent compensation consultants to assist the Compensation Committee. The Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“Frederic Cook”) as the Compensation Committee’s outside compensation consultant to provide advice directly to the Compensation Committee as well as company management in continuing to evaluate and develop compensation policies and practices. In 2025, Frederic Cook received $133,342 in direct compensation from the Company. The role of Frederic Cook is to provide independent advice and expertise in executive compensation policies and practices. In connection with its engagement of Frederic Cook, the Compensation Committee considered various factors regarding Frederic Cook’s independence including, but not limited to, the amount of fees received by Frederic Cook from the company as a percentage of Frederic Cook’s total revenue, its policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Frederic Cook’s independence. After reviewing these and other factors, the Compensation Committee determined that Frederic Cook was independent and that its engagement did not present any conflicts of interest. In reviewing executive officer compensation, the Compensation Committee does not target compensation to a specific benchmark level; however, the Compensation Committee reviews competitive market data from companies in the media and digital marketing industries with broadly similar market cap. The compensation decisions in 2025 were informed by market data from a Q3 2024 study of market compensation levels with the following peer group companies:
Bonus
Bonus In prior years, the Company maintained an annual cash bonus program. For fiscal year 2025, consistent with the shift toward equity-based compensation and cash conservation, the Compensation Committee suspended the annual cash bonus program for all named executive officers. Accordingly, no annual performance targets were set for the named executive officers, and no discretionary cash bonuses were paid to Messrs. Christenson, Boelke or Liberman for the 2025 fiscal year.
Equity Incentive Compensation
Equity Incentive Compensation The Compensation Committee believes that the incentive of future stock ownership encourages employees to remain employed by the company and motivates them to use their best efforts at all times, as well as aligning the interests of our executive officers and other employees with those of our stockholders. We typically grant equity incentive awards to our executive officers and other key employees on an annual basis. We do not use any pre-determined formula in determining the amount of equity incentive grants that are granted to executive officers. We base the amount of equity incentive grants on such considerations as the level of experience and individual performance of such executive officer, the number of stock options or restricted stock units granted to such executive officer in previous grants, and general competitive considerations, including retention of each executive officer. As part of the Compensation Committee’s ongoing review and evaluation of equity incentive compensation, during 2025 the Compensation Committee worked with Frederic Cook to consider market practices regarding forms of equity and typical equity terms. The Compensation Committee also sought the input of our Chief Executive Officer with respect to the appropriate pool of employees who should receive equity incentive grants, the form of performance equity awards, and performance equity goal-setting. For fiscal year 2025, consistent with the shift toward equity-based compensation and cash conservation, the Compensation Committee granted annual equity incentive awards in the form of restricted stock units and performance units to each of Messrs. Christenson, Liberman, and Boelke in amounts greater than the aggregate award size compared to fiscal year 2024 awards. However, the structure of such restricted stock units and performance units remained generally consistent with the structure used for equity incentive awards granted in fiscal years 2023 and 2024. The Compensation Committee determined that a mix of time-based restricted stock units that vest over four years for retention, and price-contingent equity for achieving four challenging stock price hurdles within five years, would balance the Company’s desire for retention and align performance goals with the interests of our stockholders. The table below provides the amount of restricted stock units and performance units granted in January 2025 to each named executive officer:
Equity Incentive Compensation
| Name | Restricted Stock Units (Number of Shares) | Performance Units (Target Number of Shares)(*) | | Michael Christenson | 960,000 | 372,500 | | Mark Boelke | 300,000 | 115,000 | | Jeffery Liberman | 300,000 | 115,000 |
Equity Incentive Compensation
*Each performance unit award may be earned at between 0% and 200% of the target number of shares. Performance Unit Awards Performance units vest by a combination of both market-based vesting conditions and time-based vesting conditions, both of which must be satisfied before the performance units will be deemed vested. The market-based vesting conditions are only satisfied if the average closing price of our Class A common stock over 30 consecutive trading days equals or exceeds the following share price hurdles before January 25, 2029 (with each stock price hurdle subject to equity adjustment to reflect dividends or other changes to our capitalization during the performance period).
Equity Incentive Compensation
| | Hurdle Price Per Share* | Number of Earned Performance Units (as a percent of total award) | | Threshold | $3.00 | 25% | | Target | $4.00 | 25% | | | $5.00 | 25% | | Maximum | $6.00 | 25% |
Equity Incentive Compensation
*Closing stock price on the date of grant was $2.28 For each hurdle price, the time-based vesting conditions are satisfied over five years following the grant date, with 20% satisfying the time-based vesting conditions on January 21, 2026 and the remaining 80% satisfying the time-based vesting conditions in eight equal semi-annual installments thereafter. As noted above, the time-based vesting conditions create an additional vesting condition that must be satisfied in addition to the stock price hurdles for awards to vest. Restricted Stock Unit Awards Restricted stock units vest in substantially equal annual installments over four years, subject to continued employment on each vesting date as follows: (i) 25% on December 20, 2025; (ii) 25% on December 20, 2026; (iii) 25% on December 20, 2027; and (iv) 25% on December 20, 2028.
