DEF 14A of Gray Media, Inc, Mar 27, 2025

DEF 14A of Gray Media, Inc

Filed Mar 27, 2025 · FY20240001437749-25-009605

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 2025 Annual Meeting. Pursuant to our Bylaws and resolutions of the Board, the size of the Board is currently set at ten directors. At the 2025 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 2025 Annual Meeting. Alternatively, if no substitute is selected by the Nominating and Corporate Governance Committee prior to or at the 2025 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 27, 2025:

  3. Nominees

    | Name | Director Since | Age | Position | | Hilton H. Howell, Jr. | 1993 | 63 | Executive Chairman and Chief Executive Officer | | Howell W. Newton | 1991 | 78 | Lead Independent Director | | Richard L. Boger | 1991 | 78 | Director | | Luis A. Garcia | 2016 | 58 | Director | | Richard B. Hare | 2016 | 58 | Director | | Robin R. Howell | 2012 | 60 | Director | | Donald P. (“Pat”) LaPlatney | 2019 | 65 | Director, President and Co-Chief Executive Officer | | Lorraine (“Lorri”) McClain | 2022 | 60 | Director | | Paul H. McTear | 2019 | 76 | Director | | Sterling A. Spainhour, Jr. | 2021 | 56 | Director |

  4. Nominees

    Hilton H. Howell, Jr. has served as our Executive Chairman and Chief Executive Officer since January 2, 2019. Prior to that, Mr. Howell served as our Chairman, Chief Executive Officer, and President from June 2013 to December 2018. Mr. Howell 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 to April 2016 when he was appointed as Chairman. He served as our Executive Vice President from September 2002 to August 2008. In addition, he serves as President and Chief Executive Officer of Atlantic American Corporation, an insurance holding company, and as Chairman of that company since February 2009. He was Executive Vice President of Delta Life Insurance Company and Delta Fire & Casualty Insurance Company from 1991-2013 and has since served as Chief Executive Officer. Mr. Howell has served as General Counsel of Delta Life and Delta Fire 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 Mrs. Robin R. Howell, who is a member of our Board. Previously, Mr. Howell served as a board member of the National Association of Broadcasters and the NBC Affiliate 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, between February 2002 and May 2024, when the company was dissolved. He has also served, between July 2003 and July 2013, as business manager for Owen Holdings, LLLP; between July 2004 and May 2024 when the partnership was dissolved, as General Partner of Shawnee Meadow Holdings, LLLP; and since March 2006, as business manager for Heathland Holdings, LLLP, each of which is, or was, 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 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.

  5. Nominees

    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. Donald P. (“Pat”) LaPlatney has served as a director and our President and Co-Chief Executive Officer since January 2, 2019. Prior to that, from July 2016 until the closing of the merger with Raycom Media, Inc. (“Raycom”), a television broadcasting and media company acquired by the Company in January 2019, he served as Chief Executive Officer and President of Raycom, and served as member on their Board of Directors. Before that, he served as Chief Operating Officer of Raycom from April 2014 to July 2016, as Senior Vice President, Digital Media from April 2012 until April 2014, and as Vice President, Digital Media from August 2007 to April 2012. Prior to joining Raycom in 2007, Mr. LaPlatney held various executive positions at The Tube Media Corp., Westwood One, and Raycom Sports. In addition, Mr. LaPlatney serves as Chairman of the Television Board of the National Association of Broadcasters. Previously, Mr. LaPlatney served as Chairman 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 until such awards actually vest; | | ● | disclose financial performance metrics and goals used in our incentive programs; | ● ● | allow repricing or backdating of stock options without shareholder approval; provide excise tax gross ups; | | ● | provide only limited perquisites; | ● | allow executive officers to hedge Company stock; | | ● | maintain meaningful executive stock ownership and retention guidelines; | ● | provide special supplemental executive retirement programs; and | | ● | annually review the risk profile of compensation programs and maintain risk mitigators; | ● | provide tax gross-ups on perquisites. | | ● | provide moderate change-in-control protection; | | | | ● | require double-trigger change-in-control vesting on long-term equity awards; | | | | ● | maintain a NYSE-compliant clawback policy providing for recovery of certain erroneously awarded incentive-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

    | ● | Striving to ensure the market-competitiveness of compensation for each executive based on his or her 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; |

