Amendment to Executive Employment Agreement between Sean Compton and Nexstar Media Inc.
This amendment updates the employment agreement between Sean Compton and Nexstar Media Inc., effective May 2, 2025. It changes the company’s name in the agreement, removes a specific paragraph, and revises the annual bonus structure. The new bonus can be up to 100% of Mr. Compton’s base salary, with 30% based on company financial performance and 70% at management’s discretion. The amendment is governed by Delaware law and confirms that the amended agreement is the full understanding between the parties.
EXHIBIT 10.1
That certain Amended and Restated Executive Employment Agreement dated September 19, 2023 (“Agreement”), by and between Sean Compton, (“Employee”) and Nexstar Media Group, Inc. or its predecessors (the “Company”) is hereby amended effective May 2, 2025 as follows:
All other references to Paragraph 3(c) in the Agreement are deleted in their entirety.
“(b) Discretionary Bonus. After the end of each Company fiscal year during the term of this Agreement, Executive will be eligible to receive a discretionary annual bonus (the “Bonus”), in an amount, if any, up to one hundred percent (100%) of Executive’s annual base salary in effect at the end of that fiscal year (or in excess of such amount as the CEO and/or COO, with the approval of the Compensation Committee of the Company’s board of directors (the “Compensation Committee”), may determine is appropriate), pro-rated for any partial fiscal year during which Executive is employed by the Company pursuant to this Agreement, to be determined by the CEO and/or COO, with the approval of the Compensation Committee. Beginning in FY2025 (to be paid in Q1 2026), Executive’s annual bonus will be based on the following criteria:
Adjusted EBITDA and Net Revenue targets are those budget metrics set forth in the annual budget approved by the Board of Directors in Q1 of each fiscal year. The CEO and Compensation Committee of the Board, in their discretion, may consider adjustments to Adjusted EBITDA and/or Net Revenue for non-standard, non-recurring items, including but not limited to, restructuring costs, acquisition and divestiture impacts, unusual material tax items, changes in accounting principles and guidance, and other non-recurring items.
1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
/s/ Sean Compton |
|
Sean Compton |
|
Executive |
ACCEPTED AND AGREED:
NEXSTAR MEDIA INC.
/s/ Michael Biard |
|
Michael Biard |
|
President & Chief Operating Officer |
2