Employment Agreements
Employment Agreements Agreement with Michael Christenson. We entered into an employment agreement with Mr. Christenson upon his hire as Chief Executive Officer, effective as of July 1, 2023, pursuant to which he joined us as our Chief Executive Officer. Mr. Christenson’s employment agreement provides that his annual base salary is subject to annual review by the Board or Compensation Committee. Effective January 2025, Mr. Christenson’s base salary was voluntarily reduced from $950,000 per year to $500,000 per year. Additionally, Mr. Christenson is eligible to receive an annual cash bonus targeted at 100% of his annual base salary; however, the Compensation Committee suspended the annual cash bonus program for named executive officers for fiscal year 2025. Mr. Christenson is also eligible to participate in retirement and health care benefits available to senior executives of our company, as in effect from time to time and subject to the terms of such plans. Agreement with Mark Boelke. We entered into an executive compensation letter with Mr. Boelke, effective as of March 15, 2024, as amended effective as of May 9, 2024, which replaced his previous employment agreement and pursuant to which he served as our General Counsel until May 2024, when his role was changed to Chief Financial Officer and Treasurer. Effective January 2025, Mr. Boelke's base salary was voluntarily reduced from $670,000 per year to $500,000 per year. Mr. Boelke is eligible to receive an annual bonus targeted at 60% of his annual base salary; however, the Compensation Committee suspended the annual cash bonus program for named executive officers for fiscal year 2025. Mr. Boelke is also eligible to receive $1,000 per month as an allowance in respect of automobile expenses, and to participate in our other benefit programs and plans, as may be in effect from time to time. In the event that Mr. Boelke participates in our medical or dental benefit plans, the company will pay the cost of such medical and dental coverage for Mr. Boelke and his dependents with no cost to Mr. Boelke for such participation. Agreement with Jeffery Liberman. We entered into an executive compensation letter with Mr. Liberman, effective May 12, 2023, which replaced his previous employment agreement and pursuant to which he served as our President and Chief Operating Officer until his termination effective February 19, 2026. Effective January 2025, Mr. Liberman's base salary was voluntarily reduced from $800,000 per year to $500,000 per year. Mr. Liberman was eligible to receive an annual bonus targeted at 60% of his annual base salary; however, the Compensation Committee suspended the annual cash bonus program for named executive officers for fiscal year 2025. Mr. Liberman was also eligible to receive $1,000 per month as an allowance in respect of automobile expenses. and to participate in our other benefit programs and plans, as may be in effect from time to time. The company also paid the cost of medical and dental coverage for Mr. Liberman and his dependents pursuant to COBRA with no cost to Mr. Liberman for such participation, and an amount equal to the premium expense of a life insurance policy maintained by Mr. Liberman providing a death benefit in an amount up to $750,000.
Executive Severance and Change in Control Plan
Executive Severance and Change in Control Plan On May 12, 2023, our Compensation Committee approved the adoption of our Executive Severance and Change in Control Plan (the “Severance Plan”), in which key executives of the company who are selected by our compensation committee participate, subject to their execution of a participation agreement. Mr. Christenson and Mr. Boelke each participate in the Severance Plan, pursuant to which they are eligible to receive the severance benefits described below. Mr. Liberman also participated in the Severance Plan, and received severance benefits in connection with his termination as described below. In April 2025, to facilitate the salary reductions of our named executive officers discussed above, while maintaining retention incentives, the Company entered into letter agreements with each named executive officer regarding the calculation of potential severance benefits. These letter agreements provide that, in the event of a qualifying termination of employment on or before December 31, 2026, the executive’s severance benefits under the Severance Plan will be calculated based on their base salary as of December 31, 2024 ($950,000 for Mr. Christenson, $800,000 for Mr. Liberman, and $670,000 for Mr. Boelke), and the bonus portion of such severance will be calculated based on the named executive officer’s target bonus for fiscal year 2024 (and deeming Company performance at target). This measure ensured that the executives were not penalized in their severance protection for accepting the strategic reduction in current cash compensation. Our Chief Executive Officer Mr. Christenson, our Chief Executive Officer, participates in the Severance Plan as a “Group I Executive”. Pursuant to Mr. Christenson's April 2025 letter agreement, upon a termination by the company other than for “cause” (as defined in the Severance Plan) or the executive’s resignation for “good reason” (as defined in his participation agreement), in each case, outside of the period starting three months prior to and ending two years after a “change in control” (as defined in the Severance Plan) (the “Change in Control Period”) and on or before December 31, 2026, Mr. Christenson will be entitled to receive, subject to the execution and delivery of an effective and irrevocable release of claims in favor of the company and continued compliance with all applicable restrictive covenants: (i) an amount equal to the sum of his base salary plus his target bonus (each calculated based on 2024 levels); (ii) a pro-rated annual bonus for the fiscal year in which termination or resignation occurs, determined by deeming actual Company performance to be equal to his target bonus (calculated based on 2024 levels); (iii) acceleration of time-based equity awards that would have vested during the 12-month period following his termination or resignation if he had remained employed for such period; and (iv) subject to Mr. Christenson’s election to receive continued health benefits under COBRA, a monthly payment equal to the cost of Mr. Christenson’s healthcare coverage at the benefit levels in effect at the time of termination until the earliest of 12 months following his termination, the date he becomes eligible for group medical