XML 15 R2.htm IDEA: XBRL DOCUMENT v3.26.1
Pay vs Performance Disclosure
number in Millions
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
YearSummary Compensation Table Total for PEO (a)Compensation Actually Paid to PEO (a) (b)Average Summary Compensation Table Total for Non-PEO Named Executive Officers (a)Average Compensation Actually Paid to Non-PEO Named Executive Officers
(a) (b)
Value of Initial Fixed $100 Investment Based On:Net (Loss) Income
($ in millions)
Adjusted EBITDA
($ in millions) (d)
TSR (c)Peer Group TSR (c)
2025$10,824,228 $11,967,959 $5,058,557 $4,953,039 $63.55 $111.32 $(99)$483 
202410,547,393 11,310,973 5,104,685 5,475,219 62.00 106.24 319 876 
20237,211,320 7,620,879 5,109,585 5,133,788 46.69 119.01 (279)557 (e)
20229,637,706 7,306,572 4,933,712 4,561,798 51.76 65.05 2,701 956 (e)
202115,532,018 13,927,758 6,079,129 5,903,460 84.43 93.35 (326)793 (e)
       
Company Selected Measure Name (d)Adjusted EBITDA        
Named Executive Officers, Footnote Mr. Ripley was the PEO for all of the years ended December 31, 2025, 2024, 2023, 2022, and 2021. Non-PEO named executive officers for the year ended December 31, 2025 were David Smith, Narinder Sahai, Lucy Rutishauser, Robert Weisbord, and Jason Smith; for the year ended December 31, 2024 were David Smith, Lucy Rutishauser, Robert Weisbord, and Jason Smith; and for the years ended December 31, 2023, 2022, and 2021 were David Smith, Lucy Rutishauser, Robert Weisbord, and David Gibber.        
PEO Total Compensation Amount $ 10,824,228 $ 10,547,393 $ 7,211,320 $ 9,637,706 $ 15,532,018
PEO Actually Paid Compensation Amount $ 11,967,959 11,310,973 7,620,879 7,306,572 13,927,758
Adjustment To PEO Compensation, Footnote The following table sets forth the amounts that are deducted from, and added to, the Summary Compensation Table total compensation to calculate the CAP, as determined in accordance with SEC rules, to the PEO and average CAP, as determined in accordance with SEC rules, to the Non-PEO named executive officers for the years ended December 31, 2025, 2024, 2023, 2022, and 2021:
20252024202320222021
PEO:
Summary Compensation Table total$10,824,228 $10,547,393 $7,211,320 $9,637,706 $15,532,018 
Stock and SAR awards: (1)
Less: Stock and SAR awards (as reported on the Summary Compensation Table)(6,761,543)(7,219,861)(3,892,049)(6,170,468)(12,171,487)
Plus:
The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year8,274,286 2,425,245 1,811,984 1,687,222 4,831,800 
The change in the fair value at the end of the year compared to the prior year for all awards granted in a prior year that were outstanding and unvested at the end of the year(63,111)177,173 — (1,015,543)(576,596)
The change in the fair value at the vesting date compared to the prior year for all awards granted in a prior year that vested in the current year(305,901)43,957 652,499 23,614 182,572 
The fair value at the vesting date of all awards granted during the year that vested during the year— 5,337,066 1,837,125 3,144,041 6,129,451 
Compensation actually paid$11,967,959 $11,310,973 $7,620,879 $7,306,572 $13,927,758 
Average for non-PEO named executive officers:
Summary Compensation Table total$5,058,557 $5,104,685 $5,109,585 $4,933,712 $6,079,129 
Stock and SAR awards: (1)
Less: Stock and SAR awards (as reported on the Summary Compensation Table)(2,485,235)(2,615,651)(1,917,747)(2,527,341)(3,875,088)
Plus:
The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year907,700 1,499,877 497,685 255,233 365,199 
The change in the fair value at the end of the year compared to the prior year for all awards granted in a prior year that were outstanding and unvested at the end of the year(29,816)32,610 — (140,778)(105,714)
The change in the fair value at the vesting date compared to the prior year for all awards granted in a prior year that vested in the current year(148,213)11,089 65,708 12,507 29,088 
The fair value at the vesting date of all awards granted during the year that vested during the year1,650,046 1,442,609 1,378,557 2,028,465 3,410,846 
Compensation actually paid$4,953,039 $5,475,219 $5,133,788 $4,561,798 $5,903,460 
(1) Includes restricted stock, restricted stock units, and SARs. SARs are valued using the Black-Scholes pricing model as of the date of grant. Adjustments have been made to the assumptions used on the date of grant, including expected years to exercise, expected volatility, annual dividend yield, and risk-free interest rate, to value the SARs on each of the measurement dates.
       
Non-PEO NEO Average Total Compensation Amount $ 5,058,557 5,104,685 5,109,585 4,933,712 6,079,129
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,953,039 5,475,219 5,133,788 4,561,798 5,903,460
Adjustment to Non-PEO NEO Compensation Footnote The following table sets forth the amounts that are deducted from, and added to, the Summary Compensation Table total compensation to calculate the CAP, as determined in accordance with SEC rules, to the PEO and average CAP, as determined in accordance with SEC rules, to the Non-PEO named executive officers for the years ended December 31, 2025, 2024, 2023, 2022, and 2021:
20252024202320222021
PEO:
Summary Compensation Table total$10,824,228 $10,547,393 $7,211,320 $9,637,706 $15,532,018 
Stock and SAR awards: (1)
Less: Stock and SAR awards (as reported on the Summary Compensation Table)(6,761,543)(7,219,861)(3,892,049)(6,170,468)(12,171,487)
Plus:
The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year8,274,286 2,425,245 1,811,984 1,687,222 4,831,800 
The change in the fair value at the end of the year compared to the prior year for all awards granted in a prior year that were outstanding and unvested at the end of the year(63,111)177,173 — (1,015,543)(576,596)
The change in the fair value at the vesting date compared to the prior year for all awards granted in a prior year that vested in the current year(305,901)43,957 652,499 23,614 182,572 
The fair value at the vesting date of all awards granted during the year that vested during the year— 5,337,066 1,837,125 3,144,041 6,129,451 
Compensation actually paid$11,967,959 $11,310,973 $7,620,879 $7,306,572 $13,927,758 
Average for non-PEO named executive officers:
Summary Compensation Table total$5,058,557 $5,104,685 $5,109,585 $4,933,712 $6,079,129 
Stock and SAR awards: (1)
Less: Stock and SAR awards (as reported on the Summary Compensation Table)(2,485,235)(2,615,651)(1,917,747)(2,527,341)(3,875,088)
Plus:
The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year907,700 1,499,877 497,685 255,233 365,199 
The change in the fair value at the end of the year compared to the prior year for all awards granted in a prior year that were outstanding and unvested at the end of the year(29,816)32,610 — (140,778)(105,714)
The change in the fair value at the vesting date compared to the prior year for all awards granted in a prior year that vested in the