E.W. Scripps Co. Files DEF 14A with Executive Compensation Details

Ticker: SSP · Form: DEF 14A · Filed: Mar 22, 2024 · CIK: 832428

E.W. Scripps Co DEF 14A Filing Summary
FieldDetail
CompanyE.W. Scripps Co (SSP)
Form TypeDEF 14A
Filed DateMar 22, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.01, $9,500, $600 million, $300 million, $13
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Executive Compensation, Stock Awards, E.W. Scripps, SSP

TL;DR

<b>E.W. Scripps Co. files DEF 14A detailing executive compensation and stock award valuations for fiscal years 2020-2023.</b>

AI Summary

E.W. SCRIPPS Co (SSP) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. Filing is a DEF 14A for E.W. Scripps Co. (SSP) filed on 2024-03-22. The filing pertains to executive compensation and stock awards for PEO and Non-PEO members. Details include year-end fair value of stock awards, changes in fair value, and dividends paid on stock awards. Specific fiscal years covered for compensation data range from 2020 to 2023. The company is incorporated in Ohio with its principal business address in Cincinnati.

Why It Matters

For investors and stakeholders tracking E.W. SCRIPPS Co, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation structures, including stock awards and their valuations, which can influence investor decisions. Understanding the details of stock awards, performance conditions, and changes in fair value helps assess management's alignment with shareholder interests and the company's long-term strategy.

Risk Assessment

Risk Level: low — E.W. SCRIPPS Co shows low risk based on this filing. The filing is a standard DEF 14A, providing disclosure on executive compensation rather than announcing significant financial events or strategic shifts, thus posing a low immediate risk.

Analyst Insight

Review the specific stock award details and performance metrics to understand executive incentives and potential future share price impact.

Key Numbers

  • 2020-2023 — Fiscal Years Covered (Executive compensation data)
  • 1231 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

  • E.W. Scripps Co. (company) — Filer
  • SSP (company) — Ticker Symbol
  • DEF 14A (regulator) — Filing Type
  • 2024-03-22 (date) — Filing Date
  • OH (location) — State of Incorporation
  • Cincinnati (location) — Business Address City
  • 5139773000 (phone) — Business Phone

FAQ

When did E.W. SCRIPPS Co file this DEF 14A?

E.W. SCRIPPS Co filed this Proxy Statement (DEF 14A) with the SEC on March 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by E.W. SCRIPPS Co (SSP).

Where can I read the original DEF 14A filing from E.W. SCRIPPS Co?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by E.W. SCRIPPS Co.

What are the key takeaways from E.W. SCRIPPS Co's DEF 14A?

E.W. SCRIPPS Co filed this DEF 14A on March 22, 2024. Key takeaways: Filing is a DEF 14A for E.W. Scripps Co. (SSP) filed on 2024-03-22.. The filing pertains to executive compensation and stock awards for PEO and Non-PEO members.. Details include year-end fair value of stock awards, changes in fair value, and dividends paid on stock awards..

Is E.W. SCRIPPS Co a risky investment based on this filing?

Based on this DEF 14A, E.W. SCRIPPS Co presents a relatively low-risk profile. The filing is a standard DEF 14A, providing disclosure on executive compensation rather than announcing significant financial events or strategic shifts, thus posing a low immediate risk.

What should investors do after reading E.W. SCRIPPS Co's DEF 14A?

Review the specific stock award details and performance metrics to understand executive incentives and potential future share price impact. The overall sentiment from this filing is neutral.

How does E.W. SCRIPPS Co compare to its industry peers?

E.W. Scripps Co. operates in the Television Broadcasting Stations industry.

Are there regulatory concerns for E.W. SCRIPPS Co?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information on executive compensation.

Industry Context

E.W. Scripps Co. operates in the Television Broadcasting Stations industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information on executive compensation.

What Investors Should Do

  1. Analyze the specific stock award grants and vesting schedules for key executives.
  2. Compare the year-over-year changes in stock award valuations.
  3. Review any disclosed performance conditions tied to stock awards.

Key Dates

  • 2024-03-22: Filing Date — Submission of DEF 14A

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for executive compensation and does not represent a change from previous filings of the same type.

