DEF 14A of Gray Media, Inc, Mar 28, 2024

DEF 14A of Gray Media, Inc

Filed Mar 28, 2024 · FY20230001437749-24-009842

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS

  2. Nominees

    Nominees The terms of office of all current directors will expire at the 2024 Annual Meeting. Pursuant to our Bylaws and resolutions of the Board, the size of the Board is currently set at ten directors. At the 2024 Annual Meeting, ten directors are to be elected to hold office until our next annual meeting of shareholders and until their successors have been duly elected and qualified. The director nominees are all current directors who have been nominated for election by the Nominating and Corporate Governance Committee. In case any nominee listed in the table below should be unavailable for any reason, which we have no reason to anticipate, your proxy will be voted for any substitute nominee or nominees who may be selected by the Nominating and Corporate Governance Committee prior to or at the 2024 Annual Meeting. Alternatively, if no substitute is selected by the Nominating and Corporate Governance Committee prior to or at the 2024 Annual Meeting, the Board may determine to reduce the membership of the Board to the number of nominees available for election. Set forth below is information concerning each of the nominees as of March 28, 2024:

  3. Nominees

    | Name | Director Since | Age | Position | | Hilton H. Howell, Jr. | 1993 | 62 | Executive Chairman and Chief Executive Officer | | Howell W. Newton | 1991 | 77 | Lead Independent Director | | Richard L. Boger | 1991 | 77 | Director | | Luis A. Garcia | 2016 | 57 | Director | | Richard B. Hare | 2016 | 57 | Director | | Robin R. Howell | 2012 | 59 | Director | | Donald P. (“Pat”) LaPlatney | 2019 | 64 | Director, President and Co-Chief Executive Officer | | Lorraine (“Lorri”) McClain | 2022 | 59 | Director | | Paul H. McTear | 2019 | 75 | Director | | Sterling A. Spainhour, Jr. | 2021 | 55 | Director |

  4. Nominees

    Hilton H. Howell, Jr. has served as our Chief Executive Officer since August 2008 and previously served as our President from June 2013 until January 2019. Mr. Howell, who is a member of the Executive Committee of the Board, has been a director since 1993 and served as the Vice Chairman of the Board from 2002 until April 2016 when he was appointed as Chairman and was appointed as Executive Chairman in January 2019. He served as our Executive Vice President from September 2002 to August 2008. He has served as President and Chief Executive Officer of Atlantic American Corporation, an insurance holding company, since 1995, and as Chairman of that company since February 2009. He has been Executive Vice President and General Counsel of Delta Life Insurance Company and Delta Fire & Casualty Insurance Company since 1991. Mr. Howell also serves as a director of Atlantic American Corporation and of each of its subsidiaries, American Southern Insurance Company, American Safety Insurance Company and Bankers Fidelity Life Insurance Company, as well as a director of Delta Life Insurance Company and Delta Fire & Casualty Insurance Company. He is the husband of Robin R. Howell, who is a member of our Board. In addition to the detailed operational knowledge he has gained in his current role as Gray’s Chief Executive Officer, Mr. Howell brings to the Board experience from current and past leadership positions as an executive and his service on numerous boards. Mr. Howell also previously practiced as an attorney in a variety of roles, which experience provides additional perspective to the matters within the purview of the Board. Howell W. Newton has served as a director since 1991, and as Lead Independent Director since April 2016, and is Chairman of the Audit Committee and a member of each of the Executive Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of our Board. Since December 2015, Mr. Newton has been a Manager of 1899 Management Services, LLC, a real estate and investment company that assumed the assets of Trio Manufacturing Co., a real estate and investment company. Mr. Newton has also served, since October 1996, as Managing General Partner of Willwell LLLP, a family limited liability partnership that owns real estate and financial investments. From 1978 through December 2015, Mr. Newton was President and Treasurer of Trio Manufacturing Co. Mr. Newton’s many years of executive experience with a financial services company provides the Board with considerable financial expertise. His tenure on our Board provides consistent leadership, and his familiarity with Gray’s operations serves as an ongoing resource for issues facing a large, public company. Richard L. Boger is the Chairman of the Compensation Committee and is also a member of the Executive Committee, the Nominating and Corporate Governance Committee and the Audit Committee of our Board. Mr. Boger has been President and Chief Executive Officer of Lex-Tek International, Inc., a financial services consulting company, since February 2002. He has also served, between July 2003 and July 2013, as business manager for Owen Holdings, LLLP; since July 2004, as General Partner of Shawnee Meadow Holdings, LLLP; and since March 2006, as business manager for Heathland Holdings, LLLP, each of which is an investment holding company. He has also served, since September 2012, as Trustee for the Boger-Owen Foundation, a 501(c)3 nonprofit under the Internal Revenue Code. He also served from 1993-2022 as a member of the Board of Trustees and Chair of the Audit Committee of CornerCap Group of Funds, a line of mutual funds. In 2021 CornerCap Large/Mid-Cap and CornerCap Balanced Funds converted to Exchange Traded Funds (EFT’s) and on November 18, 2022, the last remaining fund in the series, CornerCap Small Cap Value, was reorganized into the CornerCap Small Cap Value Fund, a series of Managed Portfolio Series by U.S. Bank under its multi-fund Board of Trustees. The CornerCap Group of Funds was dissolved along with the existing Board of Trustees on that date. Mr. Boger brings to the Board extensive managerial and entrepreneurial experience from his position as the Chief Executive Officer of a specialized financial services consulting company, his having founded and sold two commercial insurance services companies, and his service as a partner and business manager in multiple investment companies. His perspective from serving in several industries outside our own, including on the boards of a mutual fund and several nonprofit organizations, provides the Board with an informed resource for a wide range of disciplines and adds a diverse voice to its deliberations. Luis A. Garcia is a member of the Compensation Committee of the Board. Mr. Garcia has been the President and Lead Strategist of MarketVision, a privately owned, strategic marketing firm focused on understanding diverse audiences, since 2008. Prior thereto, Mr. Garcia served as the managing director of Garcia 360°, an integrated marketing firm which he founded in 1998, until it merged with MarketVision in 2008. The Board believes Mr. Garcia’s entrepreneurial success and considerable strategic marketing experience provide valuable insight and expertise to the Board and allow him to substantively contribute to the vision and growth of the Company. Richard B. Hare is the Chairman of the Nominating and Corporate Governance Committee and is also a member of the Audit Committee and the Executive Committee of our Board. Mr. Hare has been the Executive Vice President and Chief Financial Officer of Haverty Furniture Companies, Inc. (NYSE: HVT), a full service home furnishing retailer, since May 2017. He previously served as Senior Vice President and Chief Financial Officer of Carmike Cinemas, Inc., one of the largest motion picture exhibitors in the United States, from March 2006 until it was acquired by AMC Entertainment Holdings in December 2016. Prior thereto, Mr. Hare held a number of finance and accounting positions at various entities. Mr. Hare possesses a strong financial management and accounting background, as evidenced by the various senior financial positions held during his career, including his service as an executive vice president and chief financial officer of a public company, which deepen the financial and public company expertise of the Board. Robin R. Howell is a member of the Executive Committee of our Board. Ms Howell has served as Vice President and a director of both Delta Life Insurance Company and Delta Fire & Casualty Company since 1992. She formerly served as Chairman of the Board of Farmer’s and Merchant’s Bank and as a member of the Board of Directors of Premier Bancshares Inc. She received a BA in Economics from the University of Virginia and a Masters of Business Administration from the University of Texas at Austin, and she has held a number of management and oversight roles in various businesses in which her family has maintained ownership interests since that time. Mrs. Howell is also a member of the board of directors of Atlantic American Corporation. Mrs. Howell is the wife of Mr. Howell. Mrs. Howell is active in the community, serving on the Board of Directors of the High Museum of Art as Chairman and member of the Executive Committee, as a member on the Board of Directors of the Forward Arts Foundation, and as a member of the Junior League of Atlanta. Mrs. Howell’s experience in board matters, and involvement at the executive level in various businesses is invaluable to the Board, and her numerous civic, social and academic associations provide valuable insight to the Company and elevate the Company’s profile in the community.

