DEF 14A of Sinclair, Inc., Apr 25, 2025

DEF 14A of Sinclair, Inc.

Filed Apr 25, 2025 · FY20240001971213-25-000029

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Nominees for election to the Board of Directors are: David D. Smith Frederick G. Smith J. Duncan Smith Robert E. Smith Laurie R. Beyer Benjamin S. Carson, Sr. Howard E. Friedman Daniel C. Keith Benson E. Legg Our current Board consists of the nine nominees above. Each director will be elected to serve for a one-year term, unless he or she resigns or is removed before his or her term expires, or until his or her replacement is elected and qualified. Each of the nominees listed above is currently a member of the Board and each of them has consented to serve as a director if elected. More detailed information about each of the nominees is available in the section of this proxy statement titled Directors, Executive Officers, and Key Employees. If any of the nominees cannot serve for any reason (which is not anticipated), the Board may designate a substitute nominee or nominees. If a substitute is nominated, we will vote all valid proxies for the election of the substitute nominee or nominees. Alternatively, the Board may also decide to leave the Board seat or seats open until a suitable candidate or candidates are located, or it may decide to reduce the size of the Board. The Articles of Amendment and Restatement of the Articles of Incorporation and the Company’s bylaws provide that our business shall be managed by a Board of not less than three and not more than thirteen directors with the number of directors to be fixed by the Board from time to time. The Board has presently established the size of the Board at nine members. Proxies for the annual meeting may not be voted for more than nine nominees. Messrs. David D. Smith, J. Duncan Smith, and Robert E. Smith and Dr. Frederick G. Smith (collectively, the “Controlling Stockholders”) are brothers and have entered into a stockholders’ agreement pursuant to which they have agreed to vote for each other as candidates for election to the Board until December 31, 2025. The Controlling Stockholders own collectively 81.0% of the total voting power as of March 17, 2025. The Board of Directors recommends a vote FOR each of the nominees to the Board of Directors.

  2. Profiles

    Profiles David D. Smith has served as Executive Chairman since January 2017 and Chairman of the Board since September 1990. Until January 2017, Mr. Smith served as President and Chief Executive Officer since 1988. Mr. Smith founded Comark Communications, Inc., a company engaged in the manufacture of high-power transmitters for UHF television stations, and was an officer and director of Comark until 1986. He also was a principal in other television stations prior to serving as a General Manager of WPMY (formerly WCWB-TV) from 1984 until 1986. In 1986, Mr. Smith was instrumental in the formation of Sinclair. Mr. Smith serves as a member of the Board of Directors of MileOne Autogroup, Inc., and the majority of its direct and indirect subsidiaries, Cunningham Communications Inc., and Keyser Investment Group, Inc.; is a partner of Gerstell Development, LP; and is the majority shareholder of the Baltimore Sun. Based on Mr. Smith’s (i) more than forty years of experience and expertise in the television broadcast industry, (ii) extensive industry knowledge and innovative thinking, (iii) understanding of the challenges, opportunities, and risks faced by us and the industry, and (iv) valuable, significant stockholder perspective, the Board believes Mr. Smith has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Mr. Smith should continue to serve as a director for the Company. Dr. Frederick G. Smith has served as Vice President of Sinclair since 1990 and as a Director since 1986. Prior to joining Sinclair in 1990, Dr. Smith was an oral and maxillofacial surgeon engaged in private practice and was employed by Frederick G. Smith, M.S., D.D.S., P.A., a professional corporation of which Dr. Smith was the sole officer, director and stockholder. Dr. Smith serves as a member of the board of directors or trustees of the Freven Foundation, Gerstell Academy, University of Maryland at Baltimore Foundation, Cunningham Communications Inc., and Keyser Investment Group, Inc., as well as partner of Gerstell Development, LP, and Beaver Dam, LLC. Based on Dr. Smith’s (i) more than thirty-five years of experience in the television broadcast industry and (ii) valuable, significant stockholder perspective, the Board believes Dr. Smith has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Dr. Smith should continue to serve as a director for the Company. J. Duncan Smith has served as Vice President, Secretary and as a Director since 1986. Prior to that, he built and operated the following television stations: WPMY (formerly WCWB-TV) in Pittsburgh, Pennsylvania; WTTE-TV in Columbus, Ohio; WIIB-TV in Bloomington, Indiana; and WTTA-TV in Tampa / St. Petersburg, Florida. In addition, Mr. Smith worked for Comark Communications, Inc., a company engaged in the manufacture of high-power transmitters for UHF television stations. Mr. Smith serves as a member of the board of directors of The High Rock Foundation, Cunningham Communications Inc., Keyser Investment Group, Inc., and The Boys’ Latin School of Maryland, as well as partner of Gerstell Development, LP and Beaver Dam, LLC. Based on Mr. Smith’s (i) more than forty years of experience in the television broadcast industry and (ii) valuable, significant stockholder perspective; and (iii) cybersecurity experience, the Board believes Mr. Smith has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Mr. Smith should continue to serve as a director for the Company. Robert E. Smith has served as a Director since 1986. He served as Vice President and Treasurer of Sinclair from 1988 to June 1998, at which time he resigned from his position as Vice President and Treasurer. In March 1997, Mr. Smith started RSMK LLC, a commercial real estate investment company. Prior to 1986, he assisted in the construction of several television stations including WTTE-TV in Columbus, Ohio and also worked for Comark Communications, Inc., a company engaged in the manufacture of high-power transmitters for UHF television stations. Mr. Smith serves as a member of the board of directors of Nextgen Foundation Charitable Trust, Gerstell Academy, Keyser Investment Group, Inc., Cunningham Communications, Inc., and Stages Music Arts, as well as partner of Gerstell Development LP, Beaver Dam LLC, and Laker Partners, LLC. Based on Mr. Smith’s (i) more than forty years of experience in the television broadcast industry and (ii) valuable, significant stockholder perspective, the Board believes Mr. Smith has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Mr. Smith should continue to serve as a director for the Company. Laurie R. Beyer has served as a Director since April 2021. Since October 2017, Ms. Beyer has served as the executive vice president and chief financial officer of Greater Baltimore Medical Center, an acute and sub-acute care medical center whose main campus is located in Towson, Maryland. From January 2006 to October 2017, Ms. Beyer served as senior vice president and chief financial officer of Union Hospital of Cecil County (currently ChristianaCare, Union Hospital), a full-service community hospital located in Elkton, Maryland. Prior to that, Ms. Beyer held financial management positions at St. Agnes Hospital (currently Ascension Saint Agnes Hospital), Sinai Hospital, and the former Liberty Medical Center, all in Baltimore, Maryland. From July 1986 to January 1989, Ms. Beyer was an auditor with Arthur Andersen LLP, an accounting firm. She is a member of the Maryland Association of Certified Public Accountants and a committee financial expert as defined by the SEC. She has served on various not-for-profit boards including local chapters of the YMCA and Boys and Girls Club, and has served in various volunteer roles over the past 20 years for the Maryland Healthcare Financial Management Association and has co-chaired the Annual Conference for the past five years. Based on Ms. Beyer’s (i) extensive accounting, finance, and management experience, (ii) ability to serve as an audit committee financial expert as defined by the SEC; and (iii) cybersecurity experience, the Board believes Ms. Beyer has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Ms. Beyer should continue to serve as a director for the Company.

  3. Profiles

    Dr. Benjamin S. Carson, Sr. has served as a Director since June 2022. Dr. Carson recently served as the 17th Secretary of the U.S. Department of Housing and Urban Development (“HUD”) from 2017 to 2021. At HUD, he led the agency in many programs focused on advancing economic opportunity; providing safe, fair and affordable housing; spurring reinvestment in communities; reducing homelessness; assisting and promoting self-sufficiency to underserved and vulnerable populations; and helping disaster victims, while emphasizing fiscal responsibility and reduction of regulatory barriers. During his tenure as HUD Secretary, Dr. Carson also led the collaboration of eight federal agencies to establish the White House Council on Eliminating Regulatory Barriers to Affordable Housing. Prior to serving as HUD Secretary, Dr. Carson had a distinguished career in the field of medicine where he performed thousands of surgeries and served in many leadership positions, including Director of the Division of Pediatric Neurosurgery at the Johns Hopkins Medical Institutions from 1984 to 2013 and as a Professor of Neurological Surgery, Oncology, Plastic Surgery and Pediatrics at the Johns Hopkins Medical Institutions from 1999 to 2013. Dr. Carson also currently serves on the board of directors of D.R. Horton, Inc., Covenant Logistics Group, Inc., and Galectin Therapeutics, Inc. and he has prior experience serving on the board of directors of Costco Wholesale Corporation and Kellogg Company. Based on Dr. Carson’s prior experience as the Secretary of HUD coupled with his experience as a member of the boards of directors of several other publicly-traded companies, the Board believes Dr. Carson has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Dr. Carson should continue to serve as a director for the Company. Howard E. Friedman has served as a Director since January 2015. He is the founding partner of Lanx Management LLC, a hedge “fund of funds” as well as having been the co-founder, publisher & chief executive officer of Watermark Press, Inc. From 2006 to 2010, Mr. Friedman served as president and then chairman of the board of the American Israel Public Affairs Committee (“AIPAC”). In 2007 and in 2009, Washington Life Magazine listed Mr. Friedman as one of the 100 most powerful people in Washington D.C. From 2010 to 2012, he served as the president of the American Israel Educational Foundation, the charitable arm of AIPAC. He is the past chair of the board of The Associated: Jewish Community Federation of Baltimore. Mr. Friedman has served as president of the Baltimore Jewish Council and as president of JTA-The Global News Service of the Jewish People. He currently serves as the honorary chairman of the Board of the Union of Orthodox Jewish Congregations of America. In addition, Mr. Friedman serves on the boards of Touro College and University System, Talmudical Academy, the Simon Wiesenthal Center, and Lightstone Value Plus REIT I, Inc. Based on Mr. Friedman’s extensive skills in finance, management, and investment matters, the Board believes Mr. Friedman has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Mr. Friedman should continue to serve as a director for the Company. Daniel C. Keith has served as a Director since May 2001. Mr. Keith is the president and founder of the Cavanaugh Group, Inc., a Baltimore-based investment advisory firm founded in October 1995. Prior to establishing the Cavanaugh Group, Inc., Mr. Keith was vice president, senior portfolio manager, and director of the investment management division of a local financial services company since 1985. During this time, he served as chairman of the Investment Advisory Committee and was a member of the board of directors. Mr. Keith has been advising clients since 1979. He serves as a member of the boards of trustees of The High Rock Foundation. Based on Mr. Keith’s extensive skills in finance, management, and investment matters, the Board believes Mr. Keith has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Mr. Keith should continue to serve as a director for the Company. Hon. Benson E. Legg has served as a Director since January 2019. Judge Legg clerked for the honorable Frank A. Kaufman of the United States District Court for the District of Maryland from 1973 until 1974, after which he joined the law firm of Venable, Baetjer & Howard (now known as Venable LLP) in 1975. He became a partner of the firm in 1982 and remained in private practice until 1991 when he was confirmed as a Federal Judge. He was nominated to the Federal Court by President George H. W. Bush in September 1991 and was a member of the Court until he retired in February 2013. Judge Legg served as Chief Judge of the United States District Court for the District of Maryland from 2003 to 2010. Since retiring, Judge Legg, through his own, single-member LLC (Benson Everett Legg Consulting, LLC), has served as an arbitrator and mediator with JAMS, a global provider of dispute resolution services, and he is a board member of the Maryland Chapter of Trout Unlimited. Based on Judge Legg’s prior experience as a practicing attorney and Judge for the United States District Court, coupled with his knowledge of federal law, the Board believes Judge Legg has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Judge Legg should continue to serve as a director for the Company. Christopher S. Ripley has served as President & Chief Executive Officer since January 2017. Prior to that, from April 2014 to January 2017, he served as Chief Financial Officer. Prior to Sinclair, Mr. Ripley was a managing director at UBS Investment Bank’s Global Media Group and served as head of the Los Angeles office where he managed, advised and structured various financings and merger and acquisition transactions in the broadcast and entertainment sectors. Prior to UBS, Mr. Ripley was a principal in Prime Ventures and an analyst at Donaldson Lufkin & Jenrette. Mr. Ripley graduated from the University of Western Ontario, Richard Ivey School of Business, with a Bachelor of Arts in Honors Business Administration.