coverage with another employer, or the cessation of his COBRA continuation period. In lieu of the payments and benefits above, in the event that Mr. Christenson is terminated by the company other than for cause or due to his resignation for good reason, in each case, during the Change in Control Period and on or before December 31, 2026, Mr. Christenson will be entitled to receive, subject to the execution and delivery of an effective and irrevocable release of claims in favor of the company and continued compliance with all applicable restrictive covenants: (i) an amount equal to 1.5 times the sum of his base salary plus his target bonus (each calculated based on 2024 levels); (ii) a pro-rated annual bonus for the fiscal year in which termination or resignation occurs, determined based on his target bonus (calculated based on 2024 levels); (iii) full acceleration of all time-based equity awards held by Mr. Christenson; and (iv) subject to Mr. Christenson’s election to receive continued health benefits under COBRA, a monthly payment equal to the cost of Mr. Christenson’s healthcare coverage at the benefit levels in effect at the time of termination until the earliest of 18 months following his termination, the date he becomes eligible for group medical coverage with another employer, or the cessation of his COBRA continuation period. In the event that Mr. Christenson is terminated by the company other than for cause or due to his resignation for good reason, in each case, after December 31, 2026, he will be eligible to receive severance payments and benefits in accordance with the Severance Plan (prior to giving effect to his April 2025 letter agreement), as described in our annual proxy statement filed on April 25, 2025. Named Executive Officers (Other Than Our Chief Executive Officer) Mr. Boelke, our Chief Financial Officer and Treasurer, participates in the Severance Plan as a “Group II Executive”. Pursuant to Mr. Boelke’s April 2025 letter agreement, upon a termination by the company other than for “cause” (as defined in the Severance Plan) or the executive’s resignation for “good reason” (as defined in the Severance Plan), in each case, outside of the Change in Control Period and on or before December 31, 2026, Mr. Boelke will be entitled to receive, subject to the execution and delivery of an effective and irrevocable release of claims in favor of the company and continued compliance with all applicable restrictive covenants: (i) an amount equal to his base salary (calculated based on 2024 levels); (ii) a pro-rated annual bonus for the fiscal year in which termination or resignation occurs, determined by deeming actual Company performance to be equal to his target bonus (calculated based on 2024 levels); (iii) acceleration of time-based equity awards that would have vested during the 12-month period following Mr. Boelke’s termination or resignation if he had remained employed for such period; and (iv) subject to Mr. Boelke’s election to receive continued health benefits under COBRA, a monthly payment equal to the cost of Mr. Boelke’s healthcare coverage at the benefit levels in effect at the time of termination until the earliest of 12 months following his termination, the date Mr. Boelke becomes eligible for group medical coverage with another employer, or the cessation of his COBRA continuation period. In lieu of the payments and benefits above, in the event that Mr. Boelke is terminated by the company other than for cause or due to the executive’s resignation for good reason, in each case, during the Change in Control Period and on or before December 31, 2026, Mr. Boelke will be entitled to receive, subject to the execution and delivery of an effective and irrevocable release of claims in favor of the company and continued compliance with all applicable restrictive covenants: (i) an amount equal to the sum of his base salary plus his target bonus (each calculated based on 2024 levels); (ii) a pro-rated annual bonus for the fiscal year in which termination or resignation occurs, determined based on his target bonus (calculated based on 2024 levels); (iii) full acceleration of all time-based equity awards held by Mr. Boelke; and (iv) subject to the Mr. Boelke’s election to receive continued health benefits under COBRA, a monthly payment equal to the cost of Mr. Boelke’s healthcare coverage at the benefit levels in effect at the time of termination until the earliest of 12 months following his termination, the date Mr. Boelke becomes eligible for group medical coverage with another employer, or the cessation of his COBRA continuation period.
Executive Severance and Change in Control Plan
In the event that Mr. Boelke is terminated by the company other than for cause or due to his resignation for good reason, in each case, after December 31, 2026, he will be eligible to receive severance payments and benefits in accordance with the Severance Plan (prior to giving effect to his April 2025 letter agreement), as described in our annual proxy statement filed on April 25, 2025. In connection with Mr. Liberman’s termination without cause, effective February 19, 2026, and in accordance with his participation in the Severance Plan as a “Group II Executive” and his April 2025 letter agreement, Mr. Liberman received: (i) $891,726.03 cash severance, equal to the sum of (A) his base salary (calculated based on 2024 levels) and (B) a pro-rated annual bonus for the 2026 fiscal year, determined by deeming actual Company performance to be equal to his target bonus (calculated based on 2024 levels); (ii) $714,860 in acceleration of time-based equity awards that would have vested during the 12-month period following Mr. Liberman’s termination date if he had remained employed for such period (calculated based on the value of our Class A common stock on the accelerated vesting date); and (iii) $53,760 in dividend equivalents on those time-based equity awards. Additionally, Mr. Liberman is expected to be paid up to $25,401 in COBRA benefits which will continue until the earliest of 12 months following his termination, the date Mr. Liberman becomes eligible for group medical coverage with another employer, or the cessation of his COBRA continuation period. Equity Acceleration In addition, if outstanding equity awards are not assumed, substituted or continued by the acquiror in connection with a change in control, the Severance Plan provides for full acceleration of the unvested portion of any time-based equity awards held by our named executive officers as of immediately prior to such change in control.
