In response to shareholder input received during our outreach process, we intend to grant a substantial
percentage of the value of our 2020 long-term incentives (over 50% in the case of our CEO) in the form of performance-based awards tied to objective, multi-year performance objectives.
Other Compensation. Our Committee has provided for a number of additional elements of benefit based compensation. These components are designed
to accomplish a variety of objectives including: (i) maximizing the full benefit under applicable tax regulations (e.g., our 401(k) plan); (ii) providing for the health and welfare of our executives and their families (e.g., our medical,
disability and life insurance plans); (iii) conveying a level of security in the context of any possible change of control (e.g., our general severance policy as well as specific severance and change of control agreements); and (iv) providing
executives with an appropriate level of perquisites (e.g., our car allowance policy).
401(k) Plan. We maintain a 401(k) Plan which is generally
available to all of our full-time employees. Executive officer participation in this plan is on the same basis as our other employees. All of our Named Executive Officers participate in our 401(k) Plan.
Deferred Compensation Plans. We maintain deferred compensation plans for our corporate and station management employees as well as our non-employee directors. Under each plan, participants are permitted to defer a portion of their compensation for specific time periods. Our obligations under such plans are unsecured. Effective January 1, 2018,
further contributions under these plans have been frozen beginning with any contribution elections covering the 2018 year.
Employee Benefit Plans.
We have a number of benefit plans available to all of our full-time employees. These benefits include Medical Insurance, Dental Insurance, voluntary Short-Term Disability Insurance, Long-Term Disability Insurance, Life Insurance and Accidental Death
and Dismemberment Insurance, a MEDEX Travel Assist Program and Vision Insurance.
Employee Stock Purchase Plan. In order to promote alignment with
shareholder value creation, we maintain an Employee Stock Purchase Plan pursuant to which participating employees can purchase up to $25,000 of our Class A common stock per year at a discount of up to 15%. Purchases are made four times per year
and are funded through payroll deductions.
Severance and
Change-of-Control Benefits. We have a severance policy, which is applicable to all of our employees. Under this policy, full-time employees are eligible for up to
fifteen weeks of severance (subject to certain requirements). Our employment agreements with each of our Named Executive Officers govern severance for those officers. In addition, Mr. Fields employment agreement contains certain
provisions that are effective upon a change of control. Mr. Field waived these provisions for purposes of the CBS Radio merger. The applicable severance and change of control provisions for each such officer are described below.
Personal Usage of Jet Card. We participate in a limited jet card program. We permit our Chairman, CEO/President, Chairman Emeritus and other executive
officers approved by our CEO/President to use our jet card for personal use, subject to the terms of our Aircraft Usage Policy. Under this policy, our executives must reimburse us for all usage and other incremental charges relating to any such
flight(s). While this personal usage is by definition a perquisite, as it is not generally available to all of our employees, there is no associated dollar value of compensation since the executives reimburse us for the entire cost for each personal
flight.
Car Allowance. Each of our Named Executive Officers, other than Robert Philips and Andrew P. Sutor, is provided with either a car
allowance or use of a company-owned vehicle.
NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS AND SEVERANCE
David J. Field, Chairman, President and Chief Executive Officer. Our Principal Executive Officer is David J. Field. Mr. Field
serves as our President and Chief Executive Officer pursuant to an employment agreement dated April 22, 2016, as amended on November 16, 2017, and October 11, 2018. This agreement has an initial term of four years with automatic one
year extensions following the initial term unless either party provides prior notice of non-extension. Mr. Fields agreement provides for: (i) an annual base salary and (ii) an annual cash
performance-based bonus target of 200% of his annual base salary. Mr. Fields salary for 2019 was $1,236,000. In addition, Mr. Field receives certain other benefits as provided from time to time to our senior executive officers as
described above.
Termination / Severance Compensation. Mr. Fields employment agreement may be terminated by either party. In the event
that Mr. Field is terminated by us without cause (as defined in the agreement) or he resigns for good reason (as defined in his agreement) prior to the execution of a binding agreement which would result in a change in control (as defined in
his agreement),
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