  4. Profiles

    Lucy A. Rutishauser has served as Executive Vice President / Chief Financial Officer since February 2020. Prior to that, she served as Senior Vice President / Chief Financial Officer from March 2018 until February 2020, as Senior Vice President / Chief Financial Officer / Treasurer from January 2017 to March 2018, as Senior Vice President / Corporate Finance / Treasurer from December 2013 to January 2017, as Vice President / Corporate Finance / Treasurer from November 2002 to December 2013, as Treasurer from March 2001 to November 2002, and as Assistant Treasurer from 1998 until March 2001. From 1996 to 1997, Ms. Rutishauser was the assistant treasurer for Treasure Chest Advertising Company. From 1992 to 1996, Ms. Rutishauser served as director of treasury for Integrated Health Services, Inc. From 1988 to 1992, Ms. Rutishauser held various treasury positions with Laura Ashley, Inc. and the Black and Decker Corporation. Ms. Rutishauser graduated magna cum laude from Towson University with a Bachelor of Science degree in Economics and Finance and received her M.B.A., with honors from the University of Baltimore. Ms. Rutishauser is a member of the National Institute of Investor Relations, the Media Financial Management Association, and the Association of Finance Professionals. Ms. Rutishauser is a board and finance committee member of Learning Undefeated, a board member of CAST.ERA, a board member of First Fruits Farm, Inc., a member of Stevenson University President’s Advisory Council, and a member of the ATSC Business Advisory Council. Robert D. Weisbord has served as Chief Operating Officer and President / Local Media since February 2022. Prior to that, he served as President / Local Media and Chief Advertising Revenue Officer since August 2020, President / Local Media from January 2020 to August 2020, Senior Vice President / Chief Revenue Officer from December 2017 to January 2020, Chief Operating Officer of Sinclair Digital Group from January 2014 to December 2017, Vice President / New Media from June 2010 to January 2014, and Director of Digital Interactive Marketing from 2008 to June 2010. From 1997 to 2008, he served in various management positions for the Company including Regional Group Manager, General Manager for the Company’s Las Vegas duopoly of KVMY-TV and KVCW-TV, and Director of Sales. Prior to that, and from 1993, he was national sales manager for WTVT-TV in Tampa, Florida. Mr. Weisbord began his broadcasting career in the radio industry with Family Group Broadcasting in 1985. Mr. Weisbord holds a Bachelor of Science degree in Business Management and a Master of Business Administration degree from the University of Tampa. Jason R. Smith has served as Executive Vice Chairman since May 2024. Prior to that, he served as Head of New Media Enterprise from March 2022 to May 2024, Chief of Staff from September 2020 to March 2022, and in Business Development – M&A from May 2008 to September 2014, where he played a key role in $3.2 billion in core station acquisitions. From 2014 to 2022, he was Senior Director at Sinclair Digital Ventures, focusing on digital acquisitions, co-investing, and strategic partnerships. He has served on various ventures investment boards and investment committees including NewsON, Pioneer Square Labs, Venture Reality Fund, and Sapphire Sport Fund I & II. Earlier in his career, after graduating from Loyola College of Maryland in 2008 with a degree in finance from the Sellinger School of Business, he was a Business Analyst at Keyser Capital LLC, Sinclair’s original private equity division, now named Sinclair Ventures, LLC. Jason holds various board positions including Sinclair Ventures, LLC, and continues to contribute to Sinclair’s corporate strategy, digital transformation, and investment initiatives along with serving on the executive council with Chief Executive Officer Chris Ripley and Chief Operating Officer Rob Weisbord. Brian S. Bark has served as Executive Vice President / Chief Information Officer since February 2022. Prior to that, he served as Senior Vice President / Chief Information Officer from February 2020 to February 2022 and Vice President / Chief Information Officer from June 2018 to February 2020. Mr. Bark is an expert in designing and executing transformational enterprise information strategies and innovation that drive business growth. Prior to joining Sinclair, he most recently served as chief business and innovation strategist, office of the CTO, at Hewlett Packard Enterprise and held multiple CIO and executive leadership positions over fifteen years at the Smiths Group, Plc. His diverse industry background includes wireless telecommunications, defense, medical devices, and energy services. Mr. Bark holds a Master of Science in Information Systems degree from UMBC and a Bachelor of Arts in Communications degree from North Carolina State University. David R. Bochenek has served as Senior Vice President / Chief Accounting Officer since December 2020. Prior to that he served as Senior Vice President / Chief Accounting Officer / Corporate Controller from March 2018 to November 2020, as Senior Vice President / Chief Accounting Officer from December 2013 to February 2018, as Vice President / Chief Accounting Officer from May 2005 to December 2013, and as Chief Accounting Officer from November 2002 to April 2005. Mr. Bochenek joined Sinclair in March 2000 as the Corporate Controller. Prior to joining Sinclair, Mr. Bochenek was vice president, corporate controller for Prime Retail, Inc. from 1993 until 2000. From 1990 to 1993, Mr. Bochenek served as assistant vice president for MNC Financial, Inc. and prior to that held various positions in the audit department of Ernst & Young, LLP. Mr. Bochenek received his Bachelor of Business Administration in Accounting and Master of Science in Finance from Loyola University, Maryland. Mr. Bochenek is a Certified Public Accountant. Justin L. Bray has served as Senior Vice President / Treasurer since February 2022. Prior to that, he served as Vice President / Treasurer from March 2018 to February 2022, Vice President / Corporate Controller from 2014 to March 2018, and Corporate Controller from September 2011 to 2014. Prior to joining Sinclair, he held various positions, most recently as senior manager from 2008 to 2011 within the audit department of PwC. Mr. Bray received his Bachelor of Business Administration degree in Accounting and Master of Business Administration degree from Loyola University Maryland. He is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the Maryland Association of Certified Public Accountants. David B. Gibber has served as Executive Vice President / Chief Legal Office since March 2024 and has overseen the Distribution and Network Relations team since July 2021. Prior to that, from April 2019 to March 2024, he served as Senior Vice President / General Counsel and from October 2011 to April 2019, he served as Vice President / Deputy General Counsel, Deputy General Counsel / Director of Legal Services, and Legal Counsel. Prior to joining Sinclair, he was associated with Gordon Feinblatt, LLC in Baltimore, Maryland. Mr. Gibber received his J.D. degree from the University of Maryland School of Law, where he graduated magna cum laude, Order of the Coif. Mr. Gibber previously served on the boards of the Maryland Science Center, YES Network, and CAST.ERA and currently serves on the boards of various community organizations, including Sinai Hospital.