  5. Nominees

    Donald P. (“Pat”) LaPlatney has served as a director and our President and Co-Chief Executive Officer since January 2019. Immediately prior to the joining the Company, Mr. LaPlatney served between July 2016 and January 2019 as the Chief Executive Officer and President of Raycom Media, Inc. (“Raycom”), a television broadcasting and media company acquired by the Company in January 2019. Mr. LaPlatney also served as a member of the board of directors of Raycom from 2016 until January 2019. Prior to that, he served as Chief Operating Officer of Raycom from April to July 2016, as Senior Vice President from 2012 to April 2016 and as Vice President, Digital Media from August 2007 to 2012. Before joining Raycom in 2007, Mr. LaPlatney held various executive positions at The Tube Media Corp., Westwood One and Raycom Sports. Additionally, Mr. LaPlatney serves as a board member of the National Association of Broadcasters and was previously the Chair of the NBC Affiliate Board. In addition to his operational knowledge in his current role as Gray’s President and Co-Chief Executive Officer, Mr. LaPlatney brings to the Board significant leadership experience in executive roles at Gray and other broadcasting and media organizations, providing valuable insight to the Board and allowing him to contribute to its growth and operations. Lorraine (“Lorri”) McClain is a member of the Nominating and Corporate Governance Committee of our Board. Ms. McClain has served as a director since March 2022. Ms. McClain is currently the President of Reicon Management, Inc., a family investment office. She previously served as the President and Chief Operating Officer of Prestige Communications, Inc., a privately owned cable television operator that served customers in three Mid-Atlantic states, from 1993 to 1999, and as a General Manager of Prestige Cable TV, Inc. from 1992 to 1993. In addition, Ms. McClain is the Chair of the Board of Directors of Anverse Inc., a charitable foundation, a member of the Board of Directors of NSORO, a non-profit organization serving children aging out of foster care, and has long been active in non-profit charitable organizations and philanthropic activities. The Board believes Ms. McClain’s considerable executive and operational experience in the local media industry provides valuable industry-specific insight to the Board allowing her to contribute to its growth and operations, and her numerous philanthropic associations and activities provide valuable insight to the Company and elevate the Company’s profile in the community. Paul H. McTear is a member of the Compensation Committee of the Board. Prior to joining the Company, Mr. McTear had served as the Chief Executive Officer and President of Raycom from June 2001 until July 2016, and as a member of the board of directors of Raycom from June 2001 until January 2019. He joined Raycom in February 1997 and served as its Chief Financial Officer until he became Chief Executive Officer and President in 2001. Prior to joining Raycom, he served in a variety of executive officer positions at Providence Journal Company, including as Executive Director of Finance of Providence Journal Company’s Broadcasting and Cable Television Division. Mr. McTear was instrumental in the launch of two cable programming networks and has served as a member of the Television Board at the National Association of Broadcasters. The Board believes Mr. McTear’s considerable executive experience in the media and broadcasting space provides essential industry–specific knowledge and expertise to the Board in the regulatory environment in which the Company operates. Sterling A. Spainhour, Jr. is a member of the Nominating and Corporate Governance Committee of our Board. Mr. Spainhour serves as Executive Vice President and Chief Legal Officer of Southern Company (NYSE: SO), one of the nation’s leading energy providers, since April 2023. Prior to that, he served as Senior Vice President, General Counsel and Chief Compliance Officer for Georgia Power, the largest subsidiary of Southern Company, from July 2020 to April 2023. From December 2016 through June 2020 he served as Senior Vice President and General Counsel of Southern Company Services, where he led the legal organization that supports all of Southern Company’s operating subsidiaries. Prior to joining Southern Company, he was a partner at Jones Day, a global law firm, where he practiced law specializing in mergers and acquisitions and corporate governance for over 20 years. The Board believes Mr. Spainhour’s broad experience counseling boards and senior management of publicly traded and private corporations regarding corporate governance, compliance, risk management, and transactional matters enables him to provide the Board an expansive perspective of the legal and business issues pertinent to the growth of the Company.

  6. Compensation Discussion and Analysis

    | What We Do | What We Don’t Do | | ● Provide pay opportunities that are appropriate to the size and scale of the Company; | ● Pay dividends or dividend equivalents on unearned equity awards; | | ● Disclose financial performance metrics and goals used in our incentives programs; | ● Allow repricing or backdating of stock options without shareholder approval; | | ● Provide only limited perquisites; | ● Provide excise tax gross ups; | | ● Maintain meaningful executive stock ownership and retention guidelines; | ● Allow executive officers to hedge Company stock; | | ● Annually review the risk profile of compensation programs and maintain risk mitigators; | ● Provide special supplemental executive retirement programs; and | | ● Provide moderate change-in-control protection; | ● Provide tax gross-ups on perquisites. | | ● Require double-trigger change-in-control vesting on long-term equity awards; | | | ● Maintain a NYSE-compliant clawback policy providing for recovery of erroneously awarded cash or equity-based compensation in connection with a financial restatement; | | | ● Retain an independent compensation consultant engaged by, and who reports directly to, the Compensation Committee; and | | | ● Align pay with performance, as a majority of compensation is performance–based. | |

  7. Compensation Discussion and Analysis

    | ● | motivate our executive officers to deliver superior performance in the short-term by providing competitive base salary increases, and annual incentive opportunities based upon satisfying specific achievements; |

  8. Compensation Discussion and Analysis

    | ● | align the interests of our executive officers with the long-term interests of our shareholders through the grant of equity-based compensation that offers market–competitive, long–term compensation opportunities, with the potential for enhanced compensation in extraordinary circumstances; |

  9. Compensation Discussion and Analysis

    | ● | provide an overall compensation package that promotes retention of our executives and is aligned with the defined target market position; and |

  10. Compensation Discussion and Analysis

    | ● | executing historic sports initiatives in which we secured long-term broadcast rights to the NBA team in one of our largest markets as well as numerous broadcast rights deals for limited runs of NBA games previously on regional sports networks, recaptured sports broadcasting rights for the Atlantic Coast Conference from Diamond Sports Group, and created statewide sports networks in Georgia and elsewhere; |

  11. Compensation Discussion and Analysis

    | ● | striving to ensure an appropriate benchmarking of compensation for each executive based on his role, as compared to market data for similar roles within the Company’s peer group, including an annual review, and updates where appropriate to that peer group, described below; |

  12. Compensation Discussion and Analysis

    | ● | establishing goals under the Company’s annual non-equity incentive compensation program based on achievement of defined quantitative financial metrics, as well as qualitative goals and objectives established in the first quarter of the fiscal year; |

  13. Compensation Discussion and Analysis

    | ● | applying appropriately updated methodologies and market data in making incentive compensation decisions, all as described below. |

  14. Compensation Discussion and Analysis

    | What We Have Heard | How We Have Responded | | Concerns over discretionary bonus payouts despite failure to meet performance thresholds under the program | ● Reviewed annual non-equity incentive program design relative to peers to better understand the competitive landscape ● Redesigned annual non-equity incentive program to include qualitative factors in the program in lieu of prior periodic awards outside of the program formula on a discretionary basis ● Added an individual performance multiplier (beginning in 2018) to enable differentiation based on individual contributions | | Lack of transparency in proxy disclosure related to annual incentive program performance | ● Continually enhance our Compensation Discussion and Analysis disclosure to help readers better understand the compensation program features, rationale for metric selection, impact of prospective changes made and are able to tie overall business strategy to pay results | | Lack of performance-vesting criteria on equity grants | ● Added performance vesting criteria to the long-term incentive equity award for our CEO in 2018, for our Co-CEO when he joined the Company in 2019, and for the other NEO positions beginning in 2022. | | No risk mitigators in place | ● Adopted stock ownership guidelines for executive officers (in 2018) and directors (in 2018) to promote stock ownership and ensure alignment with shareholders ● Adopted a clawback policy (in 2018) for bonus or incentive payments in the event that a restatement adversely impacts performance metrics or targets used to determine payouts of incentive awards, in order to mitigate compensation-related risks ● Adopted an additional clawback policy (in 2023) that complies with the NYSE requirements, and provides for recovery of erroneously awarded cash or equity-based compensation in connection with a financial restatement ● Adopted an anti-hedging policy (in 2018) that prohibits directors and executive officers from engaging in derivative or hedging transactions involving the Company’s securities ● Moved from single trigger to double trigger change-in-control vesting restrictions (in 2018) for equity awards to motivate the executives to maximize any transaction value for the longer term | | Other governance items of interest | ● Implemented a change-in-control severance plan (which excludes excise tax gross-ups) given industry consolidation and a desire to maintain continuity of executive team in the event of such a transaction ● Annually evaluate, and revise when appropriate, compensation benchmarking peer group to include companies that more closely align to the broadcasting industry |

  15. Compensation Discussion and Analysis

    | ● | Limit discretionary payouts, particularly when performance thresholds are not achieved; |

  16. Compensation Discussion and Analysis

    We value our shareholders’ input, and our goal is to continue to enjoy strong shareholder support for our compensation programs by designing our compensation programs to support our overall compensation philosophy and to align with the creation of shareholder value. The Compensation Committee is committed to continuing to seek investor feedback on executive compensation issues and to design and implement compensation programs that not only serve to attract, incent and retain our key executive officers but also serve the long-term interests of our shareholders. Determining Competitive Practices The Compensation Committee, with the assistance of Meridian, has identified, and evaluates the compensation policies and practices of, a peer group for purposes of determining appropriate compensation structure, types and amounts for our executive officers. Specifically, for 2023, the Compensation Committee used the peer group for relevant executive compensation comparisons such as market valuations of similar positions, and benchmarked certain compensation amounts and opportunities for each executive officer to market data for executives performing similar roles at peer group companies. As part of the Compensation Committee’s periodic review and analysis of the peer group it evaluates, in late 2022 the Compensation Committee, with the assistance of its compensation consultant and executive officers, evaluated the existing peer group and concluded that there had not been any significant changes to the Company, or to the peer group, that would necessitate a change in the peer group for 2023. As a result, the following compensation peer group, which had also been used for 2022, was considered in developing benchmarking data for each of the executive officers for 2023 compensation decisions:

  17. Compensation Discussion and Analysis

    The Compensation Committee believes that the use of peer group benchmarking for determining executive compensation is appropriate and provides relevant data to help the Compensation Committee execute on its compensation philosophy. Process for Establishing Executive Officer Total Compensation Peer group data is one of many inputs used by the Compensation Committee when establishing pay levels for the Company’s NEOs. In establishing NEO compensation levels for 2023, the Compensation Committee, with input from the Company’s Executive Chairman and Chief Executive Officer (with respect to the other executive officers) and its independent compensation consultant, considered and evaluated historical and expected executive performance, peer group compensation metrics, internal pay equity considerations and a competitive market study prepared by the compensation consultant. Compensation Decisions Made for 2023 Base Salary The base salary element of our executive compensation program provides each NEO with a fixed amount of annual cash compensation, intended to ensure an appropriate amount of financial certainty. Salaries for the NEOs are generally subject to annual review and adjustment by the Compensation Committee based on the size and complexity of the Company and its operations, the scope of each individual executive’s role, the knowledge and experience of the individual executive, the competitiveness of the executive’s total compensation as compared to the peer group, the performance of the incumbent and other factors. Consistent with its practice of making initial compensation decisions for a fiscal year in the first quarter of each year, the Compensation Committee approved base salaries for our NEOs (other than Ms. Breland) for 2023 at meetings held in March and early April 2023. Ms. Breland was promoted to Executive Vice President, Chief Operating Officer, on May 22, 2023 following the retirement of her predecessor in that position. The Compensation Committee approved her base salary (and other elements of her compensation) at the time of her promotion. At that time, and after consideration of the factors described above, the Compensation Committee approved the following base salary increases for each of the NEOs to more closely align with the competitive market and desired pay positioning, to recognize the growth in the business and to reward individual performance contributions to the Company:

  18. Compensation Discussion and Analysis

    For each performance metric, the target performance goal under the Company’s annual non-equity incentive compensation program is aligned with the Company’s internal business plan and annual budget (except that for any acquired stations, 80% of the budgeted revenue for any such acquired stations would be established as the target), all as approved by the Compensation Committee. Threshold goals were established at 80% of the applicable target so that a minimum level of performance was required to be achieved before any incentive payment would be awarded, with a significant reduction to the incentive eligible to be earned if results were below target. Maximum award levels were established at achievement of 110% of target levels, as the Compensation Committee believed this represented an appropriate amount of stretch for the goals. The Compensation Committee sets the threshold, target and maximum criteria at the start of each fiscal year to ensure that an appropriate degree of difficulty is incorporated into the goals. In addition, and in order to minimize the potential for changes in goals throughout the year, performance for determining award eligibility is evaluated excluding the results of any divested operations. The following goals were established in early April 2023 for the 2023 year:

  19. Compensation Discussion and Analysis

    | Financial Performance Metrics | Threshold ($) | Target ($) | Maximum ($) | | | (in thousands) | | | | Revenues (net of acquired stations and political advertising) | 2,632,771 | 3,290,964 | 3,620,060 | | Revenues (political advertising and acquired stations) | 37,439 | 46,799 | 51,479 | | Broadcast cash flow (net of completed acquisitions and political advertising revenue during the year) | 741,609 | 927,011 | 1,019,712 |

  20. Compensation Discussion and Analysis

    | ● | leadership in retransmission rates among peer companies; and |

  21. Compensation Discussion and Analysis

    | ● | strategic and long-term planning. |

  22. Compensation Discussion and Analysis

    | | Annual Incentive Opportunity | | | | | Threshold | Target | Maximum | | Hilton H. Howell, Jr. | 75% | 150% | 300% | | Donald P. LaPlatney | 50% | 100% | 200% | | James C. Ryan | 50% | 100% | 200% | | Kevin P. Latek | 50% | 100% | 200% | | Sandra Breland | 45% | 90% | 180% |

  23. Compensation Discussion and Analysis

    At the Compensation Committee’s regularly scheduled meeting in the first quarter of 2024, the achievement of financial goals for 2023 were certified, with resulting payouts approved following the Compensation Committee’s review of the Company’s financial results for the prior fiscal year. The Committee also reviewed certain publicly available information, data available from third parties, and internal proprietary data to assess the Company’s performance with respect to the qualitative metrics. Following careful consideration of all the information, the Committee concluded that on an overall basis the Company surpassed the goals set for the 2023 qualitative metrics by satisfying essentially all of the identified metrics, despite the macroeconomic challenges facing the Company during 2023. In particular, the Company surpassed each of the five absolute metrics, and it generally ranked at the highest levels among industry peers in nearly all of the relative metrics included in the qualitative metrics analysis. After assessing each qualitative objective, as well as reviewing additional factors that were deemed appropriate, the Compensation Committee determined that qualitative metric portions of the annual incentive compensation would be scored at 190% of target payout for that component. Total quantitative and qualitative metric amounts for the annual incentive compensation to each NEO were awarded as follows:

  24. Compensation Discussion and Analysis

    | Financial Performance Metric | % Weight | Target (in thousands) ($) | Final Results (in thousands) ($) | % Of Target Performance | % of Target Payout | | Revenues (Net of Political + Acquired Stations) | 15% | 3,290,964 | 3,199,146 | 97% | 93% | | Revenues (Political + Acquired Stations) | 15% | 46,799 | 78,588 | 168% | 200% | | Broadcast Cash Flow | 30% | 927,011 | 824,096 | 89% | 72% | | Qualitative Metrics | 40% | Scored Above Target | | | 190% | | Total payout (as % of target) | | | | | 142% |

  25. Compensation Discussion and Analysis

    | ● | the overall competitiveness of current compensation levels when considered against an appropriate peer group. |

  26. Compensation Discussion and Analysis

    In the event equity-based long-term incentive awards are granted, it has been the historical practice that award levels are also established at the Compensation Committee’s discretion, as opposed to being made with a formulaic approach such as is used to provide annual non-equity incentive compensation opportunities. In order to be able to provide awards intended to further align the interests of our executive officers, and other key employees, with the interests of our shareholders through stock price appreciation, we established, and at our 2022 Annual Meeting the Company’s shareholders approved, the Gray Television, Inc. 2022 Equity and Incentive Compensation Plan (the “2022 EICP”). The 2022 EICP allows for the grant of various types of equity awards, including performance shares, restricted shares and stock options. If stock options are granted, it is our practice to grant options with an exercise price equal to the closing price of the underlying class of our stock on the date of grant. Since 2018, the structure of the long-term incentive awards granted to our Executive Chairman and Chief Executive Officer, and since 2019 to the President and Co-Chief Executive Officer, has been 50% of the equity award in the form of shares of time-based restricted stock that vest in increments over three years, and 50% of the equity award in the form of shares of performance-based restricted stock that vest based on the satisfaction of performance criteria over the three-year period. In connection with considering long-term incentive awards that were made in February 2022, the Compensation Committee, in an effort to continue to ensure that the NEOs compensation is well-aligned with the long-term interests of our shareholders and that our long-term incentive structure includes a performance-based component for all of our NEOs, determined to align the structure of the long-term incentive awards for each NEO going forward with the structure currently in place for our Executive Chairman and Chief Executive Officer, and for our President and Co-Chief Executive Officer. 2023 Long-Term Incentive Award Opportunities In accordance with the factors and considerations described above, in 2023, the structure of the long-term incentive awards granted to each of our NEOs were as follows:

  27. Compensation Discussion and Analysis

    | ● | 50% of the equity award was granted in restricted shares of Class A common stock for Mr. Howell, and restricted shares of common stock for each of Messrs. LaPlatney, Ryan and Latek and Ms. Breland, all of which vests in increments based on each officer’s respective continued employment on each of the first, second and third anniversaries of the grant; and |

  28. Compensation Discussion and Analysis

    | ● | 50% of the equity award was granted in shares of performance-based restricted shares of Class A common stock for Mr. Howell, and of common stock for each of Messrs. LaPlatney, Ryan and Latek and Ms. Breland, which in each case can be earned in a range of 0% to 200% of the initial shares awarded, at the end of the three year period following the grant date, based upon the average percent of target payout earned based on Company performance under the annual non-equity incentive program in 2022, 2023 and 2024. The earned number of shares initially awarded will vest, and shares earned in excess of the target amount will be paid out, at the end of the three-year period once satisfaction of the performance objective has been certified by the Compensation Committee. In the event that the threshold performance criteria is not satisfied, then the performance-based restricted shares would be forfeited. |