  11. 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; |

  12. Compensation Discussion and Analysis

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

  13. 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; and | | | ● | 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 how overall business strategy ties 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 help 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 incentive-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; and | | | ● | 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 comparator peer group to include companies that more closely align to the broadcasting industry; and | | | ● | memorialized the Company’s insider trading policy to maintain and foster compliance by the Company and its subsidiaries, as well as the Company’s directors, officers and employees, with the federal securities laws applicable to their transactions with the Company’s securities. |

  14. Compensation Discussion and Analysis

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

  15. 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 2024, the Compensation Committee used the peer group for relevant executive compensation comparisons such as market valuations of similar positions, and referenced 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 2023 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 2024. As a result, the following compensation peer group, which had also been used for 2023, was considered in developing comparative market data for each of the executive officers for 2024 compensation decisions:

  16. Compensation Discussion and Analysis

    The Compensation Committee believes that the use of peer group market data 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 2024, 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 2024 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 for 2024 at meetings held in February 2024. Mr. Gignac was appointed Executive Vice President, Finance, effective April 1, 2024, and Executive Vice President, Chief Financial Officer, effective July 1, 2024 following the announcement of the impending retirement of his predecessor, Mr. Ryan, in that position. The Compensation Committee also approved his base salary (and other elements of his compensation) in February 2024 in connection with his potential appointment. After consideration of the factors described above, the Compensation Committee approved the following base salary increases for each of the NEOs (other than Mr. Gignac) 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:

  17. 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 generally 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 help 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 February 2024 for the 2024 year:

  18. Compensation Discussion and Analysis

    | Financial Performance Metrics | Threshold ($) | Target ($) | Maximum ($) | | | (in thousands) | | | | Revenues (net of political advertising and acquired stations) | 2,668,470 | 3,335,587 | 3,669,146 | | Revenues (political advertising and acquired stations) | 419,269 | 524,086 | 576,495 | | Broadcast cash flow (net of political advertising revenue and completed acquisitions) | 713,654 | 892,067 | 981,274 |

  19. Compensation Discussion and Analysis

    | ● | other significant activities that position the company for long-term stability and/or growth. |

  20. 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% | | Jeffrey R. Gignac (1) | 50% | 100% | 200% | | Sandra Breland McNamara (2) | 50% | 100% | 200% |

  21. Compensation Discussion and Analysis

    (1) Mr. Gignac’s 2024 target opportunity was approved in connection with his April 2024 hire. (2) Ms. Breland’s threshold, target and maximum opportunity percentages were increased for 2024 as a result of her increased responsibilities and to more closely align to market competitive levels. At the Compensation Committee’s regularly scheduled meeting in the first quarter of 2025, the achievement of financial goals for 2024 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 of the 2024 qualitative metrics by satisfying essentially all of the identified metrics, despite the macroeconomic challenges facing the Company during 2024. 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:

  22. 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% | 3,335.587 | 3,141,953 | 94% | 85% | | Revenues (political + acquired stations) | 15% | 524,086 | 497,255 | 95% | 87% | | Broadcast cash flow | 30% | 892,067 | 752,267 | 84% | 61% | | Qualitative metrics | 40% | Scored Above Target | | | 190% | | Total payout (as % of target) | | | | | 120% |

  23. Compensation Discussion and Analysis

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

  24. 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. Shareholders are being asked to approve an amendment and restatement of the 2022 EICP at this years Annual Meeting of Shareholders to increase the number of shares issuable thereunder. 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 2023, 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. The performance based portion of the awards are based on the annual non-equity incentive program targets in each of the three years following the grant of the award in order to address the challenges of long-term goal setting in the uncertain macro-economic environment in the broadcast industry and responding to the rapidly evolving landscape of the industry. 2024 Long-Term Incentive Award Opportunities In accordance with the factors and considerations described above, in 2024, the structure of the long-term incentive awards granted to each of our NEOs were as follows:

  25. Compensation Discussion and Analysis

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

  26. Compensation Discussion and Analysis

    | ● | 50% of the equity award was granted in performance-based restricted shares of Class A common stock for Mr. Howell, and performance-based restricted shares of common stock for each of Messrs. LaPlatney, Ryan, Gignac 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 target number of shares initially awarded will vest (to the extent earned), and any 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. |

  27. Compensation Discussion and Analysis

    | Name | LTI % of Base Salary | | Hilton H. Howell, Jr. | 425% | | Donald P. LaPlatney | 225% | | James C. Ryan (1) | 225% | | Jeffrey R. Gignac (2) | 225% | | Kevin P. Latek | 225% | | Sandra Breland McNamara | 225% |

