UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Nexstar Media Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

2022 Annual Meeting of Stockholders │ Meeting Notice │ Proxy Statement

proxy

YOUR VOTE IS IMPORTANT

NEXSTAR MEDIA GROUP, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on [●], [●], 2022

TO THE STOCKHOLDERS OF NEXSTAR MEDIA GROUP, INC.:

The 2022 annual meeting of stockholders (the “Annual Meeting”) of Nexstar Media Group, Inc. (the “Company”) will be held on [●], [●], 2022, at 10:00 a.m., Central Daylight Time, in the building’s conference center, Suite 120, at the Company’s principal executive offices located at 545 E. John Carpenter Freeway, Irving, Texas 75062.

The Annual Meeting will be held for the following purposes:

Nexstar Media Group, Inc. is mailing this Proxy Statement and the related proxy materials on or about [●] [●], 2022 to its stockholders of record as of the close of business on [●], 2022. Only stockholders of record at that time are entitled to receive notice of or to vote at the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder who provides proof of ownership on the date of the Annual Meeting during ordinary business hours at 545 E. John Carpenter Freeway, Suite 700, Irving, Texas 75062 and for 10 days prior thereto.

The Company intends to hold its Annual Meeting in person but is sensitive to the public health and travel concerns stockholders may have and the protocols that federal, state and local governments have and may continue to impose regarding the COVID-19 pandemic. In the event it is not possible or advisable to hold the Annual Meeting in person, the Company will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of a virtual-only platform or adding a webcast component to the in-person meeting. If the Company takes this step, the Company will announce the decision to do so in advance by issuing a press release and filing such press release as definitive additional soliciting material with the Securities and Exchange Commission. The Company will also make this additional soliciting material available at http://www.astproxyportal.com/ast/13194/.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON [●], 2022:

The Company’s Proxy Statement for the Annual Meeting, 2021 Annual Report on Form 10-K and Form of Proxy Card are available at http://www.astproxyportal.com/ast/13194/.

Your vote is very important. Regardless of whether you plan to attend the Annual Meeting, we encourage you to vote as soon as possible by one of three convenient methods to ensure your shares are represented at the Annual Meeting: (1) accessing the internet site listed on the notice of internet availability of proxy materials or proxy card, (2) calling the toll-free number listed on the notice of internet availability of proxy materials or proxy card, or (3) signing, dating and returning the proxy card in the enclosed postage-paid envelope. Any proxy you give will not be used if you attend the Annual Meeting and cast your vote during the meeting.

PROXY STATEMENT TABLE OF CONTENTS

VOTING MATTERS

This Proxy Statement is furnished in connection with the solicitation by and on behalf of the Board of Directors of Nexstar Media Group, Inc., a Delaware corporation (“Nexstar,” the “Company,” “our,” “us,” or “we”), of proxies for use at Nexstar’s Annual Meeting of Stockholders to be held, pursuant to the accompanying Notice of Annual Meeting, on [●], [●], 2022 at 10:00 a.m., Central Daylight Time, and at any adjournment or postponement thereof (the “Annual Meeting”). Actions will be taken at the Annual Meeting to (1) elect directors to serve as Class I Directors for a term of three years; (2) ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022; (3) advise the Board of Directors on the compensation of our Named Executive Officers; (4) approve an amendment to the Amended and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock, which classes of common stock have no shares issued and outstanding, and (5) transact any other business which may properly come before the Annual Meeting.

Shares of Nexstar common stock, par value $0.01 (“Common Stock”), represented by a properly executed proxy that are received by Nexstar prior to the Annual Meeting, will, unless revoked, be voted as directed in the proxy. If a proxy is signed and returned, but does not specify how the shares represented by the proxy are to be voted, the proxy will be voted (i) FOR the election of the nominees named therein; (ii) FOR PricewaterhouseCoopers LLP as Nexstar’s independent registered public accounting firm in 2022; (iii) FOR the approval, by non-binding vote, of executive compensation; (iv) FOR the approval of an amendment to the Amended and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock, which classes of common stock have no shares issued and outstanding, and (v) in such manner as the persons named in your proxy card shall decide on any other matters that may properly come before the Annual Meeting.

This Proxy Statement, the accompanying notice and the enclosed proxy card are first being mailed to stockholders on or about [●] [●], 2022.

Voting Securities

Stockholders of record on [●], 2022 may vote at the Annual Meeting. On that date, there were [●] shares of the Company’s Class A common stock (“Class A Common Stock”) outstanding and no shares of Class B Common Stock, Class C Common Stock or Preferred Stock outstanding. The holders of Class A Common Stock are entitled to one vote per share and the holders of Class B Common Stock, of which there are none, are entitled to 10 votes per share. Holders of our Class C Common Stock and Preferred Stock, of which there are none, have no voting rights. Under the Company’s Amended and Restated Bylaws, adopted as of January 30, 2020 (the “bylaws”), the holders of a majority of the voting power of the outstanding shares of capital stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. There is no cumulative voting. Abstentions, withhold votes and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NASDAQ rules to vote your shares on the ratification of PricewaterhouseCoopers LLP even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors, the approval of executive compensation and the approval of an amendment to the Company’s amended certificate of incorporation without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

Voting Matters

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting

The following information can be found at http://www.astproxyportal.com/ast/13194/:

Voting Instructions

Stockholders of record may vote:

Each proxy that is properly received by Nexstar prior to the Annual Meeting will, unless validly revoked, be voted in accordance with the instruction given on such proxy. If a stockholder voted by signing and returning the proxy card via mail and no instructions are indicated, the shares represented by such proxy will be voted according to the recommendations of the Board of Directors.

Any stockholder of record attending the Annual Meeting may vote in person, whether or not a proxy has been previously given, but the mere presence of a stockholder at the Annual Meeting will not constitute revocation of a previously given proxy. In addition, stockholders whose shares of Common Stock are not registered in their own name, including shares held in a brokerage account, will need to obtain a legal proxy from the record holder of such shares to vote in person at the Annual Meeting.

You may revoke your proxy and change your vote by:

Voting Matters

Votes Necessary to Approve Proposals

Proposal 1: Election of Class I Directors

In an uncontested election, each director shall be elected by a majority of the votes cast, and stockholders may cast their votes (i) “for” the nominee, (ii) “against” the nominee or (iii) abstain. A majority means that the number of shares voted “for” a nominee’s election must exceed the number of votes cast “against” that nominee’s election. Votes for and against a nominee’s election will count in the tabulations of votes cast on that nominee’s election. Abstentions and broker non-votes will not count on the tabulations of votes cast on a nominee’s election, will not be counted as a vote cast either “for” or “against” a nominee election and will therefore not affect the outcome of such vote.

In a contested election under our bylaws where the number of nominees for director exceeds the number of directors to be elected as of a date that is 14 days in advance of the date that the Company files its definitive proxy statement, each director shall be elected by a plurality of the votes cast, and votes may be cast in favor of the nominee or withheld. A plurality means that the nominee receiving the most votes for election to a director position is elected to that position. Withhold votes and broker non-votes will not affect the outcome of such vote, because withhold votes and broker non-votes are not treated as votes cast on a nominee’s election.