  29. Compensation Discussion and Analysis

    | Name | LTI % of Base Salary | | Hilton H. Howell, Jr. | 400% | | Donald P. LaPlatney | 200% | | James C. Ryan | 200% | | Kevin P. Latek | 200% | | Sandra Breland | 180% |

  30. Compensation Discussion and Analysis

    See “Grants of Plan-Based Awards in 2023” for additional information, including the amount and grant date fair value of shares awarded. Payouts of 2021 Long-Term Incentive Grants – CEO and Co-CEO Awards In February 2024, the Compensation Committee certified that the performance criteria with respect to the performance-based long-term restricted stock awards that had been granted to each of Mr. Howell and Mr. LaPlatney in February 2021 had been achieved, and that they each had earned those shares, all of which vested in accordance with their terms. The number of performance shares actually earned was based on the performance of Gray Television over the three-year performance period ending on December 31, 2023. Consequently, the Compensation Committee approved a total payout to Mr. Howell of 132,006 shares and to Mr. LaPlatney of 66,507 shares, each representing 137% of the target amount of the performance-based stock awards) based on the three-year average target payout achieved (excluding the impact of any individual performance adjustment) under the Annual Non-Equity Incentive Compensation Program. The full amount of the shares received under the 2021 Long-Term Incentive Awards were settled in shares of Class A common stock for Mr. Howell and of Common Stock for Mr. LaPlatney. Retirement Plans and Other Benefits Capital Accumulation Plan Our NEOs, and all of our other employees, are eligible to participate in the Gray Television, Inc., Capital Accumulation 401(k) Plan (the “Capital Accumulation Plan”). Under the Capital Accumulation Plan employees are eligible to defer a part of their current income under the provisions of Section 401(k) of the IRC. Participants may elect to make pre-tax deferrals from their compensation each year, subject to annual limits on such deferrals imposed by the IRC. We may also, at our discretion, on an annual basis, make a matching contribution with respect to a participant’s elective deferrals and/or may make additional voluntary contributions based on annual Company performance. Discretionary profit sharing contributions, if made, are made to all qualified employees employed on the last day of the plan year, and the amount a qualified employee receives is based on their pay and years of service. In 2023, we intended to make matching contributions sufficient for the Capital Accumulation Plan to meet the safe harbor requirements under Code Section 401(k)(12)(b) and therefore matched employee contributions at a rate of 100% of the first 1% of each employee’s salary deferral, and 50% of the next 5% of each employee’s salary deferral. In addition, in 2023, we approved discretionary profit sharing contributions of approximately $9.9 million in the aggregate. Participants are immediately vested in their voluntary contributions plus any earnings thereon. For 2023, employer contributions (plus earnings thereon) were also immediately vested as required under the safe harbor requirements under Code Section 401(k)(12)(b). The Company’s discretionary profit sharing contributions made for 2023 become 100% vested after a participant completes three years of service. The vested portion of a participant’s accrued benefit is payable in a lump sum upon such employee’s termination of employment, attainment of age 59 1⁄2, retirement, total and permanent disability, or death. Participants may also make in-service withdrawals from the Capital Accumulation Plan and in certain specified instances of hardship. Pension Plan Our NEOs are also eligible to participate in the Gray Television, Inc. Retirement Plan (the “Retirement Plan”). This Retirement Plan benefit, however, was frozen effective July 1, 2015, and no further benefits accrue thereunder. Under this plan, a participating employee who retires on or after attaining age 65 and who has completed five years of service upon retirement may be eligible to receive during his or her lifetime, in the form of monthly payments, an annual pension equal to (i) 22% of the employee’s average earnings for the highest five consecutive years during the employee’s final ten years of employment multiplied by a factor, the numerator of which is the employee’s years of service credited under the plan before 1994 and the denominator of which is the greater of 25 or the years of service credited under the plan, plus (ii) 0.9% of the employee’s monthly average earnings for the highest five consecutive years in the employee’s final ten years of employment added to 0.6% of monthly average earnings in excess of Social Security covered compensation, multiplied by the employee’s years of service credited under the plan after 1993, with a maximum of 25 years minus years of service credited under (i) above. For participants as of December 31, 1993, there is a minimum benefit equal to the projected benefit under (i) at that time. The table in the section entitled Pension Benefits herein lists the years of credited service and the present value of each NEO’s accumulated pension benefit, assuming payment begins at age 65, under the Retirement Plan. Under the terms of the Retirement Plan, the accrued benefit is subject to the following distribution terms:

  31. Compensation Discussion and Analysis

    Under the terms of the separate pension plan which was merged into the Retirement Plan, as it concerns Mr. Ryan’s accrued benefit, similar spousal distribution protections are in place and will be separately applicable. In addition, because such plan had a lump sum payment option, special rules address how this lump sum option works with the annuity forms of payments also available to participants. Perquisites Gray also provides its executive officers with limited perquisites and other benefits, including the right to participate in all employee benefit plans generally available to employees, such as medical, dental, life and disability insurance plans. The Compensation Committee also believes it is appropriate for the Company to pay certain insurance premiums on behalf of our NEOs in order to remain market competitive for executive talent. Change-in-Control Plan Gray has adopted a Change in Control Plan under which participants are generally selected by the Compensation Committee and currently include our NEOs, and certain other key employees. Under the Change in Control Plan, a participant who, in connection with a change in control of the Company or within 24 months following a change in control, is involuntarily terminated without cause or voluntarily terminates his or her employment for good reason, would receive certain benefits as outlined below in “Potential Payments upon Termination or Change in Control - Change in Control Plan.” Other Governance Items Stock Ownership Guidelines Based on the view of the Compensation Committee that the ownership of an equity interest in the Company by executives is a component of good corporate governance and aligns executives and shareholder interests, the Compensation Committee adopted stock ownership guidelines that require the NEOs to directly own minimum amounts of the Company’s stock. Shares that count towards the satisfaction of the guidelines are those (i) owned directly by the participant, (ii) held in a brokerage account or 401(k) account, (iii) held in trust or by a wholly-owned family entity and (iv) restricted shares. Stock options, performance shares not yet paid out and any shares held in a margin account or pledged as collateral for a loan, are excluded from the stock ownership guidelines. The guidelines require the participants to beneficially own a number of shares of Class A and/or common stock that, when multiplied by relevant stock price on the measurement date, produces an amount equal to or greater than the multiple of salaries noted below:

  32. Compensation Discussion and Analysis

    | ● | caps on annual incentive plan payouts, limiting the upside potential when maximum performance is achieved; and |

  33. Summary Compensation Table

    Summary Compensation Table The following table sets forth a summary of the compensation of our Chief Executive Officer, Chief Financial Officer, and our other executive officers for each of 2023, 2022 and 2021:

  34. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings(4) ($) | All Other Compensation (5) ($) | Total ($) | | Hilton H. Howell, Jr. | 2023 | 1,458,000 | - | 5,832,007 | 3,184,871 | - | 155,648 | 10,630,526 | | Executive Chairman and | 2022 | 1,350,000 | - | 4,387,504 | 2,026,414 | - | 158,457 | 7,922,375 | | Chief Executive Officer | 2021 | 1,227,633 | - | 8,314,610 | 1,824,466 | - | 148,469 | 11,515,178 | | Donald P. LaPlatney | 2023 | 1,242,000 | - | 2,483,997 | 1,808,692 | - | 153,128 | 5,687,817 | | President and | 2022 | 1,150,000 | - | 2,299,986 | 1,564,963 | - | 141,129 | 5,156,078 | | Co-Chief Executive Officer | 2021 | 1,040,000 | 2,250,000 | 4,018,002 | 1,236,490 | - | 138,309 | 8,682,801 | | James C. Ryan | 2023 | 891,000 | - | 1,782,003 | 1,297,540 | - | 73,102 | 4,043,645 | | Executive Vice President and | 2022 | 825,000 | - | 1,649,989 | 1,122,691 | - | 76,102 | 3,673,782 | | Chief Financial Officer | 2021 | 754,961 | 2,000,000 | 3,207,938 | 841,498 | - | 76,550 | 6,880,947 | | Kevin P. Latek | 2023 | 891,000 | - | 1,782,003 | 1,297,540 | - | 48,655 | 4,019,198 | | Executive Vice President, Chief Legal and | 2022 | 825,000 | - | 1,649,989 | 1,122,691 | - | 43,658 | 3,641,338 | | Development Officer and Secretary | 2021 | 794,351 | 2,000,000 | 3,270,963 | 885,403 | - | 45,527 | 6,996,244 | | Sandra Breland (6) | 2023 | 683,651 | - | 966,110 | 623,365 | - | 69,912 | 2,343,037 | | Executive Vice President, Chief | | | | | | | | | | Operating Officer | | | | | | | | |

  35. Summary Compensation Table

    | (1) Each of the NEOs contributed a portion of his salary to our Capital Accumulation Plan. The disclosed salary amounts are before the NEOs’ contributions. |