  28. Compensation Discussion and Analysis

    | (1) Mr. Ryan’s annual long-term incentive award was subsequently prorated to reflect his retirement as an executive officer as of June 30, 2024. Mr. Gignac’s annual long-term incentive opportunity award was calculated based upon his annual base salary, prorated from April 1, 2024, when he joined the Company |

  29. Compensation Discussion and Analysis

    | (2) The Compensation Committee approved Mr. Gignac’s target LTI percentage in connection with his April 2024 hire, and his LTI target for 2024 was pro-rated based on his start date. |

  30. Compensation Discussion and Analysis

    In 2024, LTI award opportunities were set 25% higher than in 2023 to further motivate NEOs to meet or exceed elevated performance targets and respond to the challenges of an uncertain macro-economic environment, and rapidly evolving landscape, of the broadcast industry and to further align executive compensation with the peer group. See “Grants of Plan-Based Awards in 2024” for additional information, including the amount and grant date fair value of shares awarded. Payouts of 2022 Long-Term Incentive Grants In February 2025, the Compensation Committee certified the extent to which the performance criteria with respect to the performance-based long-term restricted stock awards that had been granted to each of the NEOs (other than Mr. Gignac, who was not with the Company when the 2022 awards were granted and Ms. Breland, who was not an executive officer when the 2022 awards were granted) in February 2022 had been achieved, and that they each had earned a percentage of 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 Media over the three-year performance period ending on December 31, 2024. Consequently, the Compensation Committee approved a total payout to Mr. Howell of 136,130 shares, Mr. LaPlatney of 66,080 shares, Mr. Latek of 47,405 shares and Mr. Ryan (who remains an employee of the Company) of 47,405 shares, each representing 127% 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 2022 long-term incentive awards were settled in shares of Class A common stock for Mr. Howell and in shares of common stock for each of the other NEOs who received shares. 2025 Long-Term Incentive Awards In February 2025, the Compensation Committee approved the structure of the 2025 long-term incentive awards which included both time-based and performance-based awards. Due to limited share availability under our 2022 EICP, the performance-based awards for 2025 will be cash-denominated and settled in cash to the extent they are earned and/or vested (other than for Mr. Howell, whose awards are denominated and settled in Class A common stock). Similar to 2024, the awards granted were equally weighted between time-based and performance-based awards as follows:

  31. Compensation Discussion and Analysis

    | ● | 50% in performance-based restricted shares of Class A common stock for Mr. Howell, and 50% in cash performance units (“CPUs”) for each of Messrs. LaPlatney, Gignac 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 2024, 2025 and 2026. The earned number of units initially awarded will vest, and units 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 the awards would be forfeited. |

  32. Compensation Discussion and Analysis

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

  33. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth a summary of the compensation of our NEOs for each of 2024, 2023 and 2022 (as applicable):

  34. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) ($) | Bonus ($) | Stock Awards (2) ($) | Non-equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings(3) ($) | All Other Compensation (4) ($) | Total ($) | | Hilton H. Howell, Jr. | 2024 | 1,531,000 | - | 6,506,749 | 2,759,235 | - | 145,394 | 10,942,378 | | Executive Chairman and | 2023 | 1,458,000 | - | 5,832,007 | 3,184,871 | - | 155,648 | 10,630,526 | | Chief Executive Officer | 2022 | 1,350,000 | - | 4,387,504 | 2,026,414 | - | 158,457 | 7,922,375 | | Donald P. LaPlatney | 2024 | 1,304,000 | - | 2,933,998 | 1,566,751 | - | 160,449 | 5,965,198 | | President and | 2023 | 1,242,000 | - | 2,483,997 | 1,808,692 | - | 153,128 | 5,687,817 | | Co-Chief Executive Officer | 2022 | 1,150,000 | - | 2,299,986 | 1,564,963 | - | 141,129 | 5,156,078 | | James C. Ryan (5) | 2024 | 1,218,000 | - | 2,106,000 | 562,300 | - | 62,848 | 3,949,148 | | Former Executive Vice President | 2023 | 891,000 | - | 1,782,003 | 1,297,540 | - | 73,102 | 4,043,645 | | and Chief Financial Officer | 2022 | 825,000 | - | 1,649,989 | 1,122,691 | - | 76,102 | 3,673,782 | | Jeffrey R. Gignac (5)(6) | 2024 | 637,500 | 250,000 | 2,935,938 | 1,021,271 | - | 31,970 | 4,876,679 | | Executive Vice President and | | | | | | | | | | Chief Financial Officer | | | | | | | | | | Kevin P. Latek | 2024 | 936,000 | - | 2,106,000 | 1,124,600 | - | 38,645 | 4,205,245 | | Executive Vice President, Chief | 2023 | 891,000 | - | 1,782,003 | 1,297,540 | - | 48,655 | 4,019,198 | | Legal and Development Officer and Secretary | 2022 | 825,000 | - | 1,649,989 | 1,122,691 | - | 43,658 | 3,641,338 | | Sandra Breland McNamara (6) | 2024 | 814,000 | - | 1,831,507 | 978,018 | - | 58,458 | 3,681,983 | | Executive Vice President, Chief | 2023 | 683,651 | - | 966,110 | 623,365 | - | 69,912 | 2,343,037 | | Operating Officer | | | | | | | | |

