Not independent
Tenure on this board
33.4 yrs
Also a director at
Atlantic American Corp (AAME)
10 nominees · 3 ballot items.
Election of ten directors to the Board; advisory (non-binding) approval of the compensation of the Company’s named executive officers (say-on-pay); and ratification of RSM US LLP as the Company’s independent registered public accounting firm for 2026.
Elect ten nominees to Gray Media, Inc.’s Board of Directors to hold office until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is a non-binding advisory proposal asking shareholders to approve the Company’s overall named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and accompanying tables. Management is seeking shareholder endorsement to validate its compensation framework, which mixes base salary, an annual non-equity incentive (weighted 60% quantitative financial metrics and 40% qualitative objectives), and long-term equity or cash performance units that vest based on multi-year performance. The Compensation Committee argues that the program aligns pay with performance through metric-based annual incentives, multi-year performance vesting for long-term awards, stock ownership guidelines, clawback and anti-hedging policies, and use of an independent compensation consultant. The proposal is advisory and non-binding: the Board will consider the voting outcome but is not legally required to change compensation policies. Company-specific context includes strong 2025 operational achievements, a 143% payout on the 2025 annual incentive (reflecting above-target qualitative scores and mixed quantitative results), and recent long-term award design changes driven by share availability and competitive market considerations. The Board recommends FOR the proposal to reinforce governance practices and signal shareholder support for the Committee’s approach to retention, alignment and performance-based incentives. Investors should weigh the advisory nature of the vote, historical say-on-pay outcomes (approximately 85% support in 2023), the detailed metric choices (including Broadcast Cash Flow and revenue components), and structural safeguards (clawback, double-trigger CIC provisions) when assessing whether approval reflects effective alignment between pay and long-term shareholder value. Given the committee’s active use of a peer group, an independent consultant, and the disclosed payout outcomes and governance controls, the recommendation is presented as consistent with the company’s stated goal to incentivize management while mitigating excessive risk.
Ratify the Audit Committee’s appointment of RSM US LLP as Gray Media, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CAPITAL MANAGEMENT CORP /VA | 6.0% | 6,197,518 | $27M |
| 2 | MILLER VALUE PARTNERS, LLC | 5.2% | 5,370,100 | $23M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.9% | 5,029,760 | $22M |
| 4 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 4.2% | 4,295,148 | $19M |
| 5 | Retirement Systems of Alabama | 4.0% | 4,126,750 | $18M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 3,702,234 | $16M |
| 7 | Penn Capital Management Company, LLC | 3.5% | 3,616,210 | $16M |
| 8 | BlackRock, Inc. | 3.0% | 3,075,770 | $13M |
| 9 | BlackRock, Inc. | 2.7% | 2,780,004 | $12M |
| 10 | NEW YORK STATE COMMON RETIREMENT FUND | 2.1% | 2,115,710 | $9M |
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