This election is uncontested.

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm

The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the voting power of the shares of stock present in person or represented by proxy at the meeting and voting thereon. Votes may be cast for or against such ratification. Stockholders may also abstain from voting. Votes for and against this proposal and abstentions will count in the tabulations of votes cast on this proposal. Abstentions will be counted as votes cast on this proposal and will have the same effect as votes “against” this proposal. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NASDAQ rules to vote your shares on this proposal even if the broker does not receive voting instructions from you, and therefore no broker non-votes are expected in connection with this proposal.

Proposal 3: Advisory Vote on the Compensation of our Named Executive Officers

This vote is advisory only and non-binding on the Board of Directors. The Board of Directors will receive the count of votes cast and expects to consider the results of the vote, along with other relevant factors, in its assessment of executive compensation. Votes may be cast for or against such proposal. Stockholders may also abstain from voting. Votes for and against this proposal and abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes will not be counted as votes cast on this proposal and will have no effect on the voting results.

Proposal 4: Approval for the Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate Class B Common Stock and Class C Common Stock classes

The approval to amend the Amended and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock, which classes of common stock have no shares issued and outstanding, requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock. Votes may be cast for or against such an amendment. Stockholders may also abstain from voting. Abstentions and broker non-votes will have the same effect as votes “against” this proposal.

PROPOSAL 1

ELECTION OF CLASS I DIRECTORS

Our bylaws provide for a classified Board of Directors, divided into three staggered classes – I, II and III. The terms of office for each of these classes are scheduled to expire on the date of our annual stockholders’ meeting in 2022, 2023 and 2024, respectively. At the annual meeting, all of our Class I Directors are up for election.

The Board of Directors has nominated Ms. Bernadette S. Aulestia, Mr. Dennis J. FitzSimons, Mr. C. Thomas McMillen, and Ms. Lisbeth McNabb as nominees for election as our Class I Directors. Once elected, each of our Class I Directors’ terms will expire on the date of our 2025 annual stockholders’ meeting. The persons named in the enclosed proxy will vote to elect as Class I Directors the nominees named below, unless the proxy is marked otherwise. If a stockholder returns a proxy without contrary instructions, the persons named as proxies therein will vote to elect as Directors the nominees named below.

Proposal 1 - Election of Directors

Proposal 1 - Election of Directors

Proposal 1 - Election of Directors

Proposal 1 - Election of Directors

PROPOSAL 2

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to ratification by the stockholders, the Audit Committee of the Board of Directors has selected the firm of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1997. If the stockholders do not ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm, the selection of such independent registered public accounting firm will be reconsidered by the Audit Committee.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will be available to respond to appropriate questions from stockholders.

PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors is asking stockholders to cast an advisory, non-binding vote to approve the compensation of our Named Executive Officers, as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement. While this vote is non-binding, the Board of Directors values the opinions of Nexstar’s stockholders and will consider the outcome of the vote, along with other relevant factors, when making future compensation decisions. Following the results of the stockholder advisory vote on the frequency of executive compensation voting at the 2017 annual meeting, the Company’s Board of Directors has approved the Company holding the stockholder advisory vote on the compensation of the Company’s Named Executive Officers annually until the next vote on the frequency of the advisory vote on executive compensation. The next advisory vote on frequency will occur at our 2023 annual meeting.

As described in detail in the Compensation Discussion and Analysis section, the Compensation Committee oversees the program and compensation awarded to Company executives, adopting changes to the program and awarding compensation as appropriate to reflect Nexstar’s circumstances.

The Board of Directors is asking Nexstar’s stockholders to indicate their support for the compensation of its Named Executive Officers. The Board of Directors believes that the information provided in the Proxy Statement demonstrates that Nexstar’s executive compensation program is designed appropriately and is working to ensure that management’s interests are aligned with its stockholders’ interests to support long-term value creation.

You may vote for or against the following resolution, or you may abstain. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and procedures described in this Proxy Statement.

PROPOSAL 4

APPROVAL FOR THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Subject to approval by the stockholders, our Board of Directors has approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock classes. As of [●], 2022, Nexstar had approximately [●] million shares of Class A Common Stock outstanding and no shares of Class B Common Stock or Class C Common Stock outstanding. There are no shares of Class B Common Stock and Class C Common Stock registered under the Securities Act of 1933, as amended, or the Exchange Act. Nexstar’s Class A Common Stock has been the only class of shares outstanding since 2013.

DIRECTORS

The current directors of the Company are:

Directors

Directors

Directors

Directors

Directors

Board Composition

The following provides information regarding the members of our Board, including certain types of knowledge, skills, business experiences, attributes or self-identified specific diversity possessed by one or more of our directors which our Board believes are relevant to our business and industry. The table below does not encompass all of the knowledge, skills, business experiences or attributes of our directors, and the fact that a particular knowledge, skill, business experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, business experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill, business experience listed below may vary among the members of the Board. The information has been collected from each of our board members and they have voluntarily self-identified their gender and demographic background.

CORPORATE GOVERNANCE

Committees of the Board of Directors

The Board of Directors currently has three standing committees with the following members:

Compensation Committee

The purpose of the Compensation Committee is to establish compensation policies for Directors and executive officers of Nexstar, approve employment agreements with executive officers of Nexstar, administer Nexstar’s stock-based compensation plans and approve grants under the plans and make recommendations regarding any other incentive compensation or equity-based plans. The Compensation Committee makes decisions about the compensation of the Chief Executive Officer and has the authority to review and approve the compensation policies for the Company’s other executive officers. The primary objectives of the Compensation Committee in determining total compensation (both salary and incentives) of the Company’s executive officers, including the Chief Executive Officer, are (i) to enable the Company to attract and retain highly qualified executives by providing total compensation opportunities with a combination of elements which are at or above competitive opportunities, (ii) to tie executive compensation to the Company’s general performance and specific attainment of long-term strategic goals, and (iii) to provide long-term incentives for future performance that aligns stockholder interests and executive rewards.

The Compensation Committee met twice during 2021. The Compensation Committee also passed a number of resolutions in lieu of holding meetings during 2021. The Compensation Committee operates under a written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our website at www.nexstar.tv. The information contained on or accessible through our website does not constitute a part of this Proxy Statement. All three members of the Compensation Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. For more information regarding the Compensation Committee, please refer to the “Compensation Committee Report” in this Proxy Statement.

Audit Committee

The purpose of the Audit Committee is to oversee the quality and integrity of Nexstar’s accounting, internal auditing and financial reporting practices, to perform such other duties as may be required by the Board of Directors, and to oversee Nexstar’s relationship with its independent registered public accounting firm. The Audit Committee met four times during 2021. All three members of the Audit Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. The Board of Directors has determined that Mr. Geoff Armstrong, who served as Chair of the Audit Committee since October 20, 2020, is an “audit committee financial expert” in accordance with the applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Audit Committee operates under a written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our website at www.nexstar.tv. The information contained on or accessible through our website does not constitute a part of this Proxy Statement. For more information regarding the Audit Committee, please refer to the “Audit Committee Report” in this Proxy Statement.