  36. Summary Compensation Table

    | (2) For the year ended December 31, 2021, includes cash portion of the special transaction completion awards, which were granted in December 2021. |

  37. Summary Compensation Table

    | (3) Grant date fair value of awards of restricted shares made in the year indicated, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (Stock Compensation). For the year ended December 31, 2021, includes the grant date fair value of the equity portion of the special transaction completion awards for Messrs. LaPlatney, Ryan and Latek, which were granted in December 2021. See Note 8 to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2023 for a description of the assumptions made in the valuation of stock awards under FASB ASC Topic 718. |

  38. Summary Compensation Table

    | (4) The Change in Pension Value was calculated as the difference between the Present Value of Accumulated Benefits year at December 31, 2023 and the Present Value of Accumulated Benefits at December 31, 2022, adjusted for benefit payments made during the year. The present value of accumulated benefits at December 31, 2023 was calculated using the assumptions that were used for the December 31, 2023 disclosures, which were the Pri-2012 total mortality table projected using fully generational improvements based on M-2021 and a 4.79% discount rate. SEC rules indicate that if the Change in Pension Value is negative, the result should be displayed as $0 in the Summary Compensation Table. The pension value for each of Howell, Ryan, Latek and Ms. Breland in 2023 increased by $32,285, $55,099, $7,956 and $32,054, respectively. See the table in the section entitled "Pension Benefits" herein for additional information, including the present value assumptions used in this calculation. |

  39. Summary Compensation Table

    | (5) See All Other Compensation table for additional information. |

  40. Summary Compensation Table

    | (6) Ms. Breland was promoted to Executive Vice President and Chief Operating Officer on May 22, 2023. Her 2023 compensation information includes her pro-rated compensation in her current position as well as her compensation in her prior role with the Company. |

  41. Summary Compensation Table

    The following table describes each component of the amounts in the All Other Compensation column of the Summary Compensation Table for 2023:

  42. Summary Compensation Table

    | Name | Company Contributions to Defined Contribution Plans ($) | Company Paid Insurance Premiums ($) | Directors’ Fees(1) ($) | Total ($) | | Hilton H. Howell, Jr. | 26,400 | 46,747 | 82,500 | 155,648 | | Donald P. LaPlatney | 23,100 | 47,528 | 82,500 | 153,128 | | James C. Ryan | 26,400 | 46,701 | - | 73,102 | | Kevin P. Latek | 26,400 | 22,255 | - | 48,655 | | Sandra Breland | 22,798 | 47,114 | - | 69,912 |

  43. Summary Compensation Table

    | (1) Represents fees paid for serving as a member of our board of directors. See the section entitled Director Compensation for 2023 for additional information. |

  44. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The table below sets forth information about plan-based awards granted to the named executive officers during 2023 under the Company’s 2022 Equity and Incentive Compensation Plan. Non-equity annual incentive compensation payments were made to our NEOs in 2023 under the Annual Incentive Plan.

  45. Grants of Plan-Based Awards in 2023

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Numbers of Shares of Stock | All Other Option Awards: Number of Securities | Exercise or Base Price of option | Grant Date Fair Value of Stock and Option Awards | Share Price on | | Name | Grant Date | Threshold ($) | Target($) | Maximum($) | Threshold(#) | Target($) | Maximum($) | or Units (2)(#) | Underlying Options (#) | Awards ($/Sh) | Grant (3)($) | Grant Date | | Hilton H. Howell, Jr. | 4/10/2023 | - | - | - | - | 356,916 | 713,832 | 356,916 | - | - | 5,832,007 | $8.17 | | | | 1,093,500 | 2,187,000 | 4,374,000 | - | - | - | - | - | - | - | | | Donald P. LaPlatney | 4/10/2023 | - | - | - | - | 146,635 | 293,270 | 146,635 | - | - | 2,483,997 | $8.47 | | | | 621,000 | 1,242,000 | 2,484,000 | - | - | - | - | - | - | - | | | James C. Ryan | 4/10/2023 | - | - | - | - | 105,195 | 210,390 | 105,195 | - | - | 1,782,003 | $8.47 | | | | 445,500 | 891,000 | 1,782,000 | - | - | - | - | - | - | - | | | Kevin P. Latek | 4/10/2023 | - | - | - | - | 105,195 | 210,390 | 105,195 | - | - | 1,782,003 | $8.47 | | | | 445,500 | 891,000 | 1,782,000 | - | - | - | - | - | - | - | | | Sandra Breland | 3/1/2023 | - | - | - | - | - | - | 9,565 | - | - | 109,998 | $11.50 | | | 5/22/2023 | - | - | - | - | 54,253 | 108,506 | 54,253 | - | - | 856,112 | $7.89 | | | | 214,028 | 428,055 | 856,110 | - | - | - | - | - | - | - | |

  46. Grants of Plan-Based Awards in 2023

    | (1) For information on actual payouts under non-equity incentive plan awards for 2023 performance, see the column titled Non-equity Incentive Plan Compensation in the Summary Compensation Table above. |

  47. Grants of Plan-Based Awards in 2023

    | (2) In 2023, the stock awards granted to Mr. Howell were in our Class A common stock while the stock awards granted to Mr. LaPlatney, Mr. Ryan, Mr. Latek and Ms. Breland were in our common stock. Of the grants to Mr. Howell, the vesting of 356,916 of the Class A common stock shares are subject to certain performance criteria that may decrease or increase the ultimate amount earned. Of the grants to Mr. LaPlatney (146,635), Ryan (105,195), Latek (105,195) and Ms. Breland (54,253), the vesting of the common stock shares are subject to certain performance criteria that may decrease or increase the ultimate amount earned. |

  48. Grants of Plan-Based Awards in 2023

    | (3) Grant date fair value of awards computed in accordance with FASB ASC Topic 718. See Note 8 to the Company's consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2023 for more information regarding stock awards under FASB ASC Topic 718. |

  49. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table provides information on the stock options and restricted stock awards held by the NEOs at December 31, 2023. The market value of the stock awards is based on the closing market price per share of our common stock and Class A common stock of $8.96 and $8.57, respectively, as of December 31, 2023.

  50. Outstanding Equity Awards at December 31, 2023

    | | Stock Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested ($) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, units of Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Hilton H. Howell, Jr | - | - | - | - | - | 588,054(1) | 5,039,623 | 560,179(2) | 4,800,734 | | Donald P. LaPlatney | - | - | - | - | - | 251,972(3) | 2,257,669 | 247,075(4) | 2,213,792 | | James C. Ryan | - | - | - | - | - | 200,623(5) | 1,797,582 | 142,424(6) | 1,276,119 | | Kevin P. Latek | - | - | - | - | - | 201,776(7) | 1,807,913 | 142,424(8) | 1,276,119 | | Sandra Breland | - | - | - | - | - | 57,948(9) | 519,214 | 54,253(10) | 486,107 |

  51. Outstanding Equity Awards at December 31, 2023

    | (1) Includes: 67,755 restricted shares of Class A common stock that vested on January 31, 2024; 118,972 restricted shares of Class A common stock that vested on February 29, 2024; 63,873 restricted shares of Class A common stock that will vest on December 1, 2024; 35,636 restricted shares of Class A common stock that will vest on January 31, 2025; 118,972 restricted shares of Class A common stock that will vest on February 28, 2028; 63,874 of restricted shares of Class A common stock that will vest on December 1, 2025; and 118,972 restricted shares of Class A common stock that will vest on February 26, 2026. |

  52. Outstanding Equity Awards at December 31, 2023

    | (2) Includes: 96,355 restricted shares of Class A common stock that vested on February 29, 2024; 106,908 restricted shares of Class A common stock that will vest on January 31, 2025; and 356,916 restricted shares of Class A common stock that will vest on February 26, 2026. |

  53. Outstanding Equity Awards at December 31, 2023

    | (3) Includes: 33,479 restricted shares of common stock that vested on January 31, 2024; 48,878 restricted shares of common stock that vested on February 29, 2024; 27,279 restricted shares of common stock that will vest on December 1, 2024; 17,299 restricted shares of common stock that will vest on January 31, 2025; 48,878 restricted shares of common stock that will vest on February 28, 2025; 27,280 restricted shares of common stock that will vest on December 1, 2025; and 48,879 restricted shares of common stock that will vest on February 28, 2026. |

  54. Outstanding Equity Awards at December 31, 2023

    | (4) Includes: 48,545 restricted shares of common stock vested on February 29, 2024; 51,895 restricted shares of common stock that will vest on January 31, 2025; and 146,635 restricted shares of common stock that will vest on February 26, 2026. |

  55. Outstanding Equity Awards at December 31, 2023

    | (5) Includes: 34,522 restricted shares of common stock that vested on January 31, 2024; 35,065 restricted shares of common stock that vested on February 29, 2024; 24,248 restricted shares of common stock that will vest on December 1, 2024; 12,409 restricted shares of common stock that will vest on January 31, 2025; 35,065 restricted shares of common stock that will vest on February 28, 2025; 24,249 restricted shares of common stock that will vest on December 1, 2025; and 35,065 restricted shares of common stock that will vest on February 28, 2026. |