  5. Profiles

    Jeffrey E. Lewis has served as Chief Compliance Officer since January 2021. Prior to joining Sinclair, Mr. Lewis served as general counsel & chief compliance officer for Pinnacle Propane, LLC from July 2018 to January 2021; served as vice-chair on the governing board of the Suicide Crises Center of North Texas, served on the board and Investment committee of the Society of St. Vincent De Paul-National Foundation, and served on the board of trustees of the Dallas Historical Society from October 2017 to July 2018; served as Senior vice president-compliance and chief accessibility officer for AT&T from April 2015 to October 2017; and served as vice president-legal / general attorney & associate general counsel and senior legal positions for AT&T from February 2002 to April 2015. Prior to those positions, Mr. Lewis was in private practice, specializing in corporate and technology law, was a senior vice president and assistant secretary for the Chicago Stock Exchange, was an enforcement attorney for the SEC, and was an assistant district attorney for the Manhattan District Attorney’s office. Mr. Lewis holds his Bar licenses in both Illinois and New York, and received his J.D. from Rutgers University School of Law and his LL.M. (in Corporations Law) from New York University School of Law. Delbert R. Parks, III has served as President of Technology since March 2022. Prior to that, he served as Executive Vice President / Chief Technology Officer from February 2020 to March 2022, as Senior Vice President / Chief Technology Officer of Sinclair Television Group, Inc. from November 2014 to February 2020, as Senior Vice President / Operations and Engineering from December 2013 to November 2014, and as Vice President / Engineering and Operations from 1996 to December 2013. From 1985 to 1996, he was Director of Operations and Engineering for WBFF-TV in Baltimore, Maryland. He has held various operations and engineering positions with us for the last 50 years. He is responsible for planning, organizing, and implementing operational and engineering policies and strategies as they relate to technical infrastructure, media operations, engineering, advertising technology, ATSC 3.0 digital technology and Sinclair facilities. Mr. Parks is a SMPTE (Society of Motion Picture and Television Engineers) Fellow and is a member of the Society of Broadcast Engineers. He is on the board of directors of the Baltimore Area Council, Boy Scouts of America, and a board member of CAST.ERA, a joint venture between Sinclair and South Korea Telecom. Mr. Parks is also a retired Army Lieutenant Colonel who held various commands during his 26-year reserve career. Scott H. Shapiro has served as Executive Vice President, Corporate Development and Strategy since December 2022. Prior to that, he served as Chief Development Officer, and Chief Operating Officer and Chief Financial Officer / Bally Sports from May 2021 to December 2022, Senior Vice President, Chief Development Officer and Chief Strategy Officer / Sports from July 2020 to May 2021, Senior Vice President / Chief Development Officer from February 2020 to July 2020, Senior Vice President / Corporate Development from 2019 to February 2020, Vice President / Corporate Development from 2016 to 2019, Senior Director / Corporate Development from 2015 to 2016, Finance Director from 2013 to 2015, and Finance Manager / Special Projects from 2011 to 2013. Prior to joining Sinclair, Mr. Shapiro worked in institutional equity research at Morgan Stanley from 2007 to 2011, was co-founder and managing partner of Proprietary Research, LLC from 2006 to 2007, and, prior to that, worked in institutional equity research at Prudential Equity Group and in the audit and tax departments at both KPMG LLP and PwC. Mr. Shapiro is on the board of ScoreStream, Inc., a high school and local sports app and platform. Mr. Shapiro holds a Bachelor of Arts degree in History from the University of Rochester and a Master of Business Administration degree from the University of Virginia’s Darden School of Business. Donald H. Thompson has served as Executive Vice President / Chief Human Resources Officer since February 2020. Prior to that, he served as Senior Vice President / Human Resources from December 2013 to February 2020, as Vice President / Human Resources from November 1999 to December 2013, and as Director of Human Resources from September 1996 to November 1999. Prior to joining Sinclair, Mr. Thompson was a human resources manager for NASA at the Goddard Space Flight Center near Washington, D.C. Mr. Thompson holds a Bachelor of Psychology degree and a Certificate in Personnel and Industrial Relations from University of Maryland, an MS in Business / Human Resource & Behavioral Management and a Master of Business Administration degree from Johns Hopkins University, and a Master of Arts in Biblical Studies from Colorado Christian University. Mr. Thompson is a member of the Society for Human Resource Management.

  6. DIRECTOR COMPENSATION FOR 2024

    DIRECTOR COMPENSATION FOR 2024 The following table sets forth certain information regarding compensation for services rendered by our non-employee directors during the year ended December 31, 2024.

  7. DIRECTOR COMPENSATION FOR 2024

    | Name (a) | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | Robert E. Smith | $51,000 | $230,820(b) | $—(c) | $281,820 | | Laurie R. Beyer | 82,500 | 230,820(b) | — | 313,320 | | Benjamin S. Carson, Sr. | 66,500 | 230,820(b) | — | 297,320 | | Howard E. Friedman | 115,000 | 230,820(b) | — | 345,820 | | Daniel C. Keith | 132,500 | 230,820(b) | — | 363,320 | | Benson E. Legg | 119,000 | 230,820(b) | — | 349,820 |

  8. DIRECTOR COMPENSATION FOR 2024

    (a)Compensation for David D. Smith, our Chairman of the Board and Executive Chairman, is reported in the Summary Compensation Table. Dr. Frederick G. Smith and J. Duncan Smith are omitted from this table, as they serve as executive officers, but are not named executive officers and do not receive additional compensation for services provided as directors. (b)On the date of our 2024 annual meeting, each non-employee director nominee received a grant of 18,943 unrestricted shares of Class A Common Stock pursuant to the Company’s 2022 Stock Incentive Plan for services to be rendered during their one-year term beginning on June 11, 2024, at a value of $12.19 per share of Class A Common Stock. The amount presented represents the grant date fair value of the stock award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. (c)Robert E. Smith is a participant in our company sponsored health care plan. Mr. Smith pays standard premiums pursuant to the plan; however, unlike a typical company participant, he is required to reimburse the Company for any health care costs in excess of $450,000. During 2024, Mr. Smith’s health care costs did not exceed $450,000, nor did they exceed the premiums he paid; therefore, we did not have to pay for any costs during the year. Non-employee directors receive $35,000 for their services as a director. The Audit Committee Chairman receives an additional $7,500 annually and the Compensation Committee Chairman and Nominating and Corporate Governance Committee Chairman each receive an additional $6,000 annually. No additional annual fees are paid to Dr. Frederick G. Smith and J. Duncan Smith as Regulatory Committee Chairman and Cybersecurity Committee Chairman, respectively. Non-employee directors also receive $2,000 for each Board meeting attended; $2,500 for each Audit Committee meeting attended; and $1,500 for each Compensation Committee meeting, Nominating and Corporate Governance Committee meeting, Regulatory Committee meeting, and Cybersecurity Committee meeting attended. We reimburse our directors for any business-related travel expenses. Additionally, each non-employee director is granted unrestricted shares of Class A Common Stock upon election or re-election to the Board on the date of our annual meeting of stockholders.

  9. COMPENSATION DISCUSSION AND ANALYSIS

    COMPENSATION DISCUSSION AND ANALYSIS Introduction. In this section, we discuss certain aspects of our compensation program as it pertains to our Executive Chairman; President and CEO; Executive Vice President and Chief Financial Officer (“CFO”); Chief Operating Officer and President / Local Media; and Executive Vice Chairman in 2024. These individuals represent our principal executive officer, our principal financial officer, and our next three most highly compensated executive officers during 2024. We refer to these five persons throughout this proxy statement as the named executive officers. Our discussion focuses on compensation and practices relating to our most recently completed fiscal year. We believe that the performance of each of the named executive officers has the potential to impact both our short-term and long-term profitability. The Board has established a Compensation Committee that is responsible for establishing and administering our named executive officers’ and other key employees’ compensation. The Compensation Committee consists of three non-employee directors, all of whom are independent under the Nasdaq listing requirements. General Philosophy, Objectives and Design. We believe that our people are our most valuable resource and that the dedication and quality of our named executive officers are vital to the long-term interests of our stockholders. We have established a compensation program for our executive officers that is competitive and designed to support our strategic goals. The primary objectives of our compensation program are to attract and retain the best available people while efficiently utilizing available resources, to enhance the executive officers’ overall performance, to align the long-term interests of our executive officers with those of our stockholders, to improve our overall business performance, and to reward individual performance. This is accomplished through a combination of base salary, long-term incentive compensation, and cash bonus designed to be competitive with comparable employers in the broadcast and media industry. The Compensation Committee evaluates both the Company’s overall performance and the individual’s performance when setting compensation levels. However, there are no set guidelines or policies outlining the weight of each, as the Compensation Committee assesses each factor at its discretion. Stockholder Say on Pay Considerations. We provide our stockholders with the opportunity to cast an advisory vote annually to approve our executive compensation (also known as “Say on Pay”). In 2024, approximately 93% of our stockholders that voted approved our executive compensation. The Board and Compensation Committee considered the strong voting results as a stockholder endorsement of our executive compensation policies and practices, and we intend to continue to emphasize our pay-for-performance compensation philosophy that aligns long-term interests of our executives with those of our stockholders. At the 2023 annual meeting of stockholders, our stockholders overwhelmingly approved, on a non-binding advisory basis, a triennial advisory vote on our executive compensation. However, the Board considered the outcome of that vote and determined that we hold an annual advisory vote on the compensation of our named executive officers until the next required advisory vote on the frequency of the advisory vote on executive compensation. As a result, we are holding an annual stockholder advisory vote on the compensation of our named executive officers at the 2025 annual meeting of stockholders. See Proposal 3: A Non-Binding Advisory Vote on Our Executive Compensation above. Compensation Process. Each year, the Compensation Committee reviews the prior performance of each executive officer, reviews the effectiveness of past compensation objectives, and approves the compensation policies and plans for the next fiscal year. The Compensation Committee assesses each executive officer’s operational abilities, leadership skills, and potential to contribute to long-term stockholder value. Executive officers have access to the Compensation Committee to present and discuss their own performance and compensation plan. At times, the Compensation Committee may specifically request meetings with executive officers to gain a full understanding and exploration of assessed attributes. Messrs. Smith and Ripley consult with the Compensation Committee on appropriate compensation for executive officers other than themselves. In addition, our Executive Vice President / Chief Human Resources Officer, Donald H. Thompson, presents information and recommendations to the Compensation Committee based on market evaluations. In determining the amount of executive officer compensation each year, the Compensation Committee reviews competitive market data from the broadcast and media industry as well as other similarly sized companies comparable to us, including those companies we have determined to be in our peer group. During 2024, the Compensation Committee did not directly benchmark executive officer compensation to a specific target percentile against our peer group. However, when determining the levels of base salary, cash bonuses, and equity awards of our executive officers, our Compensation Committee uses market data in combination with an analysis of other factors including company and individual performance and executive officer responsibilities. The peer group is made up of a mix of media companies with revenues and market capitalization both greater and less than that of the Company to ensure that our compensation practices are reasonable in light of both industry trends and the size of the Company. For 2024, the Compensation Committee determined that our peer group consisted of the following companies in our industry:

  10. COMPENSATION DISCUSSION AND ANALYSIS

    In addition, the Compensation Committee considers information from salary surveys to evaluate compensation for similar positions taking into account geographic location and the companies’ revenue size. These surveys include Salary.com / CompAnalyst, Willis Towers Watson, and Mercer reports. While we review these surveys, we do not formally engage these firms as outside consultants. All final compensation decisions regarding executive officers are made by the Compensation Committee, which is comprised solely of independent directors. Primary Elements of Compensation. We provide a competitive mix of compensation elements that align executive officer compensation with stockholder value. Our compensation program includes both short and long-term compensation in the form of base salary, long-term incentive compensation, and cash bonus, as discussed below. We believe that these compensation components provide an appropriate mix of fixed and variable pay, balance short-term operational performance with long-term stockholder value and encourage executive recruitment and retention, which aligns with our compensation philosophy and objectives. Base Salary. Base salaries are not objectively determined, but instead reflect levels that we concluded were appropriate based upon our general experience. Base salary is designed to provide competitive levels of compensation to our executive officers based upon their experience, professional status, accomplishments, duties, and scope of responsibility. As noted above under Compensation Process, also taken into consideration when establishing base salaries are salaries paid by our competitors for similar positions within the broadcast and media industry, as well as salaries paid by companies outside of our industry for comparable positions. In addition to market comparisons, the Compensation Committee considers individual performance when determining base salary. Long-Term Incentive Compensation. Our compensation program includes long-term incentive compensation, paid in the form of restricted stock awards, stock-settled appreciation rights (“SARs”), stock options, and other long-term incentive cash bonuses including a longevity bonus or similar bonus payable to certain executive officers pursuant to their respective employment agreements (see Employment Agreements below). We have elected to pay long-term incentive compensation in order to provide an incentive for our executive officers to provide strong returns to our stockholders, to better align the interests of our executive officers with those of our stockholders, to continue long-term leadership in the service of the Company, and to ensure a competitive compensation program given the market prevalence of equity compensation. The Company’s 2022 Stock Incentive Plan (the “SIP”), which was approved by stockholders, and became effective, on June 9, 2022, is the successor plan to the Company’s 1996 Long-Term Incentive Plan (the “Predecessor LTIP”). From and after June 9, 2022, no additional awards will be granted under the Predecessor LTIP and all outstanding awards granted under the Predecessor LTIP will remain subject to the terms of the Predecessor LTIP. Restricted Class A Common Stock awards granted pursuant to the SIP vest over two years if the executive officer is employed by the Company. Unvested shares immediately vest upon termination in the event of death or disability, termination by the Company without cause, termination by the executive officer for good reason, a change in control, or retirement either after age 65 or after age 55, if at such time the employee has had at least 10 years of service with the Company. Unvested shares granted under the Predecessor LTIP immediately vested upon the share exchange and plan of reorganization between Sinclair Broadcast Group, Inc., the Company, and Sinclair Holdings, LLC (the “Reorganization”), as discussed in Company Reorganization under Note 1. Nature of Operations and Summary of Significant Accounting Policies to our consolidated financial statements and related footnotes in our 2024 Annual Report on Form 10-K. SARs granted pursuant to the SIP have a 10-year term and are fully vested upon grant, vest over two years, or vest over four years. Upon exercise of SARs, the holder would receive a number of shares of Class A Common Stock, equal in value to the difference between the SARs’ base value and the per share closing price of the Company’s Class A Common Stock on the date of exercise for the number of SARs being exercised. Unvested SARs immediately vest upon termination by the Company without cause, termination by the executive officer for good reason, or retirement either after age 65 or after age 55, if the employee has had at least 10 years of service with the Company. Upon a change in control (for SARs granted under the SIP) or a dissolution or merger (for SARs granted under the Predecessor LTIP), all unvested SARs shall vest and, under the Predecessor LTIP, the executive officer has the right to exercise the unexercised portion of his or her SARs immediately prior to such event. Unvested SARs granted under the Predecessor LTIP immediately vested upon the Reorganization, as discussed in Company Reorganization under Note 1. Nature of Operations and Summary of Significant Accounting Policies to our consolidated financial statements and related footnotes in our 2024 Annual Report on Form 10-K. Stock options granted pursuant to the SIP and the Predecessor LTIP have a 10-year term, have exercise prices equal to the fair value of the Class A Common Stock on the date of grant, and may or may not have certain vesting conditions. When granting equity awards, consideration is given to company and employee performance, but awards are made at the discretion of the Compensation Committee under no objective guidelines, with the exception of awards pursuant to employment agreements. Grants of equity awards are valued only at the closing price of our stock on the date of grant. We do not grant equity awards, including SARs and stock options, in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee typically reviews and approves annual equity awards, including SARs and stock options, to our executive officers at meetings in late February of each year, with the awards granted in late February or early March of each year. The dates for the Compensation Committee meetings are set more than a year in advance on a fairly consistent cadence year over year. The timing of any equity grants to executive officers pursuant to employment agreements or other non-routine grants is tied to the event giving rise to the award. No options have been granted since 2016. Certain executive officers are also entitled to a earn a retention-based “longevity” bonus or similar bonus providing for a single lump sum cash payment to the executive officer at a specified future date. These longevity bonuses generally require the executive officer to remain employed by the Company for a specified retention period, subject to earlier payment on certain events as provided in their employment agreements, as described in Employment Agreements below. The Company may also condition all or a portion of the longevity bonus on achievement of a specified performance goal. We believe these retention-based bonuses support the Company’s interest in minimizing turnover within our executive officer ranks.

  11. COMPENSATION DISCUSSION AND ANALYSIS

    Cash Bonus. Our compensation philosophy is to primarily award cash bonuses to those that have a direct influence on our ongoing revenue and operating performance. Based on this criteria, in early 2024, the Compensation Committee determined that Mr. Ripley, our President and CEO; Mr. David Smith, who oversees the development, implementation, and globalization of NEXTGEN TV, expansion of our news franchise, and public policy as it relates to the broadcast industry; Mr. Weisbord, our Chief Operating Officer and President/Local Media; and Mr. Jason Smith, our Executive Vice Chairman, would each be eligible to receive a performance-based cash bonus for 2024 performance. The purpose of Messrs. Ripley, David Smith, Weisbord, and Jason Smith’s cash bonus opportunity was to promote the attainment of specific financial goals and reward achievement of those goals. We favor an objective approach when measuring the cash bonus. The Compensation Committee determines at its discretion the maximum bonus amounts paid. On February 25, 2025, the Board adopted the Sinclair, Inc. Annual Incentive Plan (the “AIP”). The AIP is a cash-based incentive program which is intended to provide awards to certain employees of the Company to motivate them to perform to the best of their abilities and achieve the Company’s objectives. The Compensation Committee is responsible for administering the AIP and, in its sole discretion, will provide eligible participants, including any executive, officer, key employee or other Compensation Committee-designated employee of the Company or of an affiliate, the opportunity to earn specific cash bonuses for a given performance period. Performance periods are determined by the Compensation Committee and may be divided into one or more shorter periods. As an example, the Compensation Committee may desire to measure some performance criteria over a twelve-month period and other criteria over a three-month period. The Compensation Committee, in its sole discretion, will select the eligible participants for any performance period and an employee who is a participant for a given performance period in no way is guaranteed or assured of being selected for participation in any subsequent performance period or periods. Under the AIP, the Compensation Committee will establish a target award, at 100% target level of achievement, for each participant, which may be a percentage of a participant’s annual base salary as of the beginning or end of the performance period or a fixed dollar amount. Furthermore, the Compensation Committee will, in its sole discretion, determine the performance goals applicable to any target award from the criteria set forth in the AIP, including, by way of example only, unlevered free cash flow, stock price and relative total stockholder return. These performance goals may include threshold levels of performance below which no actual award will be paid, levels of performance at which specified percentages of the target award will be paid and may also include a maximum level of performance above which no additional actual award amount will be paid. The Compensation Committee may, in its sole discretion, increase, reduce, or eliminate a participant’s actual award. Each actual award under the AIP will be paid in cash (or its equivalent). No awards were granted under the AIP for the year ended December 31, 2024. For 2024, Messrs. Ripley, David Smith, and Weisbord’s performance cash bonus consisted of two components, a quarterly cash bonus and an annual cash bonus, Mr. Jason Smith’s performance cash bonus consisted of a quarterly cash bonus, and Ms. Rutishauser was not eligible for a performance cash bonus. Messrs. Ripley and David Smith were each eligible for maximum bonus amounts of $250,000 per quarterly period and for a maximum annual bonus of $500,000, dependent on the generation of certain Adjusted EBITDA targets, as described more fully below. Mr. Weisbord was eligible for maximum bonus amounts of $376,228 per quarterly period and for a maximum annual bonus of $400,000, dependent on the generation of certain Adjusted EBITDA targets, as described more fully below. Mr. Jason Smith was eligible for maximum bonus amounts of $100,000 per quarterly period, dependent on the generation of certain Adjusted EBITDA targets, as described more fully below. Quarterly bonuses were earned pro rata from zero starting at 92% to 100% of quarterly targeted Adjusted EBITDA. Messrs. Ripley, David Smith, Weisbord, and Jason Smith were eligible to receive the maximum amount of the available quarterly bonus payments for the year when 100% of the annual targeted Adjusted EBITDA was met even though on a quarterly basis the quarterly targeted Adjusted EBITDA was not met (“Recapture Bonus”). Annual bonuses were earned pro rata from zero starting at 100% to 108% of annual targeted Adjusted EBITDA. The following table sets forth certain information in regard to performance-based cash bonus payments to our named executive officers for performance in the first, second, third, and fourth quarters of 2024 and full year 2024:

  12. COMPENSATION DISCUSSION AND ANALYSIS

    | | Quarterly Cash Bonus | | | | | Annual Cash Bonus | | | 1Q 2024 | 2Q 2024 | 3Q 2024 | 4Q 2024 | Recapture Bonus | | | Targeted Adjusted EBITDA ($ in millions) (a) | $130.1 | $131.4 | $221.6 | $352.7 | $835.8 | $835.8 | | % of Targeted Adjusted EBITDA Achieved (a) | 97.67% | 111.94% | 108.19% | 91.90% | 100.36% | 100.36% | | Performance-Based Cash Bonus Payments: | | | | | | | | David D. Smith | $175,000 | $250,000 | $250,000 | $— | $325,000 | $18,750 | | Christopher S. Ripley | 175,000 | 250,000 | 250,000 | — | 325,000 | 18,750 | | Robert D. Weisbord | 263,360 | 376,228 | 376,228 | — | 489,097 | 15,000 | | Jason R. Smith | 70,000 | 100,000 | 100,000 | — | 130,000 | — |

  13. COMPENSATION DISCUSSION AND ANALYSIS

    (a)In the event that certain events take place that were not contemplated at the time the targets were determined, the Compensation Committee can adjust the targets to exclude the effect of these events. Examples of such events include acquisitions, dispositions, and changes in accounting rules. In addition, we target the amount of Adjusted EBITDA used in individual bonus determinations at amounts commensurate with the executive’s sphere of influence. Adjusted EBITDA is a non-GAAP measure that management and the Board use to evaluate the Company’s operating performance and for certain executive compensation purposes. Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization, and non-recurring and unusual transaction, implementation, legal, regulatory and other costs, as well as certain non-cash items such as stock-based compensation expense and other gains and losses less amortization of program costs. We believe this measure best captures Messrs. Ripley, David Smith, Weisbord, and Jason Smith’s ability to drive the performance of the Company. For 2024, Messrs. Ripley and David Smith and Ms. Rutishauser were also eligible for an annual discretionary bonus of $1,500,000, $1,500,000, and $650,000, respectively, of which they received $1,200,000, $1,200,000, and $650,000, respectively. Formula Plan. In 2017, the Board adopted the Executive Performance Formula and Incentive Plan (Formula Plan), which provides an award pool, equal to not more than 10% of the Company’s EBITDA for the plan period, in which awards consisting of cash, shares, equity awards, or a combination thereof are awarded to designated key executives by the Compensation Committee. Participants in the Formula Plan are awarded a percentage of the award pool at the beginning of the plan period, with no one participant being awarded more than 50% of the award pool for any given plan period. The Compensation Committee may, at its discretion, reduce, but not increase, the maximum award for any participant and the size of the award pool. All shares used to pay equity awards are granted under, and made subject to the terms of, the SIP or any other Company equity compensation plan, as applicable. For purposes of determining the number of shares subject to such equity awards, the Compensation Committee will value awards in the form of restricted stock, restricted stock units or other full-value share awards at the fair market value of the shares underlying the grant on the date of the equity award and will value awards in the form of options and stock appreciation rights at their fair value on the date of the equity award, as expensed by the Company under applicable accounting rules for purposes of the Company’s financial statements. Retirement Plan. Our compensation program includes a retirement plan designed to provide income following a named executive officer’s retirement. Our executive officers are eligible to participate in the 401(k) Plan. Contributions made to the 401(k) Plan are matched by the Company, typically in the form of our Class A Common Stock. The match is calculated as 100% on the first 3% of compensation contributed plus 50% up to the next 2% of compensation contributed, subject to Internal Revenue Service regulations. In addition, the Compensation Committee has the ability to make additional discretionary contributions to the 401(k) Plan for the benefit of all employees including executive officers. Calculations of targeted overall compensation for executive officers do not include the benefits expected to be received under the 401(k) Plan. Executive officers participate in the 401(k) Plan on the same terms as all other employees. Deferred Compensation Plan. Effective January 1, 2014, we established a nonqualified executive benefit plan (the “Deferred Compensation Plan”) provided to a select group of highly compensated employees as determined by the Company. The plan is a voluntary program that allows participants to defer eligible compensation for a minimum of five years, up to normal retirement age, and make investment elections for the deferred compensation. Employees may defer up to 80% of their compensation and/or 100% of certain bonuses. Participants may receive an employer discretionary match on their deferral, or other discretionary employer contributions. Elective deferrals are 100% vested upon contribution. Any employer discretionary contributions vest in increments of 25% each year of service, and are fully vested after four years of service, with all prior service credited towards vesting, or upon disability, death, or attainment of age 65. Perquisites and Other Benefits. Perquisites and other benefits represent a minimal amount of the executive officers’ compensation. The Compensation Committee annually reviews the perquisites that executive officers receive. The primary perquisites for executive officers are tickets to sporting events and certain business entertainment events and related expenses. Executive officers are also eligible to participate in our other benefit plans on the same terms as all other employees. These other plans include medical, dental, and vision insurance, disability and life insurance, and the ESPP. Employment Agreements. We do not have an employment agreement with David D. Smith or Jason R. Smith. Below is a description of the employment agreements we have entered into with our other named executive officers:

  14. COMPENSATION DISCUSSION AND ANALYSIS

    Christopher S. Ripley. In March 2014, we entered into an employment agreement with Christopher S. Ripley, which was amended and restated in August 2017 and again in August 2024. The agreement does not have any specified termination date and we have the right to terminate the employment of Mr. Ripley at any time, with or without cause. Mr. Ripley received a base salary for 2024 of $1,000,000. Under the agreement, Mr. Ripley is entitled to receive (i) an annual discretionary cash bonus of up to $1,500,000 and $1,000,000 for calendar years 2024 and 2025, respectively, (ii) quarterly performance bonuses of up to $250,000 per quarter for calendar years 2024 and 2025, subject to achievement of Adjusted EBITDA targets determined by the Board and an annual performance bonus of up to $500,000 for calendar years 2024 and 2025, subject to achievement of exceeds Adjusted EBITDA targets determined by the Board (collectively, the “EBITDA Performance Bonuses”) and (iii) an annual group performance bonus of up to $1,600,000 for calendar year 2025 (the “Group Performance Bonus”), subject to achievement of criteria determined by the Compensation Committee. Mr. Ripley is also eligible to receive certain long-term performance bonuses of $5,000,000 if the average of the closing sales prices of shares of Sinclair’s Class A Common Stock over a twenty-two (22) trading day period exceeds (i) $33 per share, (ii) $40 per share, and (iii) every $5 per share interval thereafter, in each case adjusted for certain events as described in the agreement, with the value of the adjustment reasonably determined by the Compensation Committee. Mr. Ripley also has the opportunity to participate in certain Sinclair investments. Any changes to Mr. Ripley’s base salary, cash bonus, or equity incentive opportunities for future calendar years shall be determined by the Compensation Committee. Mr. Ripley is also entitled to certain severance benefits, in addition to any earned but unpaid compensation and benefits as of the termination date: (i) in the case of his death or termination due to disability, prorated bonus amounts and a payout of unused vacation; and (ii) in the case of his termination without cause or his resignation for good reason, or a termination for any reason (other than for cause) either within 12 months prior to or 12 months following a change in control, (x) a lump-sum cash payment in an amount equal to $3,500,000, (y) any Group Performance Bonus and EBITDA Performance Bonuses (prorated for the year of termination) for which the criteria is met in the same year as the termination date and (z) a payout of unused vacation. In addition, the vesting of Mr. Ripley’s equity awards will accelerate on certain termination events to the extent set forth in the award agreements governing his equity awards. As a condition to receive these benefits, on a termination of Mr. Ripley’s employment without cause or for good reason or a termination of employment for any reason (other than for cause) in connection with a change in control, Mr. Ripley is required to comply with his restrictive covenants described below and execute and not revoke a release of claims in our favor. The agreement also contains non-competition, non-solicitation, and confidentiality restrictions on Mr. Ripley. Lucy A. Rutishauser. In March 2001, we entered into an employment agreement with Lucy A. Rutishauser, which was amended and restated in August 2017. The agreement does not have any specified termination date and we have the right to terminate the employment of Ms. Rutishauser at any time, with or without cause. Ms. Rutishauser received a base salary for 2024 of $1,235,000. Effective August 2017, Ms. Rutishauser was entitled to a longevity bonus providing for a single lump sum cash payment of $2,500,000 due at the earlier of December 8, 2023 or upon a change-in-control or a termination of employment by the Company without cause or by Ms. Rutishauser with good reason. Ms. Rutishauser received the longevity bonus in 2023. Ms. Rutishauser is also entitled to certain severance payments equal to her current base salary through the end of the month in which termination occurs and one month of base salary for each full year of continuous employment upon termination in the event of death or disability, termination by the Company without cause, or upon her voluntary resignation. The agreement also contains non-competition and confidentiality restrictions on Ms. Rutishauser. Robert D. Weisbord. In July 1997, we entered into an employment agreement with Robert D. Weisbord which was amended and restated in January 2020 and amended in June 2023. The agreement does not have any specified termination date and we have the right to terminate the employment of Mr. Weisbord at any time, with or without cause. Mr. Weisbord received a base salary for 2024 of $1,504,913. Under the agreement, Mr. Weisbord is eligible for a quarterly cash bonus totaling $1,504,913 for the calendar year ending December 31, 2024; an annual exceeds cash bonus of up to $400,000; stock settled stock appreciation rights valued at $500,000 for each calendar year ending December 31, 2022 (issued in 2023), December 31, 2023 (issued in 2024), and December 31, 2024 (issued in 2025), in each case vesting over two years; and restricted stock awards with a grant date value of $1,000,000 for each calendar year ending December 31, 2023 and December 31, 2024, in each case vesting over two years. Provided Mr. Weisbord has been continually employed in good standing by the Company from the date hereof to and including January 1, 2027, Mr. Weisbord is eligible to receive one-time special longevity bonuses in the amount of: (i) $3,000,000 (the “Guaranteed Longevity Bonus”) and (ii) $2,000,000 (the “Conditional Longevity Bonus” along with the Guaranteed Longevity Bonus, collectively, the “Longevity Bonus”) payable as one lump sum in the form of cash. The Conditional Longevity Bonus shall be conditioned on EBITDA, less net retransmission revenue, for Sinclair Television Group, Inc. (“STG”) for the calendar years ending December 31, 2025 and December 31, 2026 being greater than the EBITDA, less net retransmission revenue, for STG for the calendar years ending December 31, 2021 and December 31, 2022, as determined by the Company’s standard and consistent accounting practices. In the event that Mr. Weisbord’s employment is terminated pursuant to a change in control (as defined in Mr. Weisbord’s employment agreement), then the Company’s successor shall pay Mr. Weisbord the Longevity Bonus within 30 days after the termination date (as defined in Mr. Weisbord’s employment agreement) in the form of cash. Mr. Weisbord is entitled to a lump sum separation payment equal to one month’s base salary in effect at the time of termination for each full year of his continuous employment with the Company (“Separation Payment”) if his employment is terminated upon his death or disability, by the Company without cause, by Mr. Weisbord for good reason, or due to a change in control, provided that, if Mr. Weisbord’s employment is terminated by the Company without cause, by Mr. Weisbord for good reason, or due to a change in control, the Company’s payment of the Separation Payment will be conditioned upon Mr. Weisbord’s execution and delivery to the Company of a general release by Mr. Weisbord of all claims against the Company and its subsidiaries. The agreement also contains non-competition and confidentiality restrictions on Mr. Weisbord. Clawback Policy. Our Incentive-Based Compensation Clawback Policy provides for the Company’s recoupment of certain incentive-based compensation paid erroneously to covered executives, including our named executive officers, in the event of an accounting restatement of the Company’s financial statements due to material noncompliance with financial reporting requirements.