Corporate Governance

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to serve on Nexstar’s Board of Directors, recommend persons to be nominated by the Board of Directors for election as directors at the annual meeting of stockholders, recommend nominees for any committee of the Board of Directors, develop and recommend to the Board of Directors a set of corporate governance principles applicable to Nexstar and to oversee the evaluation of the Board of Directors and its committees. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our website at www.nexstar.tv. The information contained on or accessible through our website does not constitute a part of this Proxy Statement. All three members of the Nominating and Corporate Governance Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. The Nominating and Corporate Governance Committee met once during 2021 because all material committee issues were discussed by the full Board of Directors during executive sessions. Our Nominating and Corporate Governance Committee will consider stockholder nominees for the Board of Directors (see “Stockholder Proposals for the 2023 Annual Meeting” under “Other Information” in this Proxy Statement).

Additional Information Concerning the Board of Directors

During 2021, the full Board of Directors met five times. As summarized in the table below, each incumbent director attended 100% of the total number of meetings of the Company’s Board of Directors and committees of the Board of Directors on which they serve.

Corporate Governance

The Board of Directors has not adopted a formal policy with regard to director attendance at the annual meeting of stockholders because fewer than ten non-management stockholders attended our 2021 Annual Meeting of Stockholders in virtual-only format. Mr. Sook attended and presided over the 2021 virtual Annual Meeting of Stockholders.

The Nominating and Corporate Governance Committee determines the minimum qualifications that Director nominees must possess based on the composition, size and needs of the Board of Directors. The Nominating and Corporate Governance Committee also determines the qualifications and skills required to fill a vacancy or a newly created directorship to complement the existing qualifications and skills, as a vacancy or need for a new directorship arises. The nomination procedures include the review of stockholder nominations for candidacy to the Board of Directors. If it is determined that an additional nominating policy would be beneficial to Nexstar, the Board of Directors may in the future adopt an additional nominating policy.

The Nominating and Corporate Governance Committee reviews the succession planning with the Compensation Committee, reviews of the desirability of term limits of the Board of Directors and establishment of guidelines for removal of directors.

There is no formal policy governing how diversity is considered in the makeup of the Board and the selection of its members. The Nominating and Corporate Governance Committee defines Board diversity broadly to mean that the Board is comprised of individuals with a variety of perspectives, industry experience, personal and professional backgrounds, skills and qualifications. When nominating a Board member, the Nominating and Corporate Governance Committee examines the diversity of the overall board and strives to maintain an appropriate level of diversity (as set forth above) with the addition of each new nominee.

Under the rules and regulations of the NASDAQ Stock Market, we are required to maintain a majority of independent Directors on the Board of Directors and to have the compensation of our executive officers and the nomination of Directors be determined by independent Directors. Our Board of Directors meets these standards.

2022 Stockholder Outreach

In the first quarter of 2022, members of senior management, with support from JCIR, a third-party consultant, targeted the Company’s top 24 non-affiliated institutional investors to discuss the Company’s ongoing corporate governance, social responsibility and environmental activities (hereinafter collectively referred to as “ESG”) as well as any other issues important to stockholders. The targeted 24 non-affiliated institutional investors had a combined voting authority of approximately 24.3 million shares, or approximately 59% of the voting shares of Nexstar as of December 31, 2021. Of the 24 institutional investors, conference calls were conducted with 15 who collectively held a combined voting authority of 15 million shares, or approximately 37% of the Company’s voting shares. The remaining nine institutional investors, who collectively held approximately 22% of the Company’s voting shares, either did not require ESG calls, did not respond to our invitations for an ESG call or do not engage with company management about ESG matters. Our President and Chief Operating Officer, Executive Vice President, General Counsel and Secretary and Executive Vice President and Chief Financial Officer participated in these conference calls and discussed matters on ESG and other corporate governance matters. The Chairperson of the Company’s Compensation Committee participated on calls with seven of the Company’s 15 largest institutional investors representing approximately 27% of Nexstar voting shares.

The majority of the investors commented positively on the opportunity to directly discuss with management the Company’s initiatives on ESG and other items of importance to them. Common themes expressed by the surveyed stockholders were an appreciation for the work of the Company’s executives related to capital allocation, operating performance of the Company and the returns generated for stockholders. The investors also provided positive feedback on our commitment to good governance.

Corporate Governance

Below is a summary of the recurring recommendations we received through our 2022 outreach involving ESG and our responses:

Corporate Governance

Board of Directors Leadership Structure

The Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and the best interests of the Company’s stockholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer and Board committees comprised of independent Directors. The Board of Directors believes that Mr. Sook’s service in this combined role is in the best interest of both the Company and its stockholders. Mr. Sook has a vast knowledge of television broadcasting and is seen as a leader in this industry. He understands the issues facing the Company and serving in this dual role he is able to effectively focus the Board of Director’s attention on these matters. In his combined capacity, he can speak clearly with one voice in addressing the Company’s various stakeholders such as customers, suppliers, employees and the investing public.

All of the Company’s directors, except for the Chairman, are independent. The Board of Directors has not found the need to designate one of the independent Directors as a “lead independent director” because each independent Director is fully and effectively involved in the activities and issues relevant to the Board of Directors and its committees. The independent directors do not wish to place one individual between themselves and the Chairman of the Board and Chief Executive Officer and other management as they believe this will diminish their active engagement. The independent Directors have repeatedly demonstrated the ability to exercise their fiduciary responsibilities in deliberating issues before the Board of Directors and making independent decisions. Under NASDAQ Listing Standards, our independent Directors are Messrs. Armstrong, Grossman, Pompadur, Miller, Muse, FitzSimons and McMillen and Mses. Aulestia and McNabb.

Corporate Governance

Risk Oversight

The Board of Directors plays a vital role in managing the risks facing our Company. Through the Audit Committee, the Board of Directors manages potential accounting risk through oversight of disclosure controls and controls surrounding financial reporting. Senior financial executives report to the Audit Committee at each committee meeting on significant financial and accounting matters. Through the Compensation Committee, the Board of Directors manages potential risks associated with our compensation programs by ensuring that they are not structured in a way that encourages executives to take unacceptable risks. The Board of Directors in conjunction with senior management, manages the Company’s cyber-security and data risks (including privacy and storage risks) and is involved in managing operational risk through Enterprise Risk Management via quarterly reporting from various departments and disciplines within Company management and the evaluation of potential station or other business acquisitions and significant agreements at Board of Directors meetings and in between meetings, as needed. The Board of Directors confers with our general counsel and outside legal counsel, when necessary, in overseeing legal and regulatory risks.