Policy and Practice Related to the Grant of Certain Equity Awards
Policy and Practice Related to the Grant of Certain Equity Awards We do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In fiscal year 2025, we did not grant any stock options, stock appreciation rights or similar option-like instruments.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table presents information regarding the compensation awarded to, earned by, and paid to our named executive officers during the fiscal years set forth below.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Michael Christenson, | 2025 | $500,000 | $— | $3,591,263 | $— | $7,671(2) | $4,098,934 | | Chief Executive Officer | 2024 | $950,000 | $— | $— | $— | $7,671(2) | $957,671 | | | 2023 | 475,000 | $525,000 | $7,678,000 | $— | $3,912(2) | $8,681,912 | | Mark Boelke, | 2025 | $500,000 | $— | $1,116,975 | $— | $23,308(3) | $1,640,283 | | Chief Financial Officer and Treasurer | 2024 | 669,500 | $100,000 | $816,000 | $— | $23,308(3) | $1,608,808 | | Jeffery Liberman, | 2025 | $500,000 | $— | $1,116,975 | $— | $24,720(4) | $1,641,695 | | President and Chief Operating | 2024 | $800,000 | $100,000 | $816,000 | $— | $24,720(4) | $1,740,720 | | Officer (5) | 2023 | $793,450 | $100,000 | $1,624,350 | $157,104 | $24,720(4) | $2,699,624 |
2025 Summary Compensation Table
(1) The amounts shown reflect the aggregate grant date fair value of restricted stock units and performance units granted during the applicable fiscal year, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. Additionally, the fair value was estimated using a Monte Carlo Simulation model for performance units that are earned based on market-based conditions. For a discussion of the assumptions used in the valuation of awards, see Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 5, 2026. These amounts do not reflect the actual economic value that may be realized by the named executive officers upon the vesting or settlement of such awards, or the subsequent sale of shares of Class A common stock received pursuant to such awards. (2) Amounts represent medical insurance premiums. (3) Includes $12,000 as an automobile allowance and $11,308 for medical insurance premiums. (4) Includes $12,000 as an automobile allowance, $11,308 for medical insurance premiums and $1,412 for life insurance premiums. Mr. Liberman's employment with us terminated on February 19, 2026.
Grants of Plan-Based Awards During 2025
Grants of Plan-Based Awards During 2025 The following table sets forth certain information with respect to each grant of an award made to a named executive officer in the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards During 2025
| | | | | | All Other | | | | | | | | Stock Awards: | | | | | | | | Number of | Grant Date | | | | Estimated Future Payouts Under | | | Shares of | Fair Value | | | | Equity Incentive Plan Awards (1) | | | Stock or | of Stock and | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Units (#) (2) | Option Awards (3) | | Michael Christenson | | | | | | | | | 1/21/25 | 186,250 | 372,500 | 745,000 | | 1,402,463 | | | 1/21/25 | | | | 960,000 | 2,188,800 | | Mark Boelke | 1/21/25 | | | | | | | | 1/21/25 | 57,500 | 115,000 | 230,000 | | $432,975 | | | 1/21/25 | | | | 300,000 | $684,000 | | Jeffery Liberman | 1/21/25 | | | | | | | | 1/21/25 | 57,500 | 115,000 | 230,000 | | $432,975 | | | 1/21/25 | | | | 300,000 | $684,000 |
Grants of Plan-Based Awards During 2025
(1) The amounts shown represent performance units granted under our 2004 Plan which vest by a combination of both market-based vesting conditions and time-based vesting conditions, both of which must be satisfied before the performance units will be deemed vested. For more information, see the discussion in CD&A under the heading “Equity Incentive Compensation—Performance Unit Awards.” (2) The amounts shown represent time-based restricted stock units granted under our 2004 Plan, which amounts will be payable in shares of our common stock if the service-based conditions for such time-based restricted stock units are met. For more information, see the discussion in the CD&A under the heading “Equity Incentive Compensation—Restricted Stock Unit Awards." The amounts represent the aggregate grant date fair values of restricted stock unit and performance units, as applicable, granted during 2025, computed in accordance with ASC 718 for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Additionally, for performance units which are earned based on market-based conditions, the fair value was estimated using a Monte Carlo Simulation model. Assumptions used in the calculation of these amounts are included in Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 5, 2026. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting or settlement of such awards, or the subsequent sale of shares of our Class A common stock received pursuant to such awards.
