Sinclair, Inc. SBGI

45% shingled-prose overlap between the two filings.

2025: 35,380 chars · 2026: 43,750 chars

• Committee Report:98% overlap (563 → 563 chars)
• Say-on-Pay proposal:8% overlap (25,000 → 25,000 chars)

• changedIn 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; Executive Vice Chairman; and former Executive Vice President and CFO Chairmanin 2025. 2024.
• newThese individuals represent our principal executive officer, our principal financial officer, and our next three most highly compensated executive officers, as well as our former Executive Vice President and CFO who retired effective October 1, 2025.
• changedWe refer to these six fivepersons throughout this proxy statement as the named executive officers.
• changedThe Board has established a Compensation Committee that is responsible for establishing and administering our namedexecutive officers’ andotherkeyemployees’compensation.
• changedThe Compensation Committee consists of three non-employee directors, all of whom meet the independence criteria established by areindependentunderthe Nasdaq listing requirements.
• newExecutive Vice President and Chief Financial Officer Transition.
• newPursuant to a previously announced CFO transition plan, on July 7, 2025, we announced that, effective such date, Lucy Rutishauser would step down as our CFO and continue as Executive Vice President to support the transition of Narinder Sahai, as the Company’s Executive Vice President and CFO.
• newEffective October 1, 2025, Ms. Rutishauser retired from employment with the Company.
• changedIn 2025, 2024,approximately 96% 93%of our stockholders that voted approved our executive compensation.
• changedAs a result, we are holding an annual stockholder advisory vote on the compensation of our named executive officers at the 2026 2025annual meeting of stockholders.
• new24
• changedDuring 2025, 2024,the Compensation Committee did not directly benchmark executive officer compensation to a specific target percentile against our peer group.
• changedFor 2025, 2024,the Compensation Committee determined that our peer group consisted of the following companies in our industry:
• changed– AMC Networks Inc.– iHeartMedia GrayTelevision,Inc.– Cumulus Media, Inc.– The New York Times Company– The iHeartMediaInc.–E.W.
• newScripps Company– Nexstar Media Group, Inc.– Entravision Communications Corp.– Paramount Skydance Corporation– Fox Corp.– Tegna Inc.– Gray Television, Inc.– USA Today Co., Inc.
• new25
• changedOur compensation program includes long-term incentive compensation, paid in the form of restricted stock, stockawards,stock-settled appreciation rights (“SARs”), restricted stock units, 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).
• changedFrom and after June 9, 2022, no additional awards were willbegranted under the Predecessor LTIP and all outstanding awards granted under the Predecessor LTIP willremain subject to the terms of the Predecessor LTIP.
• changedFor 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, unitsor 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 SARs stockappreciationrightsat 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.
• changedRestricted Class A Common Stock awards granted pursuant to the SIP typically vest over two years if the executive officer is employed by the Company.
• changedSARs granted pursuant to the SIP have a 10-year term and are typically fully vested upon grant or grant,vest over two years,orvestoverfouryears.
• newRestricted stock units granted pursuant to the SIP typically vest 100% after three years if the executive officer is employed by the Company on such date or 25% after one year and 6.25% after each following quarter if the executive officer is employed by the Company on the applicable vesting dates.
• newUnvested units immediately vest upon a change in control.
• newNo stock options have been grated since 2016.
• new26
• changedCertain executive officers are also entitled to aearn 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.
• changedBased on this criteria, in early 2025, 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. Sahai, our Executive Vice President and CFO, 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 2025 2024performance.
• changedRipley, David Smith, Sahai, Weisbord, and Jason Smith’s cash bonus opportunity was to promote the attainment of specific financial goals and reward achievement of those goals.
• changedThe Compensation Committee is responsible for administering the AIP and, in its sole discretion, will provide eligible participants, including any executive executive,officer, key employee, employeeor other Compensation Committee-designated employee of the Company or of an affiliate, the opportunity to earn specific cash bonuses for a given performance period.
• changedThe Compensation Committee, in its sole discretion, will select the eligible participants for any performance period and no anemployeewhoisaparticipant for a given performance period innowayis guaranteed or assured of being selected for participation in any subsequent performance period or periods.
• changedFurthermore, 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, Adjusted EBITDA, Unlevered Adjusted Free Cash Flow, stock price, priceand relative total stockholder return.
• changedThese 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, paidand mayalsoincludea maximum level of performance above which no additional actual award amountwill be paid.
• new27
• newThe following table sets forth certain information in regard to maximum performance-based bonus potential for our named executive officers in 2025:
• newTotal Quarterly Bonuses (including Recapture Bonus) (a)Total Annual Exceeds Bonus (b)AIP Bonus (c)Annual Bonus (d)TotalDavid D.
• newSmith$1,000,000 $500,000 $2,000,000 $— $3,500,000 Christopher S.
• newRipley1,000,000 500,000 3,200,000 — 4,700,000 Narinder K.
• newSahai (e)— — 682,740 — 682,740 Lucy A.