Filing Stats: 4,601 words · 18 min read · ~15 pages · Grade level 10.4 · Accepted 2024-03-22 12:29:22

Key Financial Figures

  • $0.01 — nding 73,305,240 Class A Common Shares, $0.01 par value per share ("Class A Common Sh
  • $9,500 — Solutions, Inc. at an estimated cost of $9,500 to assist the Company in the solicitati
  • $600 million — Networks, on January 7, 2021, we issued $600 million of Series A Preferred Shares to Columbi
  • $300 million — granted Columbia a warrant to purchase $300 million of our Class A Common Shares at $13 per
  • $13 — million of our Class A Common Shares at $13 per share, or a total

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION INTERNET AVAILABILITY OF PROXY MATERIALS 4 2023 Summary Compensation Table 53 VOTING PROCEDURES 4 2023 Grants of Plan-Based Awards 55 SOLICITATION OF PROXIES 5 2023 Outstanding Equity Awards at Fiscal Year-End 56 PROPOSAL 1 – ELECTION OF DIRECTORS 6 2023 Stock Vested 58 REPORT ON THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS 7 2023 Pension Benefits 58 Description of Retirement Plans 58 BOARD DIVERSITY MATRIX 12 2023 Nonqualified Deferred Compensation 60 REPORT ON THE SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 13 Description of Nonqualified Deferred Compensation Plan 60 REPORT ON THE SECURITY OWNERSHIP OF MANAGEMENT 15 Potential Payments Upon Termination or Change in Control 61 PROHIBITION OF HEDGING AND PLEDGING 16 REPORT ON THE BOARD OF DIRECTORS AND ITS COMMITTEES 17 Summary of Various Plans and Arrangements 63 CEO Pay Ratio 65 SUSTAINABILITY AT SCRIPPS 19 Pay Versus Performance 66 CORPORATE GOVERNANCE 34 2023 Director Compensation 70 AUDIT COMMITTEE MATTERS 38 Description of Director Compensation Program 71 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 39 Cash Compensation 71 Equity Compensation 71 COMPENSATION & TALENT MANAGEMENT COMMITTEE REPORT 40 Other Benefits 72 1997 Deferred Compensation Plan and Stock Plan for Directors 72 COMPENSATION DISCUSSION AND ANALYSIS 41 Executive Summary 42 COMPENSATION & TALENT MANAGEMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Objectives of our Compensation Program 42 73 2023 Compensation Highlights 42 RELATED PARTY TRANSACTIONS 73 Shareholder Engagement and Enhancements to Compensation Program 44 PROPOSAL 2 – TO RATIFY DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 75 Our Compensation Policies and Practices 44 Core Compensation Elements 45 PROPOSAL 3 – ADVISOR

: Gender Identity

Part I: Gender Identity Directors 4 7 0 0

: Demographic Background

Part II: Demographic Background African American or Black 0 1 0 0 White 3 5 0 0 Hispanic or Latin 1 1 0 0 LGBTQ+ 1 As additional information, our board diversity matrix with our current director nominees, should they be elected, would reflect as follows: Board Diversity Matrix (as of 05/06/2024) Total Number of Directors 11 Female Male Non-Binary Did Not Disclose Gender

: Gender Identity

Part I: Gender Identity Directors 3 8 0 0

: Demographic Background

Part II: Demographic Background African American or Black 0 1 0 0 Asian 0 1 0 0 White 2 5 0 0 Hispanic or Latin 1 1 0 0 LGBTQ+ 1 Board Diversity The Board values diversity and strives to bring together board members with diverse skill sets and backgrounds. Board Refreshment We believe the Company benefits when there is a mix of experienced directors with a deep understanding of our businesses and others who bring a fresh perspective. The Board remains committed to Board refreshment and to seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences. Our average Board tenure is 6.4 years, and we believe there is a balanced mix of experience within that average. We have 6 new directors who have been elected since 2018. 12 Report on the Security Ownershi p of Certain Beneficial Owners The following table sets forth certain information with respect to persons known to management to be the beneficial owners, as of January 31, 2024, unless indicated otherwise in the footnotes below, of more than 5 percent of the Company's outstanding Class A Common Shares or Common Voting Shares. Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares shown therein as being beneficially owned by them. The percentages shown in the table are based on 72,883,609 Class A Common Shares and 11,932,722 Common Voting Shares outstanding as of January 31, 2024, unless indicated otherwise in the footnotes below. Name and Address of Beneficial Owner Class A Common Shares Percent of Class Common Voting Shares Percent of Class Signatories to Scripps Family Agreement (1) 11,010,940 15.1% 11,130,723 93.3% Tracy Tunney Ward Miramar Services, Inc. 250 Grandview Ave., Suite 400 Ft. Mitchell, KY 41017 Columbia Insurance Company (2) 23,076,923 31.7% — — 1314 Douglas Street Omaha, NE

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