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End 2025
| | Stock Awards | | | | | | | | | Equity Incentive | | | | | Equity Incentive | Plan Awards: | | | | Market | Plan Awards: | Market or | | | Number of | Value of | Number of | Payout Value | | | Shares or | Shares or | Unearned | of Unearned | | | Units of | Units of | Shares, Units or | Shares, Units | | | Stock That | Stock That | Other Rights | or Other | | | Have Not | Have Not | That Have | Rights That | | | Vested | Vested | Not Vested | Have Not | | Name | (#) | ($) (1) | (#) | Vested ($) | | Michael Christenson | 600,000(2) | 1,758,000 | | — | | | 240,000(3) | 703,200 | | | | | 240,000(4) | 703,200 | | | | | 240,000(5) | 703,200 | | | | | | | 200,000(6) | 586,000 | | | | | 186,250(7) | 545,713 | | Mark Boelke | 144,100(3) | 422,213 | | | | | 100,000(4) | 293,000 | | | | | 75,000(5) | 219,750 | | | | | | | 25,000(8) | 73,250 | | | | | 57,500(7) | 168,475 | | Jeffery Liberman | 144,100(3) | 422,213 | | | | | 100,000(4) | 293,000 | | | | | 75,000(5) | 219,750 | | | | | | | 25,000(8) | 73,250 | | | | | 57,500(7) | 168,475 |
Outstanding Equity Awards at Fiscal Year-End 2025
(1) Market value reflects the value of the applicable equity award based on the closing price of our common stock as reported by the New York Stock Exchange on December 31, 2025, the last trading day of the 2025 fiscal year, of $2.93. (2) Represents restricted stock unit award of 1,000,000 RSUs that vest over five years, with 20% vesting on July 1, 2024 and the remaining 80% vesting in eight equal semi-annual installments. (3) Represents restricted stock unit awards that vest on December 31, 2026. (4) Represents restricted stock unit awards that vest on December 20, 2027. (5) Represents restricted stock unit awards that vest on December 20, 2028. (6) Represents Mr. Christenson’s initial performance unit award granted in connection with his commencement of employment, at threshold performance (7) Represents 2025 annual performance unit award, at threshold performance. Represents 2024 annual performance unit award, at threshold performance.
Option Exercises and Stock Vested During 2025
Option Exercises and Stock Vested During 2025 The following table summarizes the vesting of stock awards during the fiscal year ended December 31, 2025 that were previously granted to the named executive officers.
Option Exercises and Stock Vested During 2025
| | Stock Awards | | | | Number of | | | | Shares | | | | Acquired on | Value Realized | | Name | Vesting (#) (1) | on Vesting ($) (2) | | Michael Christenson | 440,000(3) | 1,239,200 | | Mark Boelke | 179,150 | 569,697 | | Jeffery Liberman | 185,400 | 589,572 |
Option Exercises and Stock Vested During 2025
(1) Represents shares received upon vesting of restricted stock unit awards. (2) The value realized on vesting of restricted stock unit awards is calculated by multiplying the number of restricted stock units which vested by the closing market price of our Class A common stock on the vesting date. (3) All 440,000 of Mr. Christenson's RSUs that vested in 2025 are subject to deferred settlement on the earliest to occur of a separation of service, change of control, Mr. Christenson’s death and Mr. Christenson’s disability.
Pension Benefits
Pension Benefits We do not maintain or provide any defined benefit pension plans or other supplemental executive retirement plans for the benefit of our named executive officers.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table represents nonqualified deferred compensation held by NEOs as of December 31, 2025, which consists of RSUs subject to deferred settlement as described above.
Nonqualified Deferred Compensation
| | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Name | ($) (1) | ($) | ($) (2) | ($) | ($) (3) | | Michael Christenson | 1,239,200 | — | 354,000 | — | 2,123,200 |
Nonqualified Deferred Compensation
(1) Mr. Christenson elected to defer settlement of his time-based RSU awards granted in July 2023 and January 2025. All contributions shown are attributable to the value of 440,000 deferred RSUs that vested during the 2025 fiscal year. The value of each vested deferred RSU is based on the closing market price of our Class A common stock on the vesting date. No portion of the amount is included as compensation for the 2025 fiscal year in the “2025 Summary Compensation Table” above. (2) All earnings shown are attributable to credited dividend equivalents and a net increase in the value of the shares underlying Mr. Christenson’s deferred RSUs during the 2025 fiscal year (or, with respect to deferred RSUs that vested during such year, from the vesting date to December 31, 2025). No portion of the amount is included as compensation for the 2025 fiscal year in the "2025 Summary Compensation Table" above. Based on the closing price of our Class A common stock on December 31, 2025 of $2.93 per share, which was the last trading day during the 2025 fiscal year.
Potential Payments Upon Termination or Change-In-Control
Potential Payments Upon Termination or Change-In-Control The table below quantifies the potential payments and benefits that would have become due to Messrs. Christenson and Boelke in connection with a termination of their employment and/or a change in control of the company, assuming that each such triggering event below occurred on December 31, 2025, the last business day of the fiscal year ended December 31, 2025. For a description of the payments and benefits that Mr. Liberman received in connection with his termination on February 19, 2026, see the discussion in the CD&A under the heading “Executive Severance and Change in Control Plan—Named Executive Officers (Other Than Our Chief Executive Officer)."