The Company uses computers in substantially all aspects of its business operations. Its revenues are increasingly dependent on digital products. Such use exposes the Company to potential cyber incidents resulting from deliberate attacks or unintentional events. It is not uncommon for a company such as ours to be subjected to continuous attempted cyber-attacks or other malicious efforts to cause a cyber incident. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. The changes in our work environment as a result of the COVID-19 pandemic could also impact the security of our systems, as well as our ability to protect against attacks and detect and respond to them quickly. The rapid adoption of some third-party services designed to enable the transition to a remote workforce also may introduce security risk that is not fully mitigated prior to the use of these services. We may also be subject to increased cyber-attacks, such as phishing attacks by threat actors using the attention placed on the pandemic as a method for targeting our personnel. We may face additional cyber-attacks as threat actors use supply chain or third-party attacks as a method for penetrating our computer systems. The results of these incidents could include, but are not limited to, loss of data, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, need to pay ransom, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence. The Company’s Cybersecurity Committee helps mitigate cybersecurity risks. The role of the Cybersecurity Committee is to oversee cyber risk assessments, monitor applicable key risk indicators, review cybersecurity training procedures, establish cybersecurity policies and procedures, and to invest in and implement enhancements to the Company’s cybersecurity infrastructure. Investments over the past year included enhancements to monitoring systems, firewalls, and intrusion detection systems.

Corporate Governance

Corporate Social Responsibility

We strive to make a positive impact on our stakeholders, the environment, and our communities. We recognize that behaving ethically and responsibly as a company, an employer, and a business partner is fundamental to our long-term success. We also seek to further enhance the Company’s efforts on environmental, social and governance issues in a manner that is consistent with our commitment to ensuring long-term sustainable stockholder value and delivering exceptional service to our communities.

Our Board of Directors, through its Committees, evaluates and oversees risk areas related to ESG. This includes the Company’s overall Corporate Social Responsibility reporting as well as development of policies and programs needed to achieve short-term and long-term objectives. In 2020 and 2021, the Company pursued various new and ongoing initiatives related to community involvement, human capital management, (including its launch of the Diversity & Inclusion Council and Mentorship Program), as well as efforts to reduce energy consumption.

From our founding, Nexstar’s mission has been to provide trustworthy, unbiased journalism while upholding the principles of localism and diversity. Our television stations have been, are and will remain local service businesses dedicated to enriching our communities through multiple platforms of news and entertainment, successful marketing solutions and most importantly through active engagement, sponsorship and community participation. We understand that operating a media business is, in many ways, a form of public trust, and that we must be responsible and accountable stewards of it. To that end, we have adopted policies and procedures to promote ethical practices, fairness, and transparency in the conduct of our business and to demonstrate our commitment to sound ESG principles. We are in the process of aligning our ESG efforts with the framework of the Sustainability Accounting Standards Board (SASB), a market standard for investor-focused sustainability disclosure, both for the purposes of focusing our ESG efforts and guiding our disclosure of our ESG performance.

At Nexstar, ESG is an ongoing mission. We are in the early stages of integrating ESG considerations into our media businesses and devoting the time, energy, and resources necessary to keep ESG at the forefront of our thinking. We have always and continue to firmly believe that ESG is good for business and good for Nexstar.

The components of our corporate social responsibility include the following:

Board Leadership Structure, Board Qualifications, Ethics, Risk Oversight, and Stockholder Outreach

Refer to separate sections under “CORPORATE GOVERNANCE.”

Journalistic Integrity

Nexstar prides itself in producing local and national news content that meets the highest standards of journalistic integrity. We aim to produce fact-based and unbiased content and believe that our high standards of journalistic integrity enable us to develop and maintain a trusted relationship with our audiences which keeps them engaged. 

We and the journalists we employ have received many awards acknowledging our excellence in journalism. In 2021, these awards included 2 National Murrow Awards and 47 Regional Murrow Awards (Murrow awards recognize local and national news stories that uphold the Radio Television Digital News Association (“RTDNA”) Code of Ethics, demonstrate technical expertise and exemplify the importance and impact of journalism as a service to the community), 121 local Emmy Awards and 221 State Broadcasting Awards and 100 other awards including a Gracie Award (which recognizes achievement by women), Press Club awards, various public service awards and “best of” awards. 

In addition, our national cable news network, NewsNation, was founded on the premise of creating an unbiased news network and has been recognized by media watchdog organizations for its trustworthiness and lack of bias. In January 2022, for example, AdFontes Media placed NewsNation in the middle, top portion of “The Media Bias Chart,” which indicates that NewsNation’s reporting is “Mostly Analysis or Mix of Fact Reporting and Analysis” and its bias is “Middle”. In March 2022, NewsGuard gave NewsNation a “Trust Score” of 100, the highest rating of any cable network. In March 2022, AllSides rated NewsNation’s online property as “Center” for media bias.

Corporate Governance

The Company has adopted a number of policies to help us in our mission to produce fact-based and unbiased content that adheres to the highest standards of journalistic integrity. These policies include guidelines around ensuring accuracy, news guidelines, involvement in politics, use of third-party video and requests for corrections/retractions.

Consumer Privacy

We respect our audience and customers by utilizing what we consider to be industry best practices to protect consumer privacy and personally identifiable information.

Community Involvement

We embrace the communities in which we operate and pride ourselves on our community engagement.

Corporate Governance

Human Resource Management; Workforce Diversity, Equity, and Inclusion

Our guiding principle is to foster work environments that provide personal pride through job satisfaction and a balanced life.

Corporate Governance

Corporate Governance

Employee Diversity

The table below reflects the demographics of most recent census of 12,641 total employees, including 180 management employees (vice presidents and above) as of December 31, 2021 in comparison to the national averages sourced from the 2020 United States Census Bureau population. As of December 31, 2021, approximately 41% and 26% of our employees and our management, respectively, were women; and approximately 26% and 13% of our employees and our management, respectively, were racially/ethnically diverse.

Concurrent with this filing, we have made available our 2020 EEO-1 data and will make available on our website the 2021 EEO-1 data regarding our employee composition when it is available later this spring/summer.

Employee Safety / COVID-19

We value our employees and are committed to providing a safe and healthy workplace. All employees are required to comply with our safety rules and are expected to actively contribute to making our company a safer place to work. In response to COVID-19, we implemented remote working for many of our employees. Our work locations developed and implemented their own plans for staffing during the pandemic, with a focus on reducing headcounts within our facilities to reduce the risk for those employees whose job functions could not be performed remotely, and in compliance with applicable state and local safety requirements and protocols. Currently, a majority of our workforce have returned to working in a facility under strong safety protocols. In allowing additional employees to return to our facilities, we considered and continue to consider guidance from the Centers for Disease Control, other health organizations, federal, state and local governmental authorities, and our customers, among others. We are committed to taking robust actions to help protect the health, safety and well-being of our employees, to support our suppliers and local communities, and to continue to serve our customers.