  15. COMPENSATION DISCUSSION AND ANALYSIS

    | Name | Base Salary | % (Decrease) Increase in Base Salary | Maximum Annual Bonus Potential (a) | | David D. Smith | $1,000,000 | —% | $3,000,000(b) | | Christopher S. Ripley | 1,000,000 | —% | 4,100,000(b) | | Lucy A. Rutishauser | 1,235,000 | —% | 650,000(c) | | Robert D. Weisbord | 1,000,000 | (33.6)% | 2,400,000(d) | | Jason R. Smith | 850,000 | —% | 900,000(e) |

  16. COMPENSATION DISCUSSION AND ANALYSIS

    (a)Excludes bonuses that may be awarded at the discretion of the Compensation Committee, the amounts of which were not previously defined or agreed upon. (b)Messrs. David Smith and Ripley’s Maximum Annual Bonus Potential consists of a quarterly and annual cash bonus dependent on the generation of certain quarterly Adjusted EBITDA targets and a Recapture Bonus, as defined above under Cash Bonus, both calculated in the same manner as 2024, as well as an annual discretionary bonus and an annual bonus granted under the AIP. (c)Ms. Rutishauser’s Maximum Annual Bonus Potential consists of an annual discretionary bonus. The Company announced on March 24, 2025 that Ms. Rutishauser will retire after her successor is appointed and transitions into the role. (d)Mr. Weisbord’s Maximum Annual Bonus Potential consists of a quarterly and annual cash bonus dependent on the generation of certain quarterly Adjusted EBITDA targets and a Recapture Bonus, as defined above under Cash Bonus, both calculated in the same manner as 2024, as well as an annual bonus granted under the AIP. (e)Mr. Jason Smith’s Maximum Annual Bonus Potential consists of a quarterly cash bonus dependent on the generation of certain quarterly Adjusted EBITDA targets and a Recapture Bonus, as defined above under Cash Bonus, both calculated in the same manner as 2024, as well as an annual bonus granted under the AIP. In March 2025, the Compensation Committee also granted restricted stock awards to named executive officers in accordance with the discussion under Long-Term Incentive Compensation above. Messrs. David Smith, Ripley, Weisbord, and Jason Smith and Ms. Rutishauser were granted restricted stock awards of 288,392, 465,671, 147,801, 159,607, and 144,196 shares, respectively.

  17. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding compensation for services rendered in all capacities during the years ended December 31, 2024, 2023, and 2022 by the named executive officers.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (a) | Bonus (b) | Option Awards (c) | Non-equity Incentive Plan Compensation (d) | Change in Value of Nonqualified Deferred Compensation Earnings (e) | All Other Compensation (f) | Total | | David D. Smith, | 2024 | $1,072,499(h) | $1,647,444 | $1,200,000 | $2,605,902 | $1,018,750 | $— | $13,800 | $7,558,395 | | Executive Chairman | 2023 | 1,314,164 | 2,054,924 | — | 1,837,125 | 1,971,246 | — | 13,297 | 7,190,756 | | | 2022 | 1,379,700 | 3,026,427 | — | 3,144,041 | 2,069,550 | — | 12,297 | 9,632,015 | | Christopher S. Ripley, | 2024 | 1,072,499(h) | 1,882,795 | 1,200,000 | 5,337,066 | 1,018,750 | 22,483 | 13,800 | 10,547,393 | | President and | 2023 | 1,314,164 | 2,054,924 | — | 1,837,125 | 1,971,246 | 20,564 | 13,297 | 7,211,320 | | Chief Executive Officer | 2022 | 1,379,700 | 3,026,427 | — | 3,144,041 | 2,069,550 | 5,691 | 12,297 | 9,637,706 | | Lucy A. Rutishauser, | 2024 | 1,250,000(h) | 470,702 | 650,000 | 1,736,538 | — | 111,273 | 13,800 | 4,232,313 | | Executive Vice President / | 2023 | 1,300,000 | 623,132 | 2,500,000(j) | 918,423 | 400,000 | 156,275 | 47,382 | 5,945,212 | | Chief Financial Officer (g) | 2022 | 1,250,000 | 1,008,818 | — | 943,214 | 400,000 | — | 47,382 | 3,649,414 | | Robert D. Weisbord | 2024 | 1,504,913 | 941,391 | — | 598,480 | 1,519,913 | 307,730 | 21,800 | 4,894,227 | | Chief Operating Officer and | 2023 | 1,433,250 | 958,666 | — | 417,465 | 1,833,250 | 335,843 | 78,416 | 5,056,890 | | President / Local Media | 2022 | 1,369,323(i) | 1,008,883 | — | — | 1,775,000 | — | 68,889 | 4,222,095 | | Jason R. Smith | 2024 | 850,000 | 470,702 | — | 1,991,442 | 400,000 | 7,861 | 13,800 | 3,733,805 | | Executive Vice Chairman | | | | | | | | | |

  19. Summary Compensation Table

    (a)Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock awards granted in 2024, 2023, and 2022. For further information regarding assumptions made in the valuation of stock awards, see Note 3. Stock-Based Compensation Plans to our consolidated financial statements and related footnotes in our 2024 Annual Report on Form 10-K, as well as the Grants of Plan-Based Awards table below. Dividends are paid on all stock awarded after the issuance of such award at the same rate and time as paid to other stockholders as declared by the Board from time to time. (b)Represents discretionary bonuses earned and approved by the Compensation Committee. (c)Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of SARs granted in 2024, 2023, and 2022. For further information regarding assumptions made in the valuation of stock awards, see Note 3. Stock-Based Compensation Plans to our consolidated financial statements and related footnotes in our 2024 Annual Report on Form 10-K, as well as the Grants of Plan-Based Awards table below. (d)Messrs. David Smith, Ripley, Weisbord, and Jason Smith’s cash bonuses are dependent on their performance pursuant to the cash bonus calculation as well as market evaluations. See Compensation Discussion and Analysis above for further information. (e)Represents all earnings (not only above-market earnings) related to the employee’s participation in the Deferred Compensation Plan. Losses related to the employee’s participation in the Deferred Compensation Plan are excluded from the table above. For further detail on the plan, see the Nonqualified Deferred Compensation table below and Compensation Discussion and Analysis, Deferred Compensation Plan, above. (f)All Other Compensation consists of Company contributions to both the Deferred Compensation Plan and the 401(k) Plan, see Compensation Discussion and Analysis, Retirement Plan and Deferred Compensation Plan, above for more information, and also includes perquisites paid by the Company. All Other Compensation for the year ended December 31, 2024 is as follows:

  20. Summary Compensation Table

    | Name | Company Contributions to the 401(k) Plan | Company Contributions to the Deferred Compensation Plan | Perquisites and Other Personal Benefits | Total | | Mr. David Smith | $13,800 | $— | $— | $13,800 | | Mr. Ripley | 13,800 | — | — | 13,800 | | Ms. Rutishauser | 13,800 | — | — | 13,800 | | Mr. Weisbord | 13,800 | 8,000 | — | 21,800 | | Mr. Jason Smith | 13,800 | — | — | 13,800 |

  21. Summary Compensation Table

    (g)The Company announced on March 24, 2025 that Ms. Rutishauser will retire after her successor is appointed and transitions into the role. (h)Messrs. David Smith and Ripley’s base salary was $1,314,164 from January 2024 through March 2024 and $1,000,000 from April 2024 through December 2024. Ms. Rutishauser’s base salary was $1,300,000 from January 2024 through March 2024 and $1,235,000 from April 2024 through December 2024. (i)Mr. Weisbord’s base salary was $1,339,000 from January 2022 through February 2022 and $1,375,000 from March 2022 through December 2022. (j)Represents payment of the longevity bonus due in accordance with Ms. Rutishauser’s employment agreement. See Compensation Discussion and Analysis, Employment Agreements, above for more information.

  22. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024 The following table sets forth certain information about grants of plan-based awards to the named executive officers during the year ended December 31, 2024.