Potential Payments Upon Termination or Change-In-Control
| Name | Qualifying Termination Outside the Change in Control Period ($)(1) | Qualifying Termination during the Change in Control Period ($)(1) | Death or Disability ($) | | Michael Christenson | | | | | Cash Severance | 2,850,000(3) | 3,800,000(4) | — | | Perquisites/Benefits | 7,671(5) | 11,507(6) | — | | Accelerated Equity Vesting (2) | 1,452,914(7) | 4,413,313(8) | 4,413,313(11) | | Mark Boelke | | | | | Cash Severance | 1,071,200(9) | 1,472,900(10) | — | | Perquisites/Benefits | 11,308(5) | 11,308(5) | — | | Accelerated Equity Vesting (2) | 472,756(7) | 1,103,438(8) | 1,103,438(11) |
Potential Payments Upon Termination or Change-In-Control
(1) A “qualifying termination” means a termination by the company without cause or a resignation by the named executive officer for good reason, in each case, subject to the named executive officer’s execution and delivery of an effective and irrevocable release of claims in favor of the company and continued compliance with all applicable restrictive covenants. The “change in control period” refers to the period starting three months prior to and ending two years after a “change in control” (as defined in the Severance Plan). (2) Represents the value of acceleration of outstanding restricted stock units and/or performance units (inclusive of any corresponding dividend equivalents), based on the closing market price of our Class A common stock on December 31, 2025 of $2.93 per share, which was the last trading day during the 2025 fiscal year. (3) Amount represents the sum of (i) Mr. Christenson’s annual base salary plus his target annual cash bonus (each calculated based on 2024 levels); and (ii) his 2024 target annual cash bonus. (4) Amount represents the sum of (i) an amount equal to 1.5 times the sum of Mr. Christenson’s annual base salary and target annual cash bonus (each calculated based on 2024 levels); and (ii) his 2024 target annual cash bonus. (5) Represents 12 months of health insurance premiums, based on our actual costs to provide health insurance to the named executive officer as of December 31, 2025. (6) Represents 18 months of health insurance premiums, based on our actual costs to provide health insurance to the named executive officer as of December 31, 2025. (7) Represents the sum of (i) the value of unvested restricted stock units held by the named executive officer which are scheduled to vest within 12 months following December 31, 2025, and (ii) the value of unvested performance units which have satisfied market-based vesting conditions and remain solely subject to time-based vesting conditions as of December 31, 2025, and which are scheduled to vest within 12 months following December 31, 2025. (8) Represents the sum of (i) the value of all unvested restricted stock units held by the named executive officer as of December 31, 2025, and (ii) the value of all unvested performance units which have satisfied market-based vesting conditions and remain solely subject to time-based vesting conditions as of December 31, 2025. No amounts have been included with respect to the performance units that have not satisfied market-based vesting conditions as of December 31, 2025, because the assumed value of our shares of Class A common stock as of December 31, 2025 is below the respective threshold hurdles of the market-based vesting conditions for such awards. (9) Amount represents the sum of (i) Mr. Boelke's annual base salary (calculated based on 2024 levels); and (ii) his 2024 target annual cash bonus. Amount represents the sum of (i) Mr. Boelke’s annual base salary plus his target annual cash bonus (each calculated based on 2024 levels); and (ii) his 2024 target annual cash bonus. Represents the sum of (i) the value of all unvested restricted stock units held by the named executive officer as of December 31, 2025, and (ii) the value of all unvested performance units which have satisfied market-based vesting conditions and remain solely subject to time-based vesting conditions as of December 31, 2025.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure Provided below is the company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: A list of the most important measures that our Compensation Committee used in 2024 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid”, or “CAP”) to company performance; • A table that compares the total compensation of our named executive officers’ (also known as NEOs) as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and • Graphs that describe the relationships between CAP and our cumulative total shareholder return (“TSR”), and GAAP Net Income (Loss). Given our current pay program, the only difference between the SCT and CAP amounts for our NEOs is the value of equity awards, which for purposes of the SCT is based on the grant date fair value of equity awards granted during the year, and for purposes of CAP is based on the year over year change in the fair value of equity awards that are unvested as of the end of the year, or that vested or were forfeited during the year. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the NEOs. Please refer to our Compensation Discussion and Analysis on page 31 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance. Pay Versus Performance Table. In accordance with Item 402(v), we provide below the tabular disclosure for the company’s Chief Executive Officer (our Principal Executive Officer or “PEO”) and the average of our NEOs other than the PEO for 2025, 2024, and 2023.