Environmental Improvements

The Company is committed to operating in an ecologically friendly manner. Nexstar is currently developing evaluation processes to more adequately track our current power consumption levels in order to thoughtfully map a plan for reducing our overall power consumption and increasing our use of sustainable power. Additionally, we regularly look for ways in which we can reduce our overall carbon footprint by becoming more efficient. Some of our current initiatives include replacing lighting and transmission equipment with more efficient equipment that consumes less power.

Corporate Governance

Code of Ethics and Anti-Corruption Policy

The Board of Directors adopted a Code of Ethics that applies to our executive officers and Directors, and persons performing similar functions. The Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, promotes full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by Nexstar, and promotes compliance with all applicable rules and regulations that apply to Nexstar and its officers and directors. The Code of Ethics was filed as an exhibit to Nexstar’s Annual Report for the year ended December 31, 2003 on Form 10-K filed with the SEC on March 31, 2004, which is incorporated by reference into Nexstar’s Annual Report for the year ended December 31, 2021 on Form 10-K filed with the SEC on February 28, 2022. In October 2017, we adopted an Anti-Corruption Policy, which supplements our Code of Ethics and provides detailed guidance to our employees on prohibited actions under anti-bribery and anti-corruption laws.

Compensation Committee Interlocks and Insider Participation

Each of Bernadette S. Aulestia, who was appointed as a member of the Board and Compensation Committee on January 27, 2021, Dennis A. Miller and Jay M. Grossman served on the Compensation Committee during 2021. Mr. Geoff Armstrong previously served on the Compensation Committee until his resignation from the Committee on January 27, 2021. During 2021, none of our Directors or executive officers serves, and we anticipate that no member of the Board of Directors or executive officers will serve, as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of the Board of Directors.

Policy on Insider Trading

In October 2017, our Board of Directors adopted an updated insider trading policy. Our insider trading policy, among other things, prohibits directors, officers and employees from trading or causing trading in the Company’s securities while in possession of material non-public information, subject to certain exceptions.

The insider trading policy prohibits directors, executive officers, employees in the accounting/finance department with a title of at least vice president, employees in the investor relations department that assist with the preparation of earnings releases, and members of the Disclosure Committee (collectively, “Covered Persons”) and their spouse and minor children, other persons living in their household and entities over which they exercises control from engaging in the following transactions: (i) the sale of any Company securities of the same class for at least six months after the purchase of such securities, (ii) short selling the Company’s securities, (iii) buying or selling puts or calls or other derivative securities on the Company’s securities, (iv) holding Company securities in margin accounts or pledging Company securities as collateral for a loan and (v) hedging or monetization transactions or similar arrangements with respect to Company securities, in each case, without prior consent of the Company’s General Counsel or Chief Financial Officer. There are no hedging transactions that are specifically permitted.

Corporate Governance

Stock Ownership Guidelines

Effective January 1, 2018, our Board of Directors adopted stock ownership guidelines for non-employee directors, Named Executive Officers and all other senior executives. Under this policy, (i) our Chief Executive Officer is required to own a sufficient amount of the Company’s common stock such that its value is 10 times his annual base salary, (ii) each of our other Named Executive Officers and other senior executives is required to own a sufficient amount of the Company’s common stock such that its value is two times of each of their annual base salary, and (iii) each of our non-employee directors is required to own a sufficient amount of the Company’s common stock such that its value is three times of each of their annual base retainer. Because share prices fluctuate over time, the covered person’s salary or retainer will be divided by the highest share price over the prior 24-month period. Performance-based and time-based restricted stock units (whether vested or unvested) are counted for purposes of meeting the ownership guidelines. Stock options (whether vested or not) are not counted in the ownership calculation. The initial evaluation of compliance will be on the later of (i) January 15, 2023 for shares owned as of December 31, 2022 or (ii) the first January after such officer or director has been an officer or director for five (5) years. Thereafter, the compliance will be evaluated once per year for shares owned as of December 31 of the preceding year. The stock ownership guidelines were established to promote a long-term perspective in managing the Company, and to help align the interests of our stockholders, executives and directors.

COMPENSATION OF DIRECTORS

Overview of Compensation and Procedures

Nexstar employees do not receive additional compensation for their services as Directors. Accordingly, Mr. Sook serves on the Board of Directors without additional compensation. In 2021, each non-employee director received compensation of $80,000 for their services as a director. Each non-employee director also received compensation of $15,000, $10,000 and $10,000 for service in the Audit, Compensation and Nominating and Corporate Governance Committee, respectively. The chairs of each of Audit, Compensation and Nominating and Corporate Governance Committee Chairperson received additional compensation of $12,500, $10,000 and $7,500, respectively. Non-employee directors do not receive payments for their attendance at Board or Committee meetings. However, we continue to reimburse our directors for business related travel expenses.

2021 DIRECTOR COMPENSATION TABLE

The following table sets forth information concerning compensation to each of our independent Directors during the year ended December 31, 2021:

The aggregate option awards outstanding and unvested stock awards for each director as of December 31, 2021 were as follows (in shares):

The above stock options are fully vested and expire ten years from the original date of grant. Stock awards, in the form of restricted stock units, vest over one and four years.

EXECUTIVE OFFICERS

The current executive officers of the Company are:

Perry A. Sook – biographical information for Mr. Sook can be found under “Directors.”

Thomas E. Carter was appointed President and Chief Operating Officer in September 2020. He joined Nexstar in the role of Executive Vice President and Chief Financial Officer in August of 2009. Mr. Carter is responsible for coordination of divisional operations, long term strategy and various corporate and administrative functions. Prior to joining Nexstar, Mr. Carter was Managing Director, Media Telecom Corporate Investment Banking at Banc of America Securities, which he joined in 1985. In this position, he acted as the senior banker responsible for delivering bank products and services including M&A, private and public equity, high-yield debt, fixed income derivatives, syndicated financial products and treasury management for selected clients across the broadcasting, cable, publishing and media industries, including Nexstar. Mr. Carter began his banking career in 1980, serving for five years in various roles in Corporate and International Banking at a predecessor to JPMorgan Chase.

Lee Ann Gliha was appointed Executive Vice President and Chief Financial Officer since August 2021. Ms. Gliha oversees all financial aspects of the Company’s business, including internal and external financial reporting, internal audit, compliance and controls, investor relations, and treasury and capital markets functions, and has a prominent role in strategic planning, business development, and mergers and acquisitions. From April 2016 to July 2021, Ms. Gliha served as a Managing Director at Jefferies LLC (“Jefferies”). Prior to joining Jefferies, Ms. Gliha worked as an investment banker at Houlihan Lokey focused on the media and out-of-home entertainment sectors from 2008 to 2016 most recently as Managing Director. Before joining Houlihan Lokey, Ms. Gliha held a variety of positions of increasing responsibility in the banking and finance industry at companies such as UBS Investment Bank and Banc of America Securities. She also previously worked at Live Nation, Inc., where she served as Executive Vice President of Corporate Finance from 2006 to 2008 and was responsible for the company’s mergers and acquisitions, financing, and investor relations functions. Ms. Gliha is a member of the Board of Directors of the National Hot Rod Association.