  56. Outstanding Equity Awards at December 31, 2023

    | (6) Includes: 37,229 restricted shares of common stock that will vest on January 31, 2025; and 105,195 restricted shares of common stock that will vest on February 28, 2026. |

  57. Outstanding Equity Awards at December 31, 2023

    | (7) Includes: 35,675 restricted shares of common stock that vested on January 31, 2024; 35,065 restricted shares of common stock that vested on February 29, 2024; 24,248 restricted shares of common stock that will vest on December 1, 2024; 12,409 restricted shares of common stock that will vest on January 31, 2025; 35,065 restricted shares of common stock that will vest on February 28, 2025; 24,249 restricted shares of common stock that will vest on December 1, 2025; and 35,065 restricted shares of common stock that will vest on February 28, 2026. |

  58. Outstanding Equity Awards at December 31, 2023

    | (8) Includes: 37,229 restricted shares of common stock that will vest on January 31, 2025; and 105,195 restricted shares of common stock that will vest on February 28, 2026. |

  59. Outstanding Equity Awards at December 31, 2023

    | (9) Includes: 18,084 restricted shares of common stock that vested on February 29, 2024; 3,695 restricted stock units of common stock that vested March 1, 2024; 18,084 restricted shares of common stock that will vest on February 28, 2025; and 18,085 restricted shares of common stock that will vest on February 28, 2026. |

  60. Outstanding Equity Awards at December 31, 2023

    | (10) Includes: 54,253 restricted shares of common stock that will vest on February 28, 2026. |

  61. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information on the number of shares of stock vested in 2023 and the value realized by each NEO before payment of any applicable withholding tax.

  62. Option Exercises and Stock Vested in 2023

    | | | Option Awards | | Stock Awards | | | Name | Class of Stock | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Hilton H. Howell, Jr. | Common | - | - | - | - | | | Class A Common | - | - | 267,859 | 3,281,509 | | Donald P. LaPlatney | Common | - | - | 127,328 | 1,471,578 | | | Class A Common | - | - | - | - | | James C. Ryan | Common | - | - | 77,332 | 886,802 | | | Class A Common | - | - | - | - | | Kevin P. Latek | Common | - | - | 79,456 | 914,329 | | | Class A Common | - | - | - | - | | Sandra Breland | Common | - | - | 3,299 | 37,939 | | | Class A Common | - | - | - | - |

  63. Option Exercises and Stock Vested in 2023

    | (1) Calculated by multiplying the gross number of shares acquired by the market value of the shares as of the relevant vesting date. |

  64. Pension Benefits

    Pension Benefits Messrs. Howell, Ryan and Latek were eligible to participate in the Retirement Plan. Because Mr. LaPlatney and Ms. Breland joined the Company after the Plan was frozen, he was not eligible to participate in the Plan. The Retirement Plan, which is intended to be tax qualified, is available to certain of our employees and the employees of all of our subsidiaries that have been designated as participating companies under the plan. The Company froze the Retirement Plan effective July 1, 2015. A participating employee who retires on or after attaining age 65 and who has completed five years of service upon retirement may be eligible to receive during his or her lifetime, in the form of monthly payments, an annual pension equal to (i) 22% of the employee’s average earnings for the highest five consecutive years during the employee’s final ten years of employment multiplied by a factor, the numerator of which is the employee’s years of service credited under the plan before 1994 and the denominator of which is the greater of 25 or the years of service credited under the plan, plus (ii) 0.9% of the employee’s monthly average earnings for the highest five consecutive years in the employee’s final ten years of employment added to 0.6% of monthly average earnings in excess of Social Security covered compensation, multiplied by the employee’s years of service credited under the plan after 1993, with a maximum of 25 years minus years of service credited under (i) above. For participants as of December 31, 1993, there is a minimum benefit equal to the projected benefit under (i) at that time. In addition, under the Retirement Plan, Mr. Ryan is eligible to receive retirement benefits that would have been paid by Gray under a pension plan with Mr. Ryan’s former employer, which plan was merged into the Retirement Plan. Benefit amounts thereunder have been frozen since September 1997. Our NEOs did not receive any pension benefit payments in 2023. The following table shows the years of credited service and the present value of accumulated benefits as of December 31, 2023 for the NEOs:

  65. Pension Benefits

    | Name | Number of Years Credited Service(1) | Plan Name | Present Value of Accumulated Benefit(2) ($) | | Hilton H. Howell, Jr. | 13 | Gray Television, Inc. Retirement Plan | 436,498 | | Donald P. LaPlatney | N/A | Gray Television, Inc. Retirement Plan | N/A | | James C. Ryan | 17 | Gray Television, Inc. Retirement Plan | 767,147(3) | | Kevin P. Latek | 4 | Gray Television, Inc. Retirement Plan | 91,737 | | Sandra Breland | N/A | Gray Television, Inc. Retirement Plan | N/A |

  66. Pension Benefits

    | (1) Computed as of the same measurement date as used for 2023 financial statement reporting purposes. |

  67. Pension Benefits

    | (2) The Present Value of Accumulated Benefits at December 31, 2023 was calculated using the assumptions that were used for the December 31, 2023 disclosures, which were the Pri-2012 total mortality table projected using fully generational improvements based on MP 2021 and a 4.79% discount rate. |

  68. Pension Benefits

    The Present Value of Survivor Annuities upon Death at December 31, 2023 were calculated using the assumptions that were used for the December 31, 2023 disclosures and the plan's actuarial equivalence, which is 5% and the applicable mortality table for distributions made during 2024. Spouses are assumed to be five years younger than their husbands and the form of payment is assumed to be a 50% Joint and Survivor Annuity. The Present Value of Accumulated Benefits at December 31, 2022 were calculated using the assumptions that were used for the December 31, 2022 disclosures, which were the Pri-2012 total mortality table projected using fully generational improvements based on MP 2021 and a 4.99% discount rate.

  69. Pension Benefits

    | (3) Effective 12/31/2016 the Busse Pension Plan was merged into the Gray Television, Inc. Retirement Plan. James C. Ryan has benefits in both these plans. For Mr. Ryan, the present value of accumulated benefits for the Gray Television, Inc. Retirement Plan and the former Busse Pension Plan are $618,236 and $148,911, respectively. |

  70. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The information below describes and quantifies certain compensation that would become payable under existing plans, policies and arrangements if the employment of each NEO had terminated (by virtue of involuntary termination, death, disability, voluntary termination or change of control) on December 31, 2023, given the NEO’s compensation and service levels as of such date and, if applicable, based on our closing stock price on December 31, 2023. These benefits include benefits available generally to salaried employees, such as distributions under the Retirement Plan, Capital Accumulation Plan, disability benefits, life insurance and accrued vacation pay.

  71. Potential Payments upon Termination or Change in Control

    | ● | For the purposes of this discussion, “disability” generally means total disability, resulting in the individual being unable to perform his job and “change of control” means any of the following, subject to certain exceptions: |

  72. Potential Payments upon Termination or Change in Control

    | ● | any person becoming the beneficial owner of 50% or more of the combined voting power of our then outstanding shares; |

  73. Potential Payments upon Termination or Change in Control

    | ● | during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; |

  74. Potential Payments upon Termination or Change in Control

    | ● | there is consummated any consolidation or acquisition in which we are not the continuing or surviving corporation or pursuant to which shares of our common stock are converted into cash, securities or other property; |

  75. Potential Payments upon Termination or Change in Control

    | ● | there is consummated any consolidation or acquisition of us, in which we are the continuing corporation, and the holders of our common stock immediately prior to the acquisition do not own 51% or more of the stock of the surviving corporation immediately after the acquisition or there is consummated a sale, lease, exchange or other transfer of substantially all our assets; |

  76. Potential Payments upon Termination or Change in Control

    | ● | there is consummated any sale, lease, exchange or other transfer of substantially all our assets; or |

  77. Potential Payments upon Termination or Change in Control

    | ● | our shareholders approve any plan or proposal for our liquidation or dissolution. |

  78. Potential Payments upon Termination or Change in Control

    Change in Control Plan The Company maintains the Gray Television, Inc. Executive and Key Employee Change in Control Severance Plan (the “Change in Control Plan”). Participants in the Change in Control Plan are generally selected by the Compensation Committee and currently include our NEOs and certain other key employees. Under the Change in Control Plan, a participant who, in connection with a change in control of the Company or within 24 months following a change in control, is involuntarily terminated without cause or voluntarily terminates his or her employment for good reason (a “qualifying termination”), would receive:

  79. Potential Payments upon Termination or Change in Control

    | ● | any unpaid base salary and payment for unused vacation under the Company’s vacation policy through the date of termination; |

  80. Potential Payments upon Termination or Change in Control

    | ● | a payment equal to the participant’s target annual cash incentive opportunity for the year in which the termination occurred, pro-rated through the date of termination of such year; and |