  35. 2024 Summary Compensation Table

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

  36. 2024 Summary Compensation Table

    | (2) 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, and for performance-based restricted stock awards, based on the probable outcome of the applicable performance conditions. Assuming maximum achievement of the applicable performance conditions, the grant date fair value for the performance-based restricted stock awards would be: $6,506,768 for Mr. Howell; $2,933,998 for Mr. LaPlatney; $2,106,000 for Mr. Ryan; $1,435,138 for Mr. Gignac; $2,106,000 for Mr. Latek; and $1,831,508 for Ms. Breland. See Note 8 to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2024 for a description of the assumptions made in the valuation of stock awards under FASB ASC Topic 718. Includes full grant date fair value of awards of restricted shares made in the year to Mr. Ryan, which awards were pro-rated to reflect his retirement as an executive officer as of June 30, 2024. | | (3) The Change in Pension Value was calculated as the difference between the Present Value of Accumulated Benefits year at December 31, 2024 and the Present Value of Accumulated Benefits at December 31, 2023, adjusted for benefit payments made during the year. The present value of accumulated benefits at December 31, 2024 was calculated using the assumptions that were used for the December 31, 2024 disclosures, which were the Pri-2012 total mortality table projected using fully generational improvements based on M-2021 and a 5.48% discount rate. The pension value for each of Messrs. Howell, Ryan, and Latek in 2024 decreased by $10,448, $10,329 and $7,268, respectively. See the table in the section entitled "Pension Benefits" herein for additional information, including the present value assumptions used in this calculation. |

  37. 2024 Summary Compensation Table

    | (4) The following table describes each component of the amounts in the All Other Compensation column of the Summary Compensation Table for 2024: |

  38. 2024 Summary Compensation Table

    | Name | Company Contributions to Defined Contribution Plans ($) | Company Paid Insurance Premiums ($) | Other ($) | Directors’ Fees (a) ($) | Total ($) | | Hilton H. Howell, Jr. | 16,500 | 46,394 | - | 82,500 | 145,394 | | Donald P. LaPlatney | 16,500 | 61,449 | - | 82,500 | 160,449 | | James C. Ryan | 16,500 | 46,348 | - | - | 62,848 | | Jeffrey R. Gignac | 6,250 | 22,420 | 3,300(b) | - | 31,970 | | Kevin P. Latek | 16,500 | 22,145 | - | - | 38,645 | | Sandra Breland McNamara | 16,500 | 41,958 | - | - | 58,458 |

  39. 2024 Summary Compensation Table

    | (a) Represents fees paid for serving as a member of our Board, which would have otherwise been reported as “Fees Earned or Paid in Cash” in the 2024 Director Compensation table. See the section entitled Director Compensation for 2024 for additional information. |

  40. 2024 Summary Compensation Table

    | (b) Additional payments to include $2,500 housing allowance and $800 phone allowance. |

  41. 2024 Summary Compensation Table

    | (5) Mr. Ryan’s and Mr. Gignac’s salaries are prorated based upon Mr. Gignac’s hire date of April 1, 2024, and Mr. Ryan’s transition to Senior Advisor as of July 1, 2024. |

  42. 2024 Summary Compensation Table

    | (6) No information is provided for 2023 or 2022 for Mr. Gignac, because he was not an NEO prior to 2024. No information is provided for 2022 for Ms. Breland, because she was not an NEO prior to 2023. |

  43. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The table below sets forth information about plan-based awards granted to the named executive officers during 2024, including under the Company’s 2022 Equity and Incentive Compensation Plan. Non-equity annual incentive compensation payments were made to our NEOs in 2024 under the annual incentive plan.