Pay Versus Performance Disclosure
| | Summary Compensation Table Total for PEO (1) | | Compensation Actually Paid to PEO (1) (2) (3) | | Average Summary Compensation | Average Compensation Actually | Value of Initial Fixed $100 Based on: Investment | | | Year | Christopher T. Young | Michael J. Christenson | Christopher T. Young | Michael J. Christenson | Table Total for Non-PEO NEOs (1) | Paid to Non-PEO NEOs (1) (2) (3) | Total Shareholder Return (4) | GAAP Net Income (Loss) ($ Millions) | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | | 2025 | n/a | 4,098,934 | n/a | 6,332,871 | 1,640,989 | 2,191,255 | 77 | (79) | | 2024 | n/a | 957,671 | n/a | (2,844,329) | 2,806,569 | 863,763 | 57 | (149) | | 2023 | 3,164,160 | 8,681,912 | 2,434,826 | 8,109,912 | 2,615,021 | 1,878,308 | 91 | (15) |
Pay Versus Performance Disclosure
Michael Christenson served as our PEO in 2025 and 2024, and Michael Christenson and Christopher Young each served as our PEO in 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance Disclosure
| 2023 | 2024 | 2025 | | Jeffery Liberman | Mark Boelke | Mark Boelke | | Karl Meyer | Christopher Young | Jeffery Liberman | | Juan Saldívar von Wuthenau | Jeffery Liberman | | | | Karl Meyer | |
Pay Versus Performance Disclosure
2. The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. CAP reflects the exclusions and inclusions of certain amounts for each PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718 and the assumptions used were materially the same as those used for the grant date fair values. Amounts in the Exclusion of Stock Awards columns are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Michael J. Christenson ($) | Exclusion of Stock Awards for Michael J. Christenson ($) | Inclusion of Equity Values for Michael J. Christenson ($) | Compensation Actually Paid to Michael J. Christenson ($) | | 2025 | 4,098,934 | (3,591,263) | 5,825,200 | 6,332,871 | | 2024 | 957,671 | — | (3,802,000) | (2,844,329) | | 2023 | 8,681,912 | (7,678,000) | 7,106,000 | 8,109,912 |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Christopher T. Young ($) | Exclusion of Stock Awards for Christopher T. Young ($) | Inclusion of Equity Values for Christopher T. Young ($) | Compensation Actually Paid to Christopher T. Young ($) | | 2025 | — | — | — | — | | 2024 | — | — | — | — | | 2023 | 3,164,160 | (1,624,350) | 895,016 | 2,434,826 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,640,989 | (1,116,975) | 1,667,241 | 2,191,255 | | 2024 | 2,806,569 | (1,152,000) | (790,806) | 863,763 | | 2023 | 2,615,021 | (1,624,350) | 887,637 | 1,878,308 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Michael J. Christenson ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Michael J. Christenson ($) | Fair Value of Awards Granted During the Year that Vested During the Year for Michael J. Christenson ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Michael J. Christenson ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Michael J. Christenson ($) | Total - Inclusion of Equity Values for Michael J. Christenson ($) | | 2025 | 3,927,400 | 604,800 | 763,200 | 529,800 | — | 5,825,200 | | 2024 | — | (3,244,800) | — | (557,200) | — | (3,802,000) | | 2023 | 7,106,000 | — | — | — | — | 7,106,000 |
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Christopher Young ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Christopher Young ($) | Fair Value of Awards Granted During the Year that Vested During the Year for Christopher Young ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Christopher Young ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Christopher Young ($) | Total - Inclusion of Equity Values for Christopher Young ($) | | 2025 | — | — | — | — | — | — | | 2024 | — | — | — | — | — | — | | 2023 | 847,970 | (69,300) | 175,346 | (59,000) | — | 895,016 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Fair Value of Awards Granted During the Year that Vested During the Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 1,220,450 | 90,803 | 238,500 | 117,488 | — | 1,667,241 | | 2024 | 223,059 | (162,355) | 82,588 | (571,308) | (362,790) | (790,806) | | 2023 | 847,970 | (73,238) | 175,347 | (62,442) | — | 887,637 |
Pay Versus Performance Disclosure
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in our common stock (NYSE: EVC) from December 31, 2022 through December 31 of each covered fiscal year 2023, 2024 and 2025 (each such period referred to herein as a measurement period). The cumulative total stockholder return on each series of our common stock is calculated by dividing (a) the sum of (i) the cumulative amount of dividends (assuming dividend reinvestment) over the applicable measurement period and (ii) the difference between (A) the share price on December 31 of the covered fiscal year and (B) the share price on December 31, 2022, and (b) the share price on December 31, 2022. Relationship between CAP and TSR. The chart below reflects the relationship between the PEO and average non-PEO NEO CAP versus our TSR. Relationship between CAP and GAAP Net Income (Loss). The chart below reflects the relationship between the PEO and average non-PEO NEO CAP and our GAAP Net Income (Loss).
Pay Ratio Disclosure
Pay Ratio Disclosure In August 2015, pursuant to a mandate under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the Chief Executive Officer. Registrants were obligated to comply with the pay ratio rule for the first fiscal year beginning on or after January 1, 2017. In order to determine the median employee, we prepared a list of all employees as of December 31, 2025. As permitted by SEC rules, for purposes of preparing this list for fiscal year 2025 we excluded 38 employees located in seven countries, comprising 3.8% of our total employees. As a result of these permitted exclusions, we had a total of 960 employees on this list as of December 31, 2025. We identified the median employee by examining the 2025 total cash compensation for all such individuals on this list, excluding our Chief Executive Officer, who were employed by us on December 31, 2025 (whether employed on a full-time, part-time, temporary or seasonal basis). For such employees, we did not make any assumptions, adjustments or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2025. We applied a U.S. dollar exchange rate to the compensation elements paid to our employees in currencies other than the U.S. dollar. Using reasonable estimates in accordance with SEC rules, we determined the compensation of our median employee by: (i) calculating the annual total compensation described above for each of our non-excluded employees; (ii) ranking the annual total compensation of all non-excluded employees, except for the chief executive officer, from highest to lowest; and (iii) identifying the employee who was the 479th person on that ranking (the “Median Employee”). After identifying the Median Employee, we calculated annual total compensation for both employees using the same methodology we use for our named executive officers as set forth in “2025 Summary Compensation Table” above, and then we calculated the average annual total compensation of those two employees. As a result of the foregoing, the annual total compensation for fiscal year 2025 for our Chief Executive Officer was $4,098,934 and for the Median Employee it was $55,000, resulting in a ratio of approximately 75 to 1. Given the different methodologies that various public companies are using to determine an estimate of their pay ratio, the estimated ratios reported above should not be used as a basis for comparison between companies.