  81. Potential Payments upon Termination or Change in Control

    | ● | a lump sum cash severance payment equal to a multiple (the “severance multiplier”) of the sum of the participant’s annual base salary on the termination date (or any higher annual base salary that was in effect during the 9-month period immediately prior to the change in control) and the participant’s target annual cash incentive opportunity in effect immediately prior to the change in control. The severance multiplier is 3.0 for Mr. Howell and Mr. LaPlatney and 2.0 for Messrs. Ryan, Latek and Ms. Breland. |

  82. Potential Payments upon Termination or Change in Control

    In addition to the foregoing, equity awards of a participant will immediately vest and become exercisable upon a qualifying termination, with performance-based equity award generally vesting at the target level, if applicable. If the participant elects to continue group health care coverage under COBRA, the participant will also be reimbursed for the portion of the premiums that the Company would have paid if the participant had continued to be an employee of the Company for a period of years equal to the participant’s severance multiplier, or earlier in certain circumstances. Any payment under the Change in Control Plan will be in lieu of any other severance or termination payment that may be due or become payable to a participant. In addition, the Change in Control Plan provides that in the event that the severance and other benefits provided for in the Change in Control Plan would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the benefits under the Change in Control Plan will be either delivered in full, or delivered to a lesser extent which would result in no portion of the benefits being subject to such excise tax, whichever is more beneficial to the participant. The Change in Control Plan does not provide excise tax gross-ups on payments to participants. Payments under the Change in Control Plan are contingent upon a participant’s execution of a release of claims in favor of the Company and compliance by the terminated participant with the non-solicitation, non-competition and confidentiality covenants in the Change in Control Plan. Treatment of Equity Under 2022 Equity and Incentive Compensation Plan The form of restricted stock award agreement and form of restricted stock unit award agreement approved by the Compensation Committee for use under the 2022 Equity and Incentive Compensation Plan provides that if a participant’s termination of employment occurs as a result of death or disability or if, within 12 months of a change in control, a participant’s employment is involuntarily terminated without cause or the participant resigns for good reason and if the award then remains outstanding, any unvested portion of the awards or a replacement thereof will immediately become vested. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed, actual amounts paid or distributed may be different than as disclosed. Factors that could affect these amounts include the timing during the year of any such event or our stock price. The following table sets forth the amounts that would be owed by Gray to our NEOs if they were terminated as a result of involuntary termination, death, disability, voluntary termination, or there was a change of control (followed by an involuntary termination), on December 31, 2023:

  83. Potential Payments upon Termination or Change in Control

    | Name | Involuntary Termination (1)(2) ($) | Death (1)(3) ($) | Disability (1)(4) ($) | Voluntary Termination (1)(2) ($) | Change of Control (1)(5) ($) | | Hilton H. Howell, Jr. | 688,844 | 12,325,905 | 11,309,037 | 688,844 | 23,651,201 | | Donald P. LaPlatney | 196,654 | 6,668,115 | 4,787,786 | 196,654 | 13,362,115 | | James C. Ryan | 818,551 | 5,533,622 | 4,312,416 | 818,551 | 8,347,252 | | Kevin P. Latek | 199,972 | 5,241,649 | 6,065,374 | 199,972 | 7,739,004 | | Sandra Breland | 115,516 | 3,120,837 | 2,005,878 | 115,516 | 3,356,232 |

  84. Potential Payments upon Termination or Change in Control

    | (1) The amounts reported above reflect any accrued and unpaid benefits payable to the executive officer in addition to payments identified in plan documents and insurance policies. |

  85. Potential Payments upon Termination or Change in Control

    | (2) Includes each NEO’s accrued and unpaid vacation payable upon termination and the present value of accumulated benefits from their pension plan as determined by the plan’s actuary. |

  86. Potential Payments upon Termination or Change in Control

    | (3) Includes each NEO’s accrued and unpaid vacation payable upon termination, the death benefit under their respective basic and supplemental life insurance coverage, the present value of the accumulated benefits from their pension plan as determined by the plan’s actuary, and accelerated vesting of 100% of their respective unvested restricted stock awards and stock options. The life insurance benefit reflects the payment of the death benefit by the insurance company for which Gray has been paying premiums on behalf of the NEO. |

  87. Potential Payments upon Termination or Change in Control

    | (4) Includes each NEO’s accrued and unpaid vacation payable upon termination, the amount of long-term disability payments, the present value of accumulated benefits from their pension plan as determined by the plan’s actuary, and accelerated vesting of 100% of their respective unvested restricted stock awards and stock options. NEOs are entitled to monthly long-term disability payments from the time of disability through age 65. |

  88. Potential Payments upon Termination or Change in Control

    | (5) Includes each NEO’s accrued and unpaid vacation payable upon termination, the present value of accumulated benefits from their respective pension plan(s) as determined by the plan’s actuary, and accelerated vesting of 100% of their respective unvested restricted stock awards and stock options. |

  89. CEO Pay Ratio

    CEO Pay Ratio For the 2023 fiscal year, the ratio of the annual total compensation of Mr. Howell, our Chief Executive Officer (“CEO Compensation”), to the median of the annual total compensation of all of our employees other than our Chief Executive Officer (“Median Annual Compensation”) was 197 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. In this summary, we refer to the employee who received such Median Annual Compensation as the “Median Employee.” For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2023 (the “Determination Date”). CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Howell in the Summary Compensation Table for the 2023 fiscal year. For purposes of this disclosure, Median Annual Compensation was $53,925, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2023 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K. To identify the Median Employee, we first determined our employee population as of the Determination Date. We had 8,978 employees, representing all full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries as of the Determination Date. This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. We then measured compensation for the period beginning on January 1, 2022 and ending on December 31, 2022 for these employees. This compensation measurement was calculated by totaling, for each employee, gross taxable earnings, including salary, wages, tips and other compensation as shown in our payroll and human resources records for 2022. A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the Median Employee, we annualized the compensation for such individuals.

  90. Pay Versus Performance

    Pay Versus Performance As required by pay versus performance rules adopted by the SEC (“PVP Rules”), the below Pay Versus Performance table (“PVP Table”) provides information about 2023 compensation for this Proxy Statement’s NEOs, as well as NEOs from our 2022, 2021 and 2020 Proxy Statements (each of 2020, 2021, 2022, and 2023, a “Covered Year”). The PVP Table also provides information about the results for certain financial performance measures during those same Covered Years. In reviewing this information, there are a few important things to consider:

  91. Pay Versus Performance

    | ● | The information in columns (b) and (d) comes directly from this and prior years’ Summary Compensation Tables, without adjustment; |

  92. Pay Versus Performance

    | ● | As required by the PVP Rules, we describe the information in columns (c) and (e) as “compensation actually paid” (or “CAP”) to the applicable NEOs, but these CAP amounts do not entirely reflect compensation that our NEOs actually earned for their service in the Covered Years. Instead, CAP reflects a calculation involving a combination of realized pay (primarily for cash amounts) and realizable or accrued pay (primarily for pension benefits and equity awards); and |

  93. Pay Versus Performance

    | ● | As required by the PVP Rules, we provide information about our total shareholder return (“TSR”) results, PVP Peer Group (as defined below) TSR results and U.S. GAAP net income results (the “External Measures”) during the Covered Years in the PVP Table, but we did not actually base any compensation decisions for the NEOs on, or link any NEO pay to, these particular External Measures because the External Measures were not metrics used in our incentive plans during the Covered Years. |

  94. Pay Versus Performance

    Due to the use of the Broadcast Cash Flow (as defined below) performance measure in our annual incentive plan and our long-term incentive plan, the Company has determined that, pursuant to the PVP Rules, Broadcast Cash Flow should be designated as the “Company-Selected Measure” because we believe it is the most important financial measure that we used to link 2023 NEO compensation actually paid to our performance.