  44. Grants of Plan-Based Awards in 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | 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 | | Name | Grant Date | Threshold ($) | Target($) | Maximum($) | Threshold (#) | Target(#) | Maximum(#) | or Units (2)(#) | Underlying Options (#) | Awards ($/Sh) | Grant (3)($) | | Hilton H. Howell, Jr. | 2/14/2024 | - | - | - | - | 393,871 | 787,742 | - | - | - | 3,253,374 | | | 2/14/2024 | - | - | - | - | - | - | 393,871 | - | - | 3,253,375 | | | | 1,148,250 | 2,296,500 | 4,593,000 | - | - | - | - | - | - | - | | Donald P. LaPlatney | 2/14/2024 | - | - | - | - | 181,111 | 362,222 | - | - | - | 1,466,999 | | | 2/14/2024 | - | - | - | - | - | - | 181,111 | - | - | 1,466,999 | | | | 652,000 | 1,304,000 | 2,608,000 | - | - | - | - | - | - | - | | James C. Ryan | 2/14/2024 | - | - | - | - | 130,000 | 260,000 | - | - | - | 1,053,000 | | | 2/14/2024 | - | - | - | - | - | - | 130,000 | - | - | 1,053,000 | | | | 468,000 | 936,000 | 1,872,000 | - | - | - | - | - | - | - | | Jeffrey R. Gignac | 4/1/2024 | - | - | - | - | 114,811 | 229,622 | - | - | - | 717,569 | | | 4/1/2024 | - | - | - | - | - | - | 354,939 | - | - | 2,218,369 | | | | 425,000 | 850,000 | 1,700,000 | - | - | - | - | - | - | - | | Kevin P. Latek | 2/14/2024 | - | - | - | - | 130,000 | 260,000 | - | - | - | 1,053,000 | | | 2/14/2024 | - | - | - | - | - | - | 130,000 | - | - | 1,053,000 | | | | 468,000 | 936,000 | 1,872,000 | - | - | - | - | - | - | - | | Sandra Breland McNamara | 2/14/2024 | - | - | - | - | 113,056 | 226,112 | - | - | - | 915,754 | | | 2/14/2024 | - | - | - | - | - | - | 113,056 | - | - | 915,753 | | | | 407,000 | 814,000 | 1,628,000 | - | - | - | - | - | - | - |

  45. Grants of Plan-Based Awards in 2024

    | (1) For information on actual payouts under non-equity incentive plan awards for 2024 performance, see the column titled Non-equity Incentive Plan Compensation in the Summary Compensation Table above. |

  46. Grants of Plan-Based Awards in 2024

    | (2) In 2024, the stock awards granted to Mr. Howell covered our Class A common stock while the stock awards granted to Mr. LaPlatney, Mr. Ryan, Mr. Gignac, Mr. Latek and Ms. Breland covered our common stock. Includes full amount of awards of restricted shares made in the year to Mr. Ryan, which awards were pro-rated to reflect his retirement as an executive officer as of June 30, 2024. |

  47. Grants of Plan-Based Awards in 2024

    | (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, 2024 for more information regarding stock awards under FASB ASC Topic 718. |

  48. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table provides information on the stock options and restricted stock awards held by the NEOs at December 31, 2024. 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 $3.15 and $7.29, respectively, as of December 31, 2024.

  49. Outstanding Equity Awards at December 31, 2024

    | | 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 | - | - | - | - | - | 731,325(1) | 5,331,359 | 857,695(2) | 6,252,597 | | Donald P. LaPlatney | - | - | - | - | - | 323,446(3) | 1,018,855 | 379,641(4) | 1,195,869 | | James C. Ryan | - | - | - | - | - | 171,788(5) | 541,132 | 207,424(6) | 653,386 | | Jeffrey R. Gignac | - | - | - | - | - | 354,939(7) | 1,118,058 | 114,811(8) | 361,655 | | Kevin P. Latek | - | - | - | - | - | 236,788(9) | 745,882 | 272,424(10) | 858,136 | | Sandra Breland McNamara | - | - | - | - | - | 149,225(11) | 470,059 | 167,309(12) | 527,023 |

  50. Outstanding Equity Awards at December 31, 2024

    | (1) Includes: 35,636 restricted shares of Class A common stock that vested on January 31, 2025; 250,262 restricted shares of Class A common stock that vested on February 28, 2025; 63,874 of restricted shares of Class A common stock that will vest on December 1, 2025; 250,262 of restricted shares of Class A common stock that will vest on February 28, 2026; and 131,291 restricted shares of Class A common stock that will vest on February 28, 2027. |