Director Compensation for Fiscal Year 2025
Director Compensation for Fiscal Year 2025 The following table presents information regarding the total compensation awarded to, earned by and paid to Entravision’s non-employee directors during the fiscal year ended December 31, 2025. Mr. Christenson, our Chief Executive Officer, did not receive any additional compensation for his services as a director during this time, and information regarding his compensation for services as a named executive officer is presented above in the "2025 Summary Compensation Table" above.
Director Compensation for Fiscal Year 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) (2) (3) | Total ($) | | Gilbert R. Vasquez | 102,500 | 163,238 | 265,738 | | Paul Anton Zevnik | 165,000 | 163,238 | 328,238 | | Thomas Strickler | 90,000 | 163,238 | 253,238 | | Martha Elena Diaz | 100,000 | 163,238 | 263,238 | | Fehmi Zeko | 87,500 | 163,238 | 250,738 | | Brad Bender | 82,500 | 163,238 | 245,738 | | Lara Sweet | 95,000 | 163,238 | 258,238 |
Director Compensation for Fiscal Year 2025
(1) The amounts shown reflect the aggregate grant date fair value of restricted stock units granted during fiscal year 2025, determined in accordance with ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. For a discussion of the assumptions used in the valuation of awards, see Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 5, 2026. These amounts do not reflect the actual economic value that may be realized by our non-employee directors upon the vesting or settlement of such restricted stock units, or the subsequent sale of shares of Class A common stock received pursuant to such awards. (2) On May 29, 2025, each non-employee director serving on our Board at such time was granted 74,879 restricted stock units at a grant date fair value of $2.07. All such restricted stock units vest on the earlier of May 29, 2026 or the business day immediately preceding our 2026 Annual Meeting. (3) As of December 31, 2025, each non-employee director held the following number of outstanding restricted stock units:
Director Compensation for Fiscal Year 2025
| Name | Stock Options | Restricted Stock Units | | Gilbert R. Vasquez | — | 74,879 | | Paul Anton Zevnik | — | 74,879 | | Thomas Strickler | — | 74,879 | | Martha Elena Diaz | — | 74,879 | | Fehmi Zeko | — | 74,879 | | Brad Bender | — | 74,879 | | Lara Sweet | — | 74,879 |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy For directors who are also employees of the company, we do not provide additional compensation and such individuals are compensated only for their service as an officer or employee of the company, as the Compensation Committee believes that employee directors are adequately compensated for all of their responsibilities, including service as a director, through their compensation as employees. For non-employee directors of the company, we previously adopted a non-employee director compensation policy in order to attract and retain, on a long-term basis, high-caliber individuals to serve on our Board. Our non-employee director compensation policy, as amended, provides for the following cash retainers for services as a member of our Board, payable on the date of our annual stockholder meeting and pro-rated for partial years of service:
Non-Employee Director Compensation Policy
| Board of Directors: | Annual Cash Retainer | | Lead Independent Director (if not also Chair): | $92,500 | | Non-Executive Chair: | $135,000 | | All other non-employee members: | $75,000 | | Audit Committee: | | | Chair | $27,500 | | Non-Chair members | $12,500 | | Compensation Committee: | | | Chair | $17,500 | | Non-Chair members | $7,500 | | Nominating/Corporate Governance Committee: | | | Chair | $17,500 | | Non-Chair members | $7,500 |
Non-Employee Director Compensation Policy
Our non-employee director compensation policy also provides for an annual cash retainer for services as a member of the Special Committee. In July 2024, the Board suspended the Special Committee until such time as the Board deems it advisable. No cash retainers were paid to Special Committee members in 2025. In addition, our non-employee director compensation policy, as amended, provides for the grant of annual equity retainers in the form of restricted stock units with a grant date value of $155,000. Each annual RSU award vests on the earlier of (a) the first anniversary of the date of grant or (b) the business day immediately preceding the date of our next annual stockholder meeting. Directors who join the Board on any date other than the annual stockholder meeting will receive a pro-rated RSU award upon joining the Board, calculated based on the number of days between the date upon which the director joins the Board and the date of our next annual meeting of stockholders. Each such RSU award also vests on the earlier of (a) the first anniversary of the date of grant or (b) the business day immediately preceding the date of our next annual stockholder meeting. The underlying shares of Class A common stock relating to such restricted stock units shall be distributed to each such director at the time of termination of such director’s service with the company.