Andrew Alford was appointed President, Broadcasting in June 2021. He is responsible for the long-term strategy and day-to-day operations of Nexstar’s television stations. Previously, Mr. Alford had served as a Senior Vice President and Regional Manager at Nexstar since August of 2017. Prior to that, Mr. Alford was Vice President and General Manager of WFLA-TV and WTTA-TV, Tampa’s NBC and MyNet affiliates and held that position since 2014. Before moving to Tampa, he served as Vice President of Sales for Media General, Vice President and General Manager of WTEN-TV, an ABC affiliate, in Albany, NY and WXXA-TV, a Fox affiliate, under a shared services and joint sales agreement. Prior to Albany, Mr. Alford spent a total of seven years at WGCL-TV in Atlanta, most recently as Vice President and General Manager. He has also served in broadcast management roles in the Orlando, FL, Syracuse, NY and Rochester, NY markets.

Executive Officers

Sean Compton was appointed President, Networks in November 2020. He joined Nexstar Media Group, Inc. as the Executive Vice President of WGN America (now known as NewsNation), WGN Radio and Director of Content Acquisition in connection with the Company’s acquisition of Tribune Media Company in September 2019. He is responsible for the operations of NewsNation, WGN Radio, Antenna TV, Rewind TV and Nexstar programming acquisitions. Prior to joining Nexstar, Mr. Compton was President of Strategic Programming and Acquisitions for Tribune Company from 2008 to 2019 where he oversaw programming for 42 Tribune television stations and nationally distributed digital network Antenna TV. He also spent 16 years in radio at Clear Channel Radio & Premiere Radio Networks of which, he served as Vice President of programming for 10 years before joining Tribune.

Dana Zimmer was appointed President, Distribution in October 2021. Ms. Zimmer joined Nexstar in September 2019 as Executive Vice President, Chief Distribution and Strategy Officer in connection with the Company’s acquisition of Tribune Media Company. She oversees all distribution for the Company’s broadcast and television content portfolio to the cable, satellite, telco and digital media industries and network content deals with partners, Fox, CBS, NBC, ABC and CW. Prior to joining Nexstar, Ms. Zimmer was President of Distribution and Marketing for Tribune Media Company from 2013 to 2019 where she served a similar role. She was a former Executive Vice President of TV Networks Distribution for NBCUniversal from 2011 to 2013. Ms. Zimmer also served as Executive Vice President, Affiliate Sales and Marketing for Comcast Networks from 2005 through January 2011. Prior to joining Comcast, Ms. Zimmer played an integral role on the launch teams that spearheaded successful distribution efforts of YES Network and SportsNet New York. Ms. Zimmer also worked in affiliate sales for Fox Cable Networks and Discovery Communications.

Karen A. Brophy was appointed President, Digital in November 2020. Ms. Brophy is responsible for the long-term strategy and day-to-day operations of the Company’s digital operations including websites, mobile applications, programmatic sales and operations, data science, social media, sales and partnerships. Previously, she served as Senior Vice President of Nexstar Digital from February 2018 to October 2020. Before joining Nexstar in 2018, Ms. Brophy served as Senior Vice President of Strategy and Operations at Hearst Newspapers from June 2016 to December 2017 where she led key initiatives in video, audience development and business operations. Prior to that, Ms. Brophy was Vice President of Digital Product at Hearst where she led consumer product, engineering, content strategy and revenue partnerships from July 2010 to June 2016. Ms. Brophy has been a leader in the consumer product sector with prior roles at Yahoo!, Tribune, Spin Media, and the New York Times. Ms. Brophy also has extensive experience developing enterprise level digital publishing platforms for major media companies such as The Financial Times and Time Inc.

Brett Jenkins was appointed Executive Vice President and Chief Technology Officer in February 2018. Prior to that, he served as Nexstar’s Senior Vice President and Chief Technology Officer from January 2017 to January 2018. From December 2014 to January 2017, Mr. Jenkins served as Vice President and Chief Technology Officer at Media General, overseeing the company’s IT and engineering functions for both broadcast and digital businesses. Prior to Media General, he was Vice President Chief Technology Officer of LIN Media from 2011 to 2014. He also held technology positions at ION Media Networks and executive positions for Thales Broadcast & Multimedia and Thomson. Mr. Jenkins currently serves on the Board of the Advanced Television Systems Committee (ATSC), an international, non-profit organization that develops standards for digital television.

Blake Russell was appointed Executive Vice President, Station Operations in February 2018. Prior to that, he served as Nexstar’s Senior Vice President, Station Operations from November 2008 to January 2018 and has served as Nexstar’s Vice President Marketing and Operations from October 2007 to October 2008. Before that, Mr. Russell served as Vice President and General Manager at KNWA (NBC) and KFTA (FOX) stations in Ft. Smith/Fayetteville, Arkansas from January 2004 to September 2007 and as Nexstar’s Director of Marketing/Operations at KTAL (NBC) station in Shreveport, Louisiana from 2000 to 2003.

Elizabeth Ryder was appointed Executive Vice President, General Counsel and Secretary in January 2017. Prior to that, Ms. Ryder served as Nexstar’s Senior Vice President and General Counsel from November 2013 to January 2017 and served as Secretary since January 2013 and Vice President and General Counsel from May 2009 to November 2013. Prior to joining Nexstar, Ms. Ryder served as Vice President – Legal Affairs at First Broadcasting Operating, Inc. Prior to that, Ms. Ryder served as Counsel at the law firm of Drinker Biddle & Reath LLP in Washington, D.C.

Executive Officers

Gary Weitman was appointed Executive Vice President and Chief Communications Officer in September 2019 in connection with the Company’s acquisition of Tribune Media Company. He also serves as the Chief Operating Officer for the Nexstar Media Foundation. Prior to this, Mr. Weitman was a Senior Vice President, Corporate Relations at Tribune Media Company from 2008 to 2019 and was Vice President, Corporate Communications from 2000 to 2008. Prior to his work with Tribune, Mr. Weitman was Executive Director, Corporate Communications at Allied Riser Communications Corp. From 1997 through 1999, he served as Senior Vice President, Media Relations at Hill and Knowlton, Inc., in Chicago. Earlier in his career, Mr. Weitman spent 15 years in broadcast journalism, holding positions of increasing responsibility at the CBS- and FOX-owned television stations in Chicago, IL from 1982 to 1997.