  51. Outstanding Equity Awards at December 31, 2024

    | (2) Includes: a target number of 106,908 restricted shares of Class A common stock that are eligible to vest on January 31, 2025 based on achievement of applicable performance metrics; a target number of 356,916 restricted shares of Class A common stock that are eligible to vest on February 28, 2026 based on achievement of applicable performance metrics; and a target number of 393,871 restricted shares of Class A common stock that are eligible to vest on February 28, 2027 based on achievement of applicable performance metrics. |

  52. Outstanding Equity Awards at December 31, 2024

    | (3) Includes: 17,299 restricted shares of common stock that vested on January 31, 2025; 109,248 restricted shares of common stock that vested on February 28, 2025; 27,280 restricted shares of common stock that will vest on December 1, 2025; 109,248 restricted shares of common stock that will vest on February 28, 2026; and 60,371 restricted shares of common stock that will vest on February 28, 2027. |

  53. Outstanding Equity Awards at December 31, 2024

    | (4) Includes: a target number of 51,895 restricted shares of common stock that are eligible to vest on January 31, 2025 based on achievement applicable performance metrics; a target number of 146,635 restricted shares of common stock that are eligible to vest on February 28, 2026 based on achievement of applicable performance metrics; and a target number of 181,111 restricted shares of common stock that are eligible to vest on February 28, 2027 based on achievement of applicable performance metrics. |

  54. Outstanding Equity Awards at December 31, 2024

    | (5) Includes: 12,409 restricted shares of common stock that vested on January 31, 2025; 56,732 restricted shares of common stock that vested on February 28, 2025; 24,249 restricted shares of common stock that will vest on December 1, 2025; 56,731 restricted shares of common stock that will vest on February 28, 2026; and 21,667 restricted shares of common stock that will vest on February 28, 2027. |

  55. Outstanding Equity Awards at December 31, 2024

    | (6) Includes: a target number of 37,229 restricted shares of common stock that are eligible to vest on January 31, 2025 based on achievement of applicable performance metrics; a target number of 105,195 restricted shares of common stock that are eligible to vest on February 28, 2026 based on achievement of applicable performance metrics; and a target number of 65,000 restricted shares of common stock that are eligible to vest on February 28, 2027 based on achievement of applicable performance metrics. |

  56. Outstanding Equity Awards at December 31, 2024

    | (7) Includes: 38,270 restricted shares of common stock that will vest on February 28, 2025; 120,064 restricted shares of common stock that will vest on April 1, 2025; 38,270 restricted shares of common stock that will vest on February 28, 2026; 60,032 restricted shares of common stock that will vest on April 1, 2026; 38,271 restricted shares of common stock that will vest on February 28, 2027; and 60,032 restricted shares of common stock that will vest on April 1, 2027. |

  57. Outstanding Equity Awards at December 31, 2024

    | (8) Includes: a target number of 114,811 restricted shares of common stock that are eligible to vest on February 28, 2027 based on achievement of applicable performance metrics. |

  58. Outstanding Equity Awards at December 31, 2024

    | (9) Includes: 12,409 restricted shares of common stock that vested on January 31, 2025; 78,398 restricted shares of common stock that vested on February 28, 2025; 24,249 restricted shares of common stock that will vest on December 1, 2025; 78,398 restricted shares of common stock that will vest on February 28, 2026; and 43,334 restricted shares of common stock that will vest on February 28, 2027. |

  59. Outstanding Equity Awards at December 31, 2024

    | (10) Includes: a target number of 37,229 restricted shares of common stock that are eligible to vest on January 31, 2025 based on achievement of applicable performance metrics; a target number of 105,195 restricted shares of common stock that are eligible to vest on February 28, 2026 based on achievement of applicable performance metrics; and a target number of 130,000 restricted shares of common stock that are eligible to vest on February 28, 2027 based on achievement of applicable performance metrics. |

  60. Outstanding Equity Awards at December 31, 2024

    | (11) Includes: 55,769 restricted shares of common stock that vested on February 28, 2025; 55,770 restricted shares of common stock that will vest on February 28, 2026; and 37,686 restricted shares of common stock that will vest on February 28, 2027. |

  61. Outstanding Equity Awards at December 31, 2024

    | (12) Includes: a target number of 54,253 restricted shares of common stock that are eligible to vest on February 28, 2026 based on achievement of applicable performance metrics; and a target number of 113,056 restricted shares of common stock that are eligible to vest on February 28, 2027 based on achievement of applicable performance metrics. |

  62. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information on the number of shares of stock vested in 2024 and the value realized by each NEO before payment of any applicable withholding tax.