  23. Grants of Plan-Based Awards for 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (a) | | | All Other Option Awards: Number of Securities Underlying Options | All Other Stock Awards: Number of Shares of Stock | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards (b) | | Name | Grant Date | Threshold | Target | Maximum | | | | | | David D. Smith | 3/8/2024 | $250,000 | $1,000,000 | $1,500,000 | 654,275 | — | $13.31(d) | $2,605,902 | | | 3/8/2024 | — | — | — | — | 131,480 | | 1,647,444(c) | | Christopher S. Ripley | 3/8/2024 | 250,000 | 1,000,000 | 1,500,000 | 1,340,000 | — | 13.31(d) | 5,337,066 | | | 3/8/2024 | — | — | — | — | 150,263 | | 1,882,795(c) | | Lucy A. Rutishauser | 3/8/2024 | — | — | — | 436,000 | — | 13.31(d) | 1,736,538 | | | 3/8/2024 | — | — | — | — | 37,566 | — | 470,702(c) | | Robert D. Weisbord | 3/8/2024 | 376,228 | 1,504,913 | 1,904,913 | 150,263 | — | 13.31(d) | 598,480 | | | 3/8/2024 | — | — | — | — | 75,131 | | 941,391(c) | | Jason R. Smith | 3/8/2024 | 100,000 | 400,000 | 400,000 | 500,000 | — | 13.31(d) | 1,991,442 | | | 3/8/2024 | — | — | — | — | 37,566 | — | 470,702(c) |

  24. Grants of Plan-Based Awards for 2024

    (a)For Messrs. David Smith, Ripley, Weisbord, and Jason Smith, threshold reflects the minimum payment they are eligible to receive if the quarterly actual Adjusted EBITDA exceeds the targeted Adjusted EBITDA. The quarterly bonus is earned pro rata from zero starting at 92% to 100% of quarterly targeted Adjusted EBITDA. Target reflects the amount that Messrs. David Smith, Ripley, Weisbord, and Jason Smith are eligible to receive if the annual actual Adjusted EBITDA exceeds the targeted Adjusted EBITDA, even if, on a quarterly basis, the quarterly Adjusted EBITDA was not met. For Messrs. David Smith, Ripley, and Weisbord, maximum reflects the target plus Messrs. David Smith, Ripley, and Weisbord’s annual bonus component earned pro rata from zero starting at 100% to 108% of annual targeted Adjusted EBITDA. For Mr. Jason Smith, maximum reflects the target. For further information regarding Messrs. David Smith, Ripley, Weisbord, and Jason Smith’s and Ms. Rutishauser’s cash bonuses, see Compensation Discussion and Analysis, Primary Elements of Compensation – Cash Bonus, above. During 2024, no other named executive officers were eligible to receive non-equity incentive plan awards. For information related to actual non-equity incentive plan awards see Summary Compensation Table above. (b)This column shows the full grant date fair value of restricted stock awards and SARs. The grant date fair values of the restricted stock and SAR awards were computed in accordance with FASB ASC Topic 718 and do not include estimates for forfeitures. There can be no assurance that the FASB ASC Topic 718 amounts shown in this table will ever be realized by the named executive officer. Dividends are paid on all stock awarded after the issuance of such award at the same rate and time as paid to other stockholders as declared by the Board from time to time. For further information regarding restricted stock and SAR awards, see Compensation Discussion and Analysis, Primary Elements of Compensation – Long-Term Incentive Compensation, above. (c)Our Class A Common Stock’s closing price per share on March 8, 2024 was $12.53. Restrictions on restricted stock awards granted in 2024 lapse over two years at 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date and vesting is not dependent on future performance levels; rather it is dependent solely on future service with the Company. (d)Our Class A Common Stock’s closing price per share on March 7, 2024, the day prior to grant, was $13.31. The SAR awards granted to Messrs. David Smith and Ripley vested immediately and the SAR awards granted to Ms. Rutishauser and Messrs. Weisbord and Jason Smith vested 50% on March 8, 2025 and the remaining 50% will vest on March 8, 2026.

  25. Outstanding Equity Awards at Fiscal Year End for 2024

    Outstanding Equity Awards at Fiscal Year End for 2024 The following table sets forth certain information about all equity compensation awards held by the named executive officers as of December 31, 2024.

  26. Outstanding Equity Awards at Fiscal Year End for 2024

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (a) | Market Value of Shares or Units of Stock that have not Vested (b) | | David D. Smith | 654,275(c) | — | $13.31 | 03/08/2034 | — | $— | | | 413,337(c) | — | 15.97 | 03/02/2033 | — | — | | | 330,396(c) | — | 27.48 | 01/31/2032 | — | — | | Christopher S. Ripley | 1,340,000(c) | — | 13.31 | 03/08/2034 | 217,374(d) | 3,508,416 | | | 413,337(c) | — | 15.97 | 03/02/2033 | — | — | | | 330,396(c) | — | 27.48 | 01/31/2032 | — | — | | | 548,446(c) | — | 33.05 | 02/19/2031 | — | — | | | 638,298(c) | — | 28.20 | 02/24/2030 | — | — | | | 250,000(c) | — | 32.81 | 02/26/2029 | — | — | | | 225,000(c) | — | 33.80 | 02/28/2028 | — | — | | | 125,000(c) | — | 33.85 | 12/31/2026 | — | — | | | 125,000(c) | — | 32.54 | 12/31/2025 | — | — | | Lucy A. Rutishauser | — | 436,000(e) | 13.31 | 03/08/2034 | — | — | | | 103,318 | 103,319(f) | 15.97 | 03/02/2033 | — | — | | | 99,119 | — | 27.48 | 01/31/2032 | — | — | | | 82,267 | — | 33.05 | 02/19/2031 | — | — | | | 95,745 | — | 28.20 | 02/24/2030 | — | — | | Robert D. Weisbord | — | 150,263(g) | 13.31 | 03/08/2034 | — | — | | | 46,963 | 46,963(h) | 15.97 | 03/02/2033 | — | — | | | 150,000 | — | 33.75 | 01/16/2030 | — | — | | Jason R. Smith | — | 500,000(i) | 13.31 | 03/08/2034 | 37,566(j) | 606,315 |

  27. Outstanding Equity Awards at Fiscal Year End for 2024

    (a)For the purposes of this disclosure, any restricted stock that is held by any named executive officer meeting the eligibility criteria for retirement, defined as after age 65 or after age 55, if at such time the named executive officer has had at least ten years of service with the Company, are considered to be vested and are excluded from the above table. (b)Based on the closing market price of $16.14 per share on December 31, 2024. (c)SARs and options are fully vested on the grant date. (d)142,242 shares vested in March 2025 and 75,132 shares will vest in March 2026. (e)218,000 SARs vested in March 2025 and 218,000 SARs will vest in March 2026. (f)103,319 SARs vested in March 2025. (g)75,131 SARs vested in March 2025 and 75,132 SARs will vest in March 2026. (h)46,963 SARs vested in March 2025. (i)250,000 SARs vested in March 2025 and 250,000 SARs will vest in March 2026. (j)18,783 shares vested in March 2025 and 18,783 shares will vest in March 2026.

  28. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding the exercise of options, SARs, and vesting of shares of restricted stock held by the named executive officers during the year ended December 31, 2024.

  29. Option Exercises and Stock Vested

    | | Option/SARs Awards | | Stock Awards | | | Name | Number of Securities Underlying Options/SARs Exercised | Value Realized on Exercise (a) | Number of Shares Acquired on Vesting (b) | Value Realized on Vesting (c) | | David D. Smith | — | $— | 131,480 | $1,703,981 | | Christopher S. Ripley | — | — | 67,110 | 949,942 | | Lucy A. Rutishauser | — | — | 37,566 | 486,855 | | Robert D. Weisbord | — | — | 75,131 | 973,698 | | Jason R. Smith | — | — | — | — |

  30. Option Exercises and Stock Vested

    (a)The value realized on exercise is calculated by multiplying the number of shares exercised by the appreciation per share, or the closing market price of our Class A Common Stock on the exercise date less the option or SARs exercise price. (b)The number of shares acquired on vesting also includes shares granted to those named executive officers meeting the eligibility criteria for retirement, defined as after age 65 or after age 55, if at such time the named executive officer has had at least ten years of service with the Company, but are otherwise still subject to transfer restrictions. (c)Represents the total value realized upon the vesting of restricted shares using the average of the high and low prices of our Class A Common Stock on the vesting dates.

  31. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth certain information about nonqualified deferred compensation of the named executive officers during the year ended, and as of, December 31, 2024.

  32. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year (a) | Registrant Contributions in Last Fiscal Year (b) | Aggregate Earnings in Last Fiscal Year (c) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last Fiscal Year End | | David D. Smith | $— | $— | $— | $— | $— | | Christopher S. Ripley | — | — | 22,483 | — | 472,169 | | Lucy A. Rutishauser | — | — | 111,273 | — | 1,413,836 | | Robert D. Weisbord | 60,000 | 8,000 | 307,730 | — | 3,038,725 | | Jason R. Smith | — | — | 7,861 | — | 76,120 |

  33. Nonqualified Deferred Compensation

    (a)Represents deferrals made by the participant during 2024. (b)Represents contributions made by the Company to the participant’s account pursuant to the Deferred Compensation Plan. Amount is also disclosed within footnote (f) of the Summary Compensation Table above. (c)Represents all earnings and losses related to the participant’s participation in the Deferred Compensation Plan. Losses are excluded from the change in value of nonqualified deferred compensation earnings column in the Summary Compensation Table above. See Compensation Discussion and Analysis, Deferred Compensation Plan, above for further description of the plan.

