ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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New Employment Agreement with Evan D. Masyr
On January 2, 2020, Salem Communications Holding Corporation (HoldCo), a wholly-owned subsidiary of Salem Media Group, Inc.
(the Company), and Evan D. Masyr entered into a new employment agreement pursuant to which Mr. Masyr will serve as the Companys Executive Vice President and Chief Financial Officer. The Compensation Committee (the
Committee) of the Board of Directors of the Company also approved the terms of Mr. Masyrs new agreement.
Mr. Masyrs current employment agreement with HoldCo is an at-will agreement,
but the compensation schedule applicable to Mr. Masyr expired on December 31, 2019. Mr. Masyrs new employment agreement is also an at-will agreement that became effective as of
January 1, 2020 and supersedes and replaces the employment agreement entered into by HoldCo and Mr. Masyr as of January 1, 2017.
The employment agreement provides that, for as long as he remains employed by HoldCo, Mr. Masyr will receive a base salary (Base
Salary) as follows: (a) at an annual rate of $435,700 effective as of January 1, 2020, (b) at an annual rate of $444,400 effective as of January 1, 2021, and (c) at an annual rate of $453,300 effective as of January 1,
2022 and continuing through December 31, 2022.
In addition to his Base Salary, Mr. Masyr received options to purchase 50,000
shares of Class A common stock that will vest over five years. He will also be eligible for an annual merit bonus in an amount to be determined at the discretion of the Companys Board of Directors.
If Mr. Masyrs employment is terminated without Cause (as defined in the employment agreement), HoldCo will pay
Mr. Masyr as severance an amount equal to his then Base Salary for six (6) months, less standard withholdings for tax and social security purposes.
Mr. Masyrs employment agreement is filed herewith as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.
New Employment Agreement with David Santrella
On January 2, 2020, Salem Communications Holding Corporation (HoldCo), a wholly-owned subsidiary of Salem Media Group, Inc.
(the Company), and David Santrella entered into a new employment agreement pursuant to which Mr. Santrella will serve as the Companys President, Broadcast Media. The Compensation Committee (the Committee) of the
Board of Directors of the Company also approved the terms of Mr. Santrellas new agreement.
Mr. Santrellas current
employment agreement with HoldCo is an at-will agreement, but the compensation schedule applicable to Mr. Santrella expired on December 31, 2019. Mr. Santrellas new employment
agreement is also an at-will agreement that became effective as of January 1, 2020 and supersedes and replaces the employment agreement entered into by HoldCo and Mr. Santrella as of
January 1, 2017.
The employment agreement provides that, for as long as he remains employed by HoldCo, Mr. Santrella will
receive a base salary (Base Salary) as follows: (a) at an annual rate of $530,600 effective as of January 1, 2020, (b) at an annual rate of $541,200 effective as of January 1, 2021, and (c) at an annual rate of
$552,000 effective as of January 1, 2022 and continuing through December 31, 2022.