  63. Option Exercises and Stock Vested in 2024

    | | | 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 | - | - | 382,606 | 2,746,916 | | Donald P. LaPlatney | Common | - | - | 176,144 | 1,109,893 | | | Class A Common | - | - | - | - | | James C. Ryan | Common | - | - | 93,835 | 637,831 | | | Class A Common | - | - | - | - | | Jeffrey R. Gignac | Common | - | - | - | - | | | Class A Common | - | - | - | - | | Kevin P. Latek | Common | - | - | 94,988 | 648,836 | | | Class A Common | - | - | - | - | | Sandra Breland McNamara | Common | - | - | 21,779 | 129,628 | | | Class A Common | - | - | - | - |

  64. Option Exercises and Stock Vested in 2024

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

  65. Pension Benefits

    Pension Benefits Messrs. Howell, Ryan and Latek were eligible to participate in the Gray Media, Inc. Retirement Plan (which was the “Gray Television, Inc. Retirement Plan” prior to January 1, 2025) (the “Retirement Plan”). Because Messrs. LaPlatney and Gignac and Ms. Breland joined the Company after the Retirement Plan was frozen, they were not eligible to participate in such 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 Retirement 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 2024. The following table shows the years of credited service and the present value of accumulated benefits as of December 31, 2024 for the NEOs:

  66. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(1) | Present Value of Accumulated Benefit(2) ($) | | Hilton H. Howell, Jr. | Gray Media, Inc. Retirement Plan | 13 | 426,050 | | Donald P. LaPlatney | N/A | N/A | N/A | | James C. Ryan | Gray Media, Inc. Retirement Plan | 17 | 756,818(3) | | Jeffrey R. Gignac | N/A | N/A | N/A | | Kevin P. Latek | Gray Media, Inc. Retirement Plan | 4 | 84,469 | | Sandra Breland McNamara | N/A | N/A | N/A |

  67. Pension Benefits

    | (1) Computed as of the same measurement date as used for 2024 financial statement reporting purposes. |

  68. Pension Benefits

    | (2) The Present Value of Accumulated Benefits at December 31, 2024 was calculated using the assumptions that were used for the December 31, 2024 disclosures, which were the Pri-2012 total mortality table projected using fully generational improvements based on MP 2021 and a 5.48% discount rate. The Present Value of Survivor Annuities upon Death at December 31, 2024 were calculated using the assumptions that were used for the December 31, 2024 disclosures and the Plan's actuarial equivalence factors, which is 5% and the applicable mortality table for distributions made during 2025. 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. |

  69. Pension Benefits

    The Present Value of Accumulated Benefits at December 31, 2023 were 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.

  70. Pension Benefits

    | (3) Effective December 31, 2016, the Busse Pension Plan was merged into the Retirement Plan. James C. Ryan has benefits under both of these plans. For Mr. Ryan, the present value of accumulated benefits for the Retirement Plan and the Busse Pension Plan are $609,912 and $149,906, respectively. |

  71. 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, 2024, given the NEO’s compensation and service levels as of such date and, if applicable, based on our closing stock price on December 31, 2024. These benefits include benefits available generally to salaried employees, such as distributions under the Retirement Plan, Savings Plan, disability benefits, life insurance and accrued vacation pay. 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 Media, 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, Gignac and 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, 2024:

  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. | 691,031 | 14,073,409 | 12,814,165 | 691,031 | 26,053,987 | | Donald P. LaPlatney | 206,471 | 4,421,195 | 2,541,195 | 206,471 | 11,549,195 | | James C. Ryan | 828,933 | 3,663,928 | 2,202,958 | 828,933 | 5,023,451 | | Jeffrey R. Gignac | 26,575 | 3,506,288 | 5,208,206 | 26,575 | 5,756,288 | | Kevin P. Latek | 192,546 | 3,757,013 | 4,337,276 | 192,546 | 6,476,564 | | Sandra Breland McNamara | 121,329 | 3,118,411 | 1,762,795 | 121,329 | 5,188,411 |

  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. 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. 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, accelerated vesting of 100% of their respective unvested restricted stock awards and stock options, and severance payments. |