  34. Potential Post-Employment Payments and Benefits

    | Benefits and Payments upon Termination | Termination without cause or by employee for good reason | Termination with cause | Termination by employee without good reason | Change in Control | Death or Disability | Retirement | | David D. Smith | | | | | | | | Stock Appreciation Rights | $— | $— | $— | $1,921,866(a) | $— | $— | | Restricted Stock (b) | — | — | — | — | — | — | | Total | $— | $— | $— | $1,921,866 | $— | $— | | Christopher S. Ripley | | | | | | | | Severance Payment (c) | $3,500,000 | $— | $— | $3,500,000 | $— | $— | | Stock Appreciation Rights | — | — | — | 3,862,467(a) | — | — | | Restricted Stock (d) | 3,508,416 | — | — | 3,508,416 | 3,508,416 | — | | Total | $7,008,416 | $— | $— | $10,870,883 | $3,508,416 | $— | | Lucy A. Rutishauser | | | | | | | | Severance Payment (c) | $2,675,833 | $— | $2,675,833 | $2,675,833 | $2,675,833 | $— | | Stock Appreciation Rights | 1,251,444(e) | — | — | 1,269,008(a) | — | 1,251,444(e) | | Restricted Stock (b) | — | — | — | — | — | — | | Total | $3,927,277 | $— | $2,675,833 | $3,944,841 | $2,675,833 | $1,251,444 | | Robert D. Weisbord | | | | | | | | Severance Payment (c) | $3,386,054 | $— | $— | $8,386,054 | $3,386,054 | $— | | Stock Appreciation Rights | 433,228(e) | — | — | 441,212(a) | — | 433,228(e) | | Restricted Stock (b) | — | — | — | — | — | — | | Total | $3,819,282 | $— | $— | $8,827,266 | $3,386,054 | $433,228 | | Jason R. Smith | | | | | | | | Stock Appreciation Rights | $1,415,000(e) | $— | $— | $1,415,000(a) | $— | $— | | Restricted Stock (d) | 606,315 | — | — | 606,315 | 606,315 | — | | Total | $2,021,315 | $— | $— | $2,021,315 | $606,315 | $— |

  35. CEO Pay Ratio For 2024

    CEO Pay Ratio For 2024 Item 402(u) of Regulation S-K requires us to disclose the ratio of the annual total compensation of our CEO, Christopher S. Ripley, to the median of the annual total compensation of all other employees. The annual total compensation of our CEO, as disclosed in the Summary Compensation Table above, was $10,547,393 for the year ended December 31, 2024. The annual total compensation of our median employee was $58,903 for the year ended December 31, 2024. Annual total compensation, for both our CEO and median employee, was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K. Based on the foregoing, our estimate of the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all other employees was 179:1 for the year ended December 31, 2024. We believe that there have been no changes in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure and so we have used the same median employee as determined in 2022 in calculating our 2024 ratio. We identified our median employee by gathering the 2022 gross pay, including salary and bonus, for all employees, excluding our CEO, employed by the Company on December 31, 2022. We included all full-time, part-time, and seasonal employees. We made pro rata adjustments for full-time employees which were hired during the year. We believe gross pay is a reasonable, consistently applied compensation measure by which to determine our median employee. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  36. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth additional compensation information for our principal executive officer (“PEO”) and non-PEO named executive officers, including the compensation actually paid (“CAP”) to our PEO and Average CAP to our non-PEO named executive officers, as determined in accordance with SEC rules; total shareholder return (“TSR”); net income (loss); and Adjusted EBITDA for the years ended December 31, 2024, 2023, 2022, 2021, and 2020:

  37. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (a) | Compensation Actually Paid to PEO (a) (b) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (a) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (a) (b) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ in millions) | Adjusted EBITDA ($ in millions) (d) | | | | | | | TSR (c) | Peer Group TSR (c) | | | | 2024 | $10,547,393 | $11,310,973 | $5,104,685 | $5,475,219 | $62.00 | $106.24 | $319 | $876 | | 2023 | 7,211,320 | 7,620,879 | 5,109,585 | 5,133,788 | 46.69 | 119.01 | (279) | 557(e) | | 2022 | 9,637,706 | 7,306,572 | 4,933,712 | 4,561,798 | 51.76 | 65.05 | 2,701 | 956(e) | | 2021 | 15,532,018 | 13,927,758 | 6,079,129 | 5,903,460 | 84.43 | 93.35 | (326) | 793(e) | | 2020 | 12,769,638 | 12,891,208 | 5,455,659 | 5,557,778 | 99.09 | 92.94 | (2,429) | 2,165(e) |

  38. PAY VERSUS PERFORMANCE

    (a)Mr. Ripley was the PEO for all of the years ended December 31, 2024, 2023, 2022, 2021, and 2020. Non-PEO named executive officers for the year ended December 31, 2024 were David Smith, Lucy Rutishauser, Robert Weisbord, and Jason Smith; for the years ended December 31, 2023, 2022, and 2021 were David Smith, Lucy Rutishauser, Robert Weisbord, and David Gibber; and for the year ended December 31, 2020 were David Smith, Lucy Rutishauser, Barry Faber, Jeffrey Krolik, and Robert Weisbord. (b)The following table sets forth the amounts that are deducted from, and added to, the Summary Compensation Table total compensation to calculate the CAP, as determined in accordance with SEC rules, to the PEO and average CAP, as determined in accordance with SEC rules, to the Non-PEO named executive officers for the years ended December 31, 2024, 2023, 2022, 2021, and 2020:

  39. PAY VERSUS PERFORMANCE

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | PEO: | | | | | | | Summary Compensation Table total | $10,547,393 | $7,211,320 | $9,637,706 | $15,532,018 | $12,769,638 | | Stock and SAR awards: (1) | | | | | | | Less: Stock and SAR awards (as reported on the Summary Compensation Table) | (7,219,861) | (3,892,049) | (6,170,468) | (12,171,487) | (10,362,761) | | Plus: | | | | | | | The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year | 2,425,245 | 1,811,984 | 1,687,222 | 4,831,800 | 6,776,597 | | The change in the fair value at the end of the year compared to the prior year for all awards granted in a prior year that were outstanding and unvested at the end of the year | 177,173 | — | (1,015,543) | (576,596) | (55,875) | | The change in the fair value at the vesting date compared to the prior year for all awards granted in a prior year that vested in the current year | 43,957 | 652,499 | 23,614 | 182,572 | (599,151) | | The fair value at the vesting date of all awards granted during the year that vested during the year | 5,337,066 | 1,837,125 | 3,144,041 | 6,129,451 | 4,362,760 | | Compensation actually paid | $11,310,973 | $7,620,879 | $7,306,572 | $13,927,758 | $12,891,208 | | Average for non-PEO named executive officers: | | | | | | | Summary Compensation Table total | $5,104,685 | $5,109,585 | $4,933,712 | $6,079,129 | $5,455,659 | | Stock and SAR awards: (1) | | | | | | | Less: Stock and SAR awards (as reported on the Summary Compensation Table) | (2,615,651) | (1,917,747) | (2,527,341) | (3,875,088) | (2,343,740) | | Plus: | | | | | | | The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year | 1,499,877 | 497,685 | 255,233 | 365,199 | 622,438 | | The change in the fair value at the end of the year compared to the prior year for all awards granted in a prior year that were outstanding and unvested at the end of the year | 32,610 | — | (140,778) | (105,714) | — | | The change in the fair value at the vesting date compared to the prior year for all awards granted in a prior year that vested in the current year | 11,089 | 65,708 | 12,507 | 29,088 | — | | The fair value at the vesting date of all awards granted during the year that vested during the year | 1,442,609 | 1,378,557 | 2,028,465 | 3,410,846 | 1,823,421 | | Compensation actually paid | $5,475,219 | $5,133,788 | $4,561,798 | $5,903,460 | $5,557,778 |

  40. PAY VERSUS PERFORMANCE

    (1) Includes restricted stock awards and SARs. SARs are valued using the Black-Scholes pricing model as of the date of grant. Adjustments have been made to the assumptions used on the date of grant, including expected years to exercise, expected volatility, annual dividend yield, and risk-free interest rate, to value the SARs on each of the measurement dates. (c)TSR assumes that an investment of $100 was made in our Class A Common Stock and in each peer group company on December 31, 2021 and that all dividends were reinvested and is measured by dividing total dividends (assuming dividend reinvestment) plus share price change between the beginning and end of the measurement period by the share price at the beginning of the measurement period. The Peer Group is defined as the peer group as set by the Compensation Committee. For a list of companies included in the 2024 and 2023 Peer Group, see Compensation Discussion and Analysis, Compensation Process, above (the “2024 Peer Group”), and for a list of companies included in the 2022, 2021, and 2020 Peer Group (the “Former Peer Group”), see Compensation Discussion and Analysis, Compensation Process, in the Company’s 2022 proxy statement on Schedule 14A filed with the SEC on April 5, 2023. (d)Adjusted EBITDA is a non-GAAP measure that management and the Board use to evaluate the Company’s operating performance and for certain executive compensation purposes. Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization, and non-recurring and unusual transaction, implementation, legal, regulatory and other costs, as well as certain non-cash items such as stock-based compensation expense and other gains and losses less amortization of program costs. (e)Adjusted EBITDA for the years ended December 31, 2023, 2022, 2021, and 2020 has been reclassified to conform with a definitional change due to a routine SEC comment process. Relationship between executive compensation and financial performance. The following charts reflect the relationship between the CAP to our PEO and average CAP to our non-PEO named executive officers to our TSR (as well as a comparison of our TSR to our Peer Group TSR), our net income (loss), and our Adjusted EBITDA for each of the years ended December 31, 2024, 2023, 2022, 2021, and 2020: Performance Measures. As discussed in Compensation Discussion and Analysis above, the primary objectives of our compensation program are to attract and retain the best available people while efficiently utilizing available resources, to enhance the executive officers’ overall performance, to align the long-term interests of our executive officers with those of our stockholders, to improve our overall business performance, and to reward individual performance. This is accomplished through a combination of base salary, long-term incentive compensation, and cash bonus designed to be competitive with comparable employers in the broadcast and media industry. The Compensation Committee considers both the Company’s overall performance and the individual’s performance when setting compensation levels. However, there are no set guidelines or policies outlining the weight of each, as the Compensation Committee assesses each factor at its discretion. For the year ended December 31, 2024, Adjusted EBITDA was the most important financial performance measure used to link executive compensation actually paid to company performance, and no other performance measures were used.