  95. Pay Versus Performance

    | PAY VERSUS PERFORMANCE(1) | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year (a) | Summary Compensation Table (“SCT”) Total for PEO (b)(1) ($) | Compensation Actually Paid to PEO (c)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (d)(1) ($) | Average Compensation Actually Paid to Non- PEO NEOs (e)(2) ($) | Total Share- holder Return (common stock)(f)(3) ($) | Total Share- holder Return (Class A common stock) (f)(3) ($) | Peer Group Total Share- holder Return (g)(3) ($) | Net (Loss) Income (in millions) (h)(4) ($) | Broadcast Cash Flow (in millions) (i)(5) ($) | | 2023 | 10,630,526 | 8,114,402 | 4,023,424 | 3,051,022 | 45 | 46 | 88 | (76) | 912 | | 2022 | 7,922,375 | 3,220,846 | 3,916,637 | 1,760,666 | 54 | 57 | 90 | 455 | 1,440 | | 2021 | 11,515,178 | 12,918,893 | 7,196,056 | 7,431,919 | 95 | 94 | 108 | 90 | 813 | | 2020 | 6,508,173 | 4,268,948 | 3,202,197 | 2,466,542 | 83 | 84 | 88 | 410 | 999 |

  96. Pay Versus Performance

    | (1) Mr. Howell was our principal executive officer (“PEO”) for the full year for each of 2023, 2022, 2021 and 2020. For 2023, our non-PEO NEOs were Messrs. LaPlatney, Ryan and Latek and Ms. Breland. For the full year for each of 2022, 2021 and 2020, our non-PEO NEOs were Messrs. LaPlatney, Ryan, Latek and Robert L. Smith. |

  97. Pay Versus Performance

    | (2) For each of 2023, 2021, 2021 and 2020 (each, a “Covered Year”), in determining both the compensation “actually paid” to our PEO and the average compensation “actually paid” to our non-PEO NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) (as applicable) for such Covered Year certain amounts as required by SEC rules, including the following amounts with respect to 2023: |

  98. Pay Versus Performance

    | Item and Value Added (Deducted) | 2023 | | For Mr. Howell: | | | - change in actuarial present value of pension benefits | — | | + service cost of pension benefits | — | | + prior service cost of pension benefits | — | | - SCT “Stock Awards” column value | $(5,832,007) | | - SCT “Option Awards” column value | — | | + year-end fair value of outstanding equity awards granted in Covered Year that were outstanding as of Covered Year-end | $7,773,630 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end | $(3,258,008) | | + vesting date fair value of equity awards granted and vested in Covered Year | — | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | $(1,525,397) | | - prior year-end fair value of prior year equity awards forfeited in Covered Year | — | | + includable dividends/earnings on equity awards during Covered Year | $325,658 | | For Non-PEO NEOs (Average): | | | - change in actuarial present value of pension benefits | — | | + service cost of pension benefits | — | | + prior service cost of pension benefits | — | | - SCT “Stock Awards” column value | $(1,753,528) | | - SCT “Option Awards” column value | — | | + year-end fair value of outstanding equity awards granted in Covered Year that were outstanding as of Covered Year-end | $2,327,858 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end | $(1,059,007) | | + vesting date fair value of equity awards granted and vested in Covered Year | — | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | $(579,818) | | - prior year-end fair value of prior year equity awards forfeited in Covered Year | — | | + includable dividends/earnings on equity awards during Covered Year | $92,092 |

  99. Pay Versus Performance

    | (3) For each Covered Year, our TSR and the PVP Peer Group TSR was calculated based on the cumulative total shareholder return on the applicable stock, based on a deemed fixed investment of $100 at market close on December 31, 2019. For purposes of this pay versus performance disclosure, our PVP peer group is the New York Stock Exchange Television Broadcasting Stations Index (the “PVP Peer Group”). Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  100. Pay Versus Performance

    | (4) Net (loss) income is calculated in accordance with GAAP. |

  101. Pay Versus Performance

    | (5) For purposes of this table, “Broadcast Cash Flow” is broadcast cash flow (net of completed acquisitions and political advertising revenue during the year), which is calculated as net income adjusted for loss on early extinguishment of debt, non-cash corporate and administrative expenses, non-cash stock-based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense and non-cash 401(k) expense, less any gain on disposal of assets, any miscellaneous income and payments for program broadcast rights. |

  102. Pay Versus Performance

    The following charts provide, across the Covered Years, (1) a comparison between our cumulative TSR and the cumulative TSR of the PVP Peer Group, and (2) illustrations of the relationships between (A) the CAP to the PEO and the average of the CAP to our non-PEO NEOs (in each case as set forth in the PVP Table above) and (B) each of the performance measures set forth in columns (f), (h) and (i) of the PVP Table above.

  103. Pay Versus Performance

    | | |

  104. Pay Versus Performance

    Tabular List The following table lists the three financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our NEOs for fiscal 2023 to our performance:

  105. Pay Versus Performance

    | Broadcast Cash Flow (Net of Completed Transactions and Political Revenue) | | Revenues (Net of Political + Acquired Stations) | | Revenues (Political + Acquired Stations) |

  106. Director Compensation for 2023

    Director Compensation for 2023 The objective of our compensation and benefit program for directors is to appropriately compensate directors for the time and effort required to be an effective director of a company of our size and scope; to align directors’ interests with the long-term interests of shareholders; and to be simple, transparent and easy for shareholders to understand. Our compensation and benefit program for directors was developed and adopted after consultation with Meridian and a review of the compensation practices of companies within our peer group. For 2023, the program provided that each director would receive the following compensation for service on our Board:

  107. Director Compensation for 2023

    | Description | Amount ($) | | Annual Retainers: | | | Lead Independent Director’s annual retainer fee | 107,500 | | Director annual retainer fee | 82,500 | | Additional Annual Retainers: | | | Chairman of Audit Committee | 25,000 | | Non-Chairman member of Audit Committee | 15,000 | | Chairman of Compensation Committee | 22,500 | | Non-Chairman member of Compensation Committee | 11,250 | | Chairman of Nominating and Corporate Governance Committee | 15,000 | | Non-Chairman member of Nominating and Corporate Governance Committee | 7,500 |

  108. Director Compensation for 2023

    In addition to the retainers paid to our directors, our directors are entitled to receive annual grants of restricted stock under our equity incentive plans valued at approximately $145,000. We typically make these annual stock awards at the commencement of each annual term as a director following the annual meeting of shareholders. The Company has also adopted stock ownership guidelines to align director and shareholder interests, which require directors to directly own minimum amounts of the Company’s stock. The guidelines require the directors to beneficially own a number of shares of Gray Television stock that, when multiplied by stock price on the measurement date, produces an amount equal to or greater than three times the annual retainer fee noted above. Directors have five years to comply with these guidelines and the holdings of each director are currently either at the guideline or on track to meet it. The following table presents the compensation paid to our non-employee directors in 2023. Mr. Howell, our Executive Chairman and Chief Executive Officer, and Mr. LaPlatney, our President and Co-Chief Executive Officer, were our only employee directors in 2023. For information on the compensation paid to Mr. Howell and Mr. LaPlatney for their service in all positions with the Company, including as a director, see the Summary Compensation Table.

  109. Director Compensation for 2023

    | Name (1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | Total ($) | | Richard L. Boger | 127,500 | 145,000 | 272,500 | | Luis A. Garcia | 93,750 | 145,000 | 238,750 | | Richard B. Hare | 112,500 | 145,000 | 257,500 | | Robin R. Howell | 82,500 | 145,000 | 227,500 | | Lorraine McClain | 89,320 | 145,000 | 234,320 | | Paul H. McTear | 93,750 | 145,000 | 238,750 | | Howell W. Newton | 151,250 | 145,000 | 296,250 | | Sterling A. Spainhour, Jr. | 90,000 | 145,000 | 235,000 |

  110. Director Compensation for 2023

    | (1) As of December 31, 2023, each non-employee Director held 21,642 restricted shares of our common stock. |

  111. Director Compensation for 2023

    | (2) Represents cash compensation paid in 2023 for Board and committee service. |

  112. Director Compensation for 2023

    | (3) Grant date fair value of award of restricted shares, computed in accordance with FASB ASC Topic 718. See note 8 to the Company's consolidated financial statements in the Company's annual report on Form 10-K for the year ended December 31, 2023 for more information regarding stock awards under FASB ASC Topic 718. |

  113. Director Compensation Beginning in 2024

    Director Compensation Beginning in 2024 Effective January 1, 2024, our Board adopted a revised compensation and benefit program applicable to all of our directors. The revised program was adopted after consultation with Meridian and a review of the compensation practices of companies within our peer group. The revised program provides that each director will receive the following compensation for service on our Board:

  114. Director Compensation Beginning in 2024

    | Description | Amount ($) | | Annual Retainers: | | | Lead Independent Director’s annual retainer fee | 125,000 | | Director annual retainer fee | 90,000 | | Additional Annual Retainers: | | | Chairman of Audit Committee | 30,000 | | Non-Chairman member of Audit Committee | 15,000 | | Chairman of Compensation Committee | 25,000 | | Non-Chairman member of Compensation Committee | 12,500 | | Chairman of Nominating and Corporate Governance Committee | 20,000 | | Non-Chairman member of Nominating and Corporate Governance Committee | 10,000 |

  115. Director Compensation Beginning in 2024

    In addition to the retainers paid to our directors, our directors are entitled to receive annual grants of restricted stock under our equity incentive plans valued at approximately $160,000. We typically make these annual stock awards at the commencement of each annual term as a director following the annual meeting of shareholders. The Company has also adopted stock ownership guidelines to align director and shareholder interests, which require directors to directly own minimum amounts of the Company’s stock. The guidelines require the directors to beneficially own a number of shares of Gray Television stock that, when multiplied by stock price on the measurement date, produces an amount equal to or greater than three times the annual retainer fee noted above. Directors have five years to comply with these guidelines and the holdings of each director are currently either at the guideline or on track to meet it.