• newRutishauser— — — — — Robert D.
• newWeisbord1,000,000 600,000 1,600,000 — 3,200,000 Jason R.
• newSmith— — 900,000 450,000 1,350,000
• changed(a)Quarterly Quarterlybonuses were paid quarterly and earned pro rata from zero starting at 92% to 100% of quarterly targeted Adjusted EBITDA.
• changedExecutives Ripley,DavidSmith,Weisbord,andJasonSmithwere 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”).
• changedRipley,David Smith, Ripley, Weisbord,and Weisbord’s JasonSmith’sability to drive the performance of the Company.
• changed(b)Annual exceeds Annualbonuses were paid annually and were earned pro rata from zero starting at 100% to 108% of annual targeted Adjusted EBITDA.
• new(c)AIP bonuses for the first three quarterly periods were earned based on the achievement of the following performance metrics during the quarter:
• newi.Adjusted EBITDA and Unlevered Adjusted Free Cash Flow (“FCF”): 40% weighting, respectively (with linear interpolation between percentage targets)
• newAdjusted EBITDA and Unlevered Adjusted FCF (1), respectively, for Quarterly PeriodAdjusted EBITDA and Unlevered Adjusted FCF (1), respectively, Earned %110% or Greater of Target200%105% of Target150%100% of Target100%90% of Target50%Less than 90% of Target—%
• new(1)Unlevered Adjusted FCF is a non-GAAP measure that management and the Board use for certain executive compensation purposes only.
• newIt is not intended to be used by analysts or investors as a measure of the Company’s financial performance, liquidity, or valuation, and it should not be considered comparable to similarly titled measures reported by other companies.
• newUnlevered Adjusted FCF is defined as Adjusted EBITDA plus cash distributions from investments, loss from noncontrolling interests, and cash tax refunds, less income from non-controlling interests, cash taxes paid, and capital expenditures.
• newPayment in respect of full-year performance was made following completion of the fourth quarterly period and earned based on the achievement of the preceding performance metrics in section (i) above and the following performance metrics in sections (ii) and (iii) during the full-year performance period:
• newii.Absolute Stock Price Change: 10% weighting (with linear interpolation between percentage targets)
• newAbsolute Stock Price Change for the Annual PeriodAbsolute Stock Price Change Earned %+30% and more200%+25%150%+20%100%+0%50%<0%—%
• newiii.Relative Total Shareholder Return (“RTSR”): 10% weighting (with linear interpolation between percentage targets)
• newRTSR (1) Percentile Rank for the Annual PeriodRTSR Earned %75th Percentile or above200%62.5th Percentile150%50th Percentile100%25th Percentile50%Below 25th Percentile—%
• new(1)RTSR is calculated by first determining each company’s total shareholder return over the performance period.
• newTotal shareholder return represents the change in stock price over the performance period plus dividends and other distributions, divided by the beginning stock price.
• newDividends are assumed to be reinvested in shares on the ex-dividend date.
• newThe Company’s total shareholder return is compared to that of its peer companies and ranked from highest to lowest.
• newIts position in that ranking is then converted into a percentile score that reflects how it performed relative to the group (for example, outperforming most peers results in a higher percentile).
• new(d)Annual bonus was paid annually and based on incremental Adjusted EBITDA of Sinclair Ventures, LLC (“Ventures”) above its targeted Adjusted EBITDA.
• newMr. Jason Smith was eligible to receive 7.5% of the incremental Ventures Adjusted EBITDA generated over the trailing 12 months, subject to a $450,000 cap.
• new(e)Per Mr. Sahai’s employment agreement, he is eligible for an annual performance bonus of up to 200% of his then-current base salary.
• newFor 2025, this bonus was prorated based on his July 7, 2025 start date and calculated as a percentage of his $700,000 annual salary.
• changedThe following tables set tablesetsforth certain information in regard to performance-based cash bonus payments to our named executive officers for performance in 2025: thefirst,second,third,andfourthquartersof2024andfullyear2024:
• newQuarterly BonusRecapture BonusAnnual Exceeds BonusAnnualBonus1Q 20252Q 20253Q 20254Q 2025202520252025Targeted Adjusted EBITDA ($ in millions) (a)$114.7 $111.4 $113.6 $163.7 $503.4 $503.4 $81.9 (b)% of Targeted Adjusted EBITDA Achieved (a)97.3 %89.4 %83.1 %97.2 %92.3 %92.3 %Incremental Ventures Adjusted EBITDA ($ in millions)$8.1 Performance-Based Cash Bonus Payments:David D.
• newSmith$162,500 $— $— $162,500 $— $— $— Christopher S.
• newRipley162,500 — — 162,500 — — — Narinder K.
• newSahai— — — — — — — Lucy A.
• newRutishauser— — — — — — — Robert D.
• newWeisbord162,500 — — 162,500 — — — Jason R.
• newSmith— — — — — — 450,000
• newAIP Bonus1Q 20252Q 20253Q 20252025TotalTargeted Adjusted EBITDA ($ in millions) (a)$114.7 $111.4 $113.6 $503.4 % of Targeted Adjusted EBITDA Achieved (a)97.3 %89.4 %83.1 %92.3 %Targeted Adjusted EBITDA - Earned %86.3 %— %— %61.7 %Targeted Unlevered Adjusted FCF ($ in millions) (a)$90.0 $(20.0)$39.0 $202.0 % of Targeted Unlevered Adjusted FCF Achieved (a)114.9 %471.7 %177.8 %218.1 %Targeted Unlevered Adjusted FCF - Earned %200.0 %200.0 %200.0 %200.0 %Absolute Stock Price Change %(1.4)%Absolute Stock Price Change - Earned %NANANA— %RSTR Percentile25th %RTSR Change - Earned %NANANA50.0 %Performance-Based Cash Bonus Payments:David D.
• newSmith$250,000 $200,000 $200,000 $446,657 $1,096,657 Christopher S.
• newRipley400,000 320,000 320,000 714,652 1,754,652 Narinder K.
• newSahai— — — 374,366 374,366 Lucy A.
• newRutishauser— — — — — Robert D.
• newWeisbord200,000 160,000 160,000 417,326 937,326 Jason R.
• newSmith112,500 90,000 90,000 200,996 493,496

More changes truncated for legibility. Open the filings on SEC for full prose.