BENEFICIAL OWNERSHIP OF NEXSTAR COMMON STOCK

The following table sets forth certain information regarding the beneficial ownership of Nexstar’s Common Stock as of March 31, 2022 by (i) those persons known to Nexstar to be the beneficial owners of more than five percent of the outstanding shares of Common Stock of Nexstar, (ii) each Director of Nexstar, (iii) our Named Executive Officers listed in the Summary Compensation Table and (iv) all Directors and executive officers of Nexstar as a group. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting power or investment power and also any shares that the entity or individual had the right to acquire as of May 30, 2022 (60 days after March 31, 2022) through the exercise of any stock option or other right. This information has been furnished by the persons named in the table below or in filings made with the SEC. Where the number of shares set forth below includes shares beneficially owned by spouses and minor children, the named persons disclaim any beneficial interest in the shares so included. As of March 31, 2022, there were no shares issued and outstanding of Nexstar’s Class B Common Stock, Class C Common Stock or Preferred Stock. Unless otherwise indicated, a person’s address is c/o Nexstar Media Group, Inc., 545 E. John Carpenter Freeway, Suite 700, Irving, Texas 75062. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

BENEFICIAL OWNERSHIP TABLE

Beneficial Ownership of Nexstar Common Stock

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act of 1934 requires our Directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of such equity securities of Nexstar. Executive officers, Directors and greater than ten percent beneficial owners are required to furnish Nexstar with copies of all Section 16(a) forms they file.

During 2021, one Form 4 was filed on March 26, 2021 for Charles Thomas McMillen to report common stock he sold on March 22, 2021. In addition, an amended Form 4 was filed for Blake Russell on March 26, 2021 for Form 4 filed on March 23, 2022 to correct the number of his common stock held as of that date. Based on our records and review of the copies of Section 16(a) reports furnished to us during the year ended December 31, 2021, we believe all other Section 16(a) filing requirements applicable to Nexstar’s executive officers, Directors and greater than ten percent beneficial owners were timely satisfied.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors establishes compensation policies for the Directors and executive officers of Nexstar Media Group, Inc. (the “Company”), approves employment agreements with executive officers of the Company, administers the Company’s equity incentive plans and approves grants under such equity incentive plans and makes recommendations regarding any other incentive compensation.

In performing its oversight responsibilities of the design and functioning of the Company’s executive and director compensation program, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for the year ended December 31, 2021 with the management of the Company. Based on this review and discussion, the Compensation Committee has recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the Annual Meeting of Stockholders.

COMPENSATION DISCUSSION AND ANALYSIS

2021 COMPENSATION EXECUTIVE OVERVIEW

This Compensation Discussion and Analysis describes the material elements of our executive compensation program for our principal executive officer, our two executive officers who served as principal financial officer at any time in 2021, and three other most highly compensated executive officers during 2021 (collectively, our “Named Executed Officers” or “NEOs”). This section also describes the objectives, principles and policies underlying our executive compensation program for our Named Executive Officers, the compensation decisions we have made under that program, and the factors considered in making those decisions. Our Named Executive Officers for 2021 are:

2021 and Long-Term Performance

Fiscal 2021 was a year of ongoing recovery from the business disruptions caused by the COVID-19 pandemic. Despite the continuing impact of the COVID-19 pandemic, we continued to adapt and focus on pursuing and achieving our operational objectives and building long-term value for our stockholders while also keeping our employees safe with strong protocols. During 2021, we delivered solid results across key financial performance metrics, as follows:

Compensation Discussion and Analysis

Stockholder Say on Pay Vote

At our annual meeting of stockholders in June 2021, our stockholders were asked to cast a non-binding advisory vote to approve our Named Executive Officers’ compensation for the year 2020 (“say-on-pay”). Approximately 77% of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers. Certain stockholders have provided feedback to us that the reason they were not supportive of the compensation of our Named Executive Officers was due to concerns around the structure of the Chief Executive Officer’s contract. At our annual meeting of stockholders in June 2020, our stockholders were asked to cast a non-binding advisory vote to approve our Named Executive Officers’ compensation for the year 2019 (“say-on-pay”). Approximately 81% of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers.

The continued support by our stockholders with respect to compensation of our Named Executive Officers in 2021 and 2020 was due to the stockholder outreach conducted by senior management in the first quarter of each year and actions taken by our senior management and the Compensation Committee (as discussed in more detail below). To further increase our stockholder approval percentage at the 2022 Annual Meeting, our Board of Directors and senior management carefully considered the results of the 2021 and prior years’ say-on-pay votes as well as the stockholder outreach in 2022 (discussed in more detail in section “2022 Stockholder Outreach” above) and prior years.

Actions Following Past Stockholder Votes on Named Executive Officer Compensation and Past Stockholder Outreach

Compensation Discussion and Analysis

Compensation Philosophy and Objectives

The Company’s executive compensation program has been developed to incorporate a compensation philosophy consistent with the following primary objectives:

The following chart highlights several features of our compensation practices.

Compensation Discussion and Analysis

Overview and Role of Compensation Committee

The Compensation Committee of the Board of Directors establishes compensation policies for the Directors and executive officers of Nexstar, including our Named Executive Officers. The Compensation Committee approves the employment agreements with the executive officers of Nexstar, administers Nexstar’s equity incentive plans, approves grants under such plans and makes recommendations regarding other incentive compensation provided to our Named Executive Officers and other executive officers.

The Compensation Committee has the authority to retain and obtain advice of advisors and consultants as necessary and evaluates their independence prior to selection or retention. The Compensation Committee also sets the compensation and oversees the work of advisors and consultants.

Role of Compensation Consultant in Compensation Decisions

The Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to provide advice to and assist the Compensation Committee in designing and administering the structure and mechanics of the Company’s executive compensation program. Meridian also offers guidance to the Compensation Committee on other matters related to officer and director compensation and corporate governance.

Meridian reports directly and exclusively to the Compensation Committee and does not make compensation-related decisions for the Compensation Committee or otherwise with respect to the Company, and, while the Compensation Committee generally reviews and considers information and recommendations provided by Meridian, the Compensation Committee has the final authority to make all compensation-related decisions. While Meridian generally works only with the Compensation Committee, the Compensation Committee retains the discretion to allow Meridian to work directly with management in preparing or reviewing materials for the Compensation Committee’s consideration.

During 2021, after taking into consideration the factors listed in Section IM-5605-5(d)(3)(D) of the NASDAQ Regulation Manual, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Meridian, and that Meridian is independent from management. Other than Meridian, no other compensation consultants provided services to the Compensation Committee during 2021.

Defining the Market—Benchmarking

Benchmarking review provides a foundation for ensuring that our executive compensation levels remain competitive in relation to the peer group and is generally refreshed prior to the hiring or replacement of an executive officer or when an existing officer’s employment contract is renewed or as frequently as significant changes in the peer group warrant. One of the primary objectives of the Company’s executive compensation program is to provide compensation near the median market pay level based on our benchmarking review of peer group companies, when warranted by Company results and individual contribution. We believe that such benchmarking is useful because we recognize that our compensation practices must be competitive in the media industry. By targeting Named Executive Officer compensation to the compensation practices of the Company’s peer group, the Company enhances its ability to attract and retain talented and highly qualified executives, which is fundamental to the Company’s growth and delivery of value to its stockholders. In addition, peer group information is one of the many factors we consider in assessing the reasonableness of compensation of our Named Executive Officers.

