Form 4: Nexstar Media Group Executive Rachel Morgan Awarded Restricted Stock Units

Rachel Morgan, EVP General Counsel at Nexstar Media Group, was granted restricted stock units (RSUs) and performance-based stock units (PSUs) on March 24, 2025.

Summary

• On March 24, 2025, Rachel Morgan, the EVP General Counsel of Nexstar Media Group, received an award of restricted stock units (RSUs) and performance-based stock units (PSUs).
• A total of 2,250 time-based RSUs were granted, vesting in equal installments of 750 units on each anniversary date of the award through March 24, 2028.
• Additionally, 2,250 target PSUs were awarded, vesting in installments on March 24, 2026 (563 units), March 24, 2027 (562 units), and March 24, 2028 (1,125 units), contingent upon the achievement of pre-established company performance metrics.
• The actual number of shares of Nexstar's Common Stock that may be earned from the PSUs can range from 0% to 150% of the target number, depending on performance.
• Unvested RSUs and PSUs will be forfeited if the awardee's employment terminates for any reason other than a company change of control.

Sentiment

Score: 6

Explanation: The document is a routine disclosure of executive compensation. It is neutral in tone and does not contain any information that would significantly impact investor sentiment positively or negatively.

Positives

• The grant of RSUs and PSUs aligns Rachel Morgan's interests with those of Nexstar Media Group's shareholders.
• The vesting schedule of the RSUs encourages continued service with the company.
• The performance-based vesting of the PSUs incentivizes the achievement of company performance goals.

Risks

• The value of the RSUs and PSUs is subject to the market price of Nexstar's common stock.
• The actual number of shares earned from the PSUs may be less than the target number if company performance goals are not met.
• Termination of employment (excluding a change of control) results in forfeiture of unvested RSUs and PSUs.

Future Outlook

The document outlines future vesting dates for the granted RSUs and PSUs, contingent on continued employment and, in the case of PSUs, the achievement of company performance metrics.

Industry Context

Executive compensation packages including stock-based awards are common in the media industry to incentivize performance and retain key personnel. These awards align executive interests with shareholder value.

Comparison to Industry Standards

• Stock-based compensation is a standard practice among publicly traded media companies such as Fox Corporation, Paramount Global, and Warner Bros. Discovery.
• The vesting schedules and performance metrics associated with these awards are typically designed to align executive compensation with company performance and shareholder returns.
• The specific terms of the RSU and PSU grants, such as the vesting schedule and performance metrics, would need to be compared to those of similar companies to assess their competitiveness.

Stakeholder Impact

• Shareholders: The grant of RSUs and PSUs aligns executive interests with shareholder value.
• Employees: The compensation structure may influence employee morale and retention.
• Executive: The executive is incentivized to improve company performance to maximize the value of the PSUs.

Key Dates

Keywords

Nexstar Media Group, Rachel Morgan, Restricted Stock Units, Performance Stock Units, RSU, PSU, Executive Compensation, Form 4, Vesting