  89. CEO Pay Ratio

    CEO Pay Ratio For the 2024 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 143 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, 2022 (the “Determination Date”). As permitted by SEC rules, we determined that for 2024 we could refer to the same median employee that was identified for 2022. We believe that, since that date, there has been no significant change to the Company’s employee population or compensation arrangements, and the circumstances of the median employee as of that date have not changed in any material respect. Accordingly, there have been no changes that the Company reasonably believes would significantly affect our pay ratio disclosure. CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Howell in the Summary Compensation Table for the 2024 fiscal year. For purposes of this disclosure, Median Annual Compensation was $76,385, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2022 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 have 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 compensation for this Proxy Statement’s NEOs, as well as NEOs from our 2023, 2022, 2021 and 2020 Proxy Statements (each of 2020, 2021, 2022, 2023 and 2024, 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 (Net of Completed Transactions and Political Revenue) 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 (Net of Completed Transactions and Political Revenue) should be designated as the “Company-Selected Measure” because we believe it is the most important financial measure that we used to link 2024 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 Income (Loss) (in millions) (h)(4) ($) | Broadcast Cash Flow (in millions) (i)(5) ($) | | 2024 | 10,942,378 | 6,550,263 | 4,535,651 | 1,564,782 | 17 | 41 | 74 | 375 | 752 | | 2023 | 10,630,526 | 8,114,402 | 4,023,424 | 3,051,022 | 45 | 46 | 67 | (76) | 912 | | 2022 | 7,922,375 | 3,220,846 | 3,916,637 | 1,760,666 | 54 | 57 | 74 | 455 | 1,440 | | 2021 | 11,515,178 | 12,918,893 | 7,196,056 | 7,431,919 | 95 | 94 | 95 | 90 | 813 | | 2020 | 6,508,173 | 4,268,948 | 3,202,197 | 2,466,542 | 83 | 84 | 90 | 410 | 999 |

  96. Pay Versus Performance

    | (1) Mr. Howell was our principal executive officer (“PEO”) for the full year for each of 2024, 2023, 2022, 2021 and 2020. For 2024, our non-PEO NEOs were Messrs. LaPlatney, Ryan, Latek, Gignac and Ms. Breland. 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) In addition, for each of 2024, 2023, 2022, 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 2024: |

  98. Pay Versus Performance

    | Item and Value Added (Deducted) | 2024 | | 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 | $(6,506,749) | | - 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 | $5,742,639 | | +/- 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 | $(2,884,601) | | + 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 | $(1,267,220) | | - prior year-end fair value of prior year equity awards forfeited in Covered Year | — | | + includable dividends/earnings on equity awards during Covered Year | $523,816 | | 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 | $(2,382,689) | | - 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 | $912,293 | | +/- 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 | $(1,494,977) | | + 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 | $(155,876) | | - prior year-end fair value of prior year equity awards forfeited in Covered Year | — | | + includable dividends/earnings on equity awards during Covered Year | $150,380 |

  99. Pay Versus Performance

    The average year-end value of outstanding equity awards granted in 2024 reflects the prorated portion of Mr. Ryan’s equity awards that were prorated in connection with his retirement as an executive officer as of June 30, 2024.

  100. 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. |

  101. Pay Versus Performance

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

  102. Pay Versus Performance

    | (5) Broadcast cash flow (net of completed transactions and political revenue) 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. |

  103. 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. 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 2024 to our performance:

  104. Pay Versus Performance

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

  105. Director Compensation for 2024

    Director Compensation for 2024 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 2024, the program provided that each director would receive the following compensation for service on our Board:

  106. Director Compensation for 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 |

  107. Director Compensation for 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 Media 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 were either at the guideline or on track to meet it as of the most recent compliance determination date. The following table presents the compensation paid to our non-employee directors in 2024. 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 2024. 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 2024 Summary Compensation Table.

  108. Director Compensation for 2024

    | Name (1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | Total ($) | | Richard L. Boger | 143,125 | 160,000 | 303,125 | | Luis A. Garcia | 104,688 | 160,000 | 264,688 | | Richard B. Hare | 128,125 | 160,000 | 288,125 | | Robin R. Howell | 91,875 | 160,000 | 251,875 | | Lorraine McClain | 102,500 | 160,000 | 262,500 | | Paul H. McTear | 104,688 | 160,000 | 264,688 | | Howell W. Newton | 184,063 | 160,000 | 344,063 | | Sterling A. Spainhour, Jr. | 102,500 | 160,000 | 262,500 |

  109. Director Compensation for 2024

    | (1) As of December 31, 2024, each non-employee Director held 23,739 restricted shares of our common stock. |

  110. Director Compensation for 2024

    | (2) Represents cash compensation paid in 2024 for Board and committee service. |

  111. Director Compensation for 2024

    | (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, 2024 for more information regarding stock awards under FASB ASC Topic 718. |