For 2021, in making compensation decisions for our Named Executive Officers, the “peer group” is comprised of the following companies:

Compensation Discussion and Analysis

Compensation Risk Considerations

The Compensation Committee has reviewed our executive and non-executive compensation programs and believes that they do not encourage excessive or unnecessary risk taking. As further explained below, we believe that any risk inherent in our compensation programs is unlikely to have a material adverse effect on us. In designing and administering our award structure, we and the Compensation Committee worked closely with its independent consultant to mitigate any risks and to minimize the creation of imprudent incentives for our executives. We do not believe that our performance-based compensation encourages unnecessary risks because the executive pay mix is sufficiently diversified over several performance metrics as well as over short- and long-term compensation.

Our compensation program includes the following features to prevent and safeguard against excessive risk taking:

We believe that our executive compensation program appropriately rewards our executive officers for sustained performance, without giving unnecessary weight to any one factor or type of compensation, and discourages excessive risk-taking. Our compensation structure is designed to encourage sustained performance over a long-term period. Based on the foregoing, the Compensation Committee has concluded that the risks arising from our compensation policies and programs are not reasonably likely to have a material adverse effect on us.

Determination of Compensation

The Compensation Committee reviewed compensation levels for our Named Executive Officers for 2021 and considered various factors, including the executive’s performance, the compensation level of competitive jobs and the financial performance of the Company. For the executive officers, other than the Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer. The Compensation Committee approves the primary components of compensation for each Named Executive Officer, including any annual cash bonus and grant of stock options or restricted stock units.

Compensation Discussion and Analysis

Key Metrics Used for Performance Measures

The Company utilizes net revenue growth, Adjusted EBITDA growth and total stockholder return versus the results of the peer group and net revenue and Adjusted EBITDA versus budget approved by the Board of Directors and other similar metrics as quantitative measures to assess performance. Net revenue represents revenue recognized, net of allowances and credits, in accordance with accounting principles generally accepted in the United States. Adjusted EBITDA is defined as net income, plus interest expense (net), loss on extinguishment of debt, income tax expense (benefit), depreciation, amortization of intangible assets and broadcast rights, (gain) loss on asset disposal, impairment charges, (income) loss from equity method investments (net), distributions from equity method investments and other expense (income), minus, reimbursement from the FCC related to station repack and broadcast rights payments. Both measures are reported by the Company in its quarterly earnings releases. For additional information on the performance on these and other measures, see discussion in the “Elements of Compensation—Annual Cash Bonuses” section following.

ELEMENTS OF COMPENSATION

The principal elements of the Company’s executive compensation consist of the following:

Base Salary

As of December 31, 2021, the annual base salary of each of the Company’s Named Executive Officers are as follows:

The annual base salary of each of the Company’s Named Executive Officers is established by their respective individual employment agreements. The purpose of the base salary is to provide each Named Executive Officer with a set amount of cash compensation that is not variable in nature and that is generally competitive with market practices. The base salary is established based on the scope of the executive’s responsibilities, taking into account competitive market compensation paid by peer group companies for similar positions. Generally, we target the executives’ base salaries near the median market pay level of our benchmarking review of peer group companies but individual officer salary levels may fall above or below median for a variety of reasons, including scope of role, experience, tenure, performance, retention concerns or other relevant factors. Under each legacy employment agreement (agreements that were executed prior to May 2020), base salaries are increased on an annual basis. As each agreement renews, there will no longer be guaranteed increases. Annual salary increases for our Named Executive Officers are generally consistent, on a percentage basis, with those received by non-executive employees. See the “Employment Agreements” section of this Proxy Statement for a discussion of the employment agreements of Named Executive Officers.

Compensation Discussion and Analysis

Annual Cash Bonuses

The performance bonus of each of our Named Executive Officers for the year 2021 are as follows:

The Compensation Committee determined the performance bonus of our Named Executive Officers based on the formulas set forth below (as applicable) and the overall Company performance. The budget amounts used in the calculations were approved by our Board of Directors in January 2021.

Historically, when determining the amount of bonus and incentive compensation to be paid to our Named Executive Officers other than the Chief Executive Officer, the Compensation Committee reviews and considers the following information:

The overall performance of the Company determines what percentage, if any, of the target bonus will be paid out. If the Company attains the annually budgeted amounts for net revenue and Adjusted EBITDA, then it is likely that 100% of the targeted bonus will be paid. However, the Chief Executive Officer may recommend an increase in the annual bonus paid to our other Named Executive Officers with the approval of the Compensation Committee. Likewise, if the Company does not achieve its performance benchmarks, then an amount less than the full bonus may be paid. Ultimately, the payment of cash bonuses is made on a discretionary basis and is determined based on an evaluation of each executive’s individual contribution to the overall performance of the Company. The Compensation Committee also considered the overall operating results and performance of the Company as well as the achievement of personal goals to determine the portion of cash bonuses that are discretionary by the Compensation Committee for all Named Executive Officers.

Compensation Discussion and Analysis

As described in detail below, the performance-based elements for each Named Executive Officer differ based on their roles and the desired focus and outcomes the Compensation Committee and management seek to reward. For example, the Chief Executive Officer’s performance-based compensation is based 25% on achieving the EBITDA target set for the combined broadcast and networks divisions, 25% on achieving the EBITDA target for the digital division, 25% for achieving overall revenue or EBITDA growth in the top 40% of the peer group and 25% at the discretion of the Compensation Committee, while the President of Broadcasting’s performance-based compensation is based almost entirely on the performance of the broadcasting division, with 25% earned based on achieving the local revenue budget, 25% on achieving the developmental revenue budget, 25% on achieving the core digital revenue budget (excluding programmatic revenue), 10% on achieving the expense budget and 15% discretionary.

Due to the achievement of our Chief Executive Officer’s and each of our other Named Executive Officer’s individual performance metrics and their favorable impact to the Company in 2021 and for future operations, the Compensation Committee determined that bonuses were warranted in the amounts set forth in the table above and in the Summary Compensation Table in the “Compensation of Named Executive Officers” in this Proxy Statement. When awarding annual bonuses, the Compensation Committee and management, as the case may be, looks to the achievement of the quantitative objectives set forth in each Named Executive Officer’s contract as well as performance against a number of qualitative objectives, including effective communication, management ability, leadership, contribution to the group, decision making, dependability/follow-through, initiative/adaptability, compliance and fiscal responsibility, human resources (including diversity, equity and inclusion) and goal achievement.  If a Named Executive Officer exceeds these objectives, a bonus in excess of the target may be approved. For 2021, each of the Named Executive Officers were paid out at 100% of their targeted bonuses, except for Mr. Alford who was paid at 102% of his targeted bonus. Mr. Alford’s compensation reflects a partial year in his role as Regional Vice President where he was paid 113% of his targeted bonus due to overachievement of financial objectives and 100% of his targeted bonus in his role as President, Broadcast, each bonus pro-rated for the portion of the year he was in each role.

Incentive for Chief Executive Officer

The bonus incentive for Mr. Sook, our Chief Executive Officer, as provided in his employment agreement, is determined based on a formula, with the majority of the incentive determined based on established financial targets. Specifically, our Chief Executive Officers’ incentive payment for the year 2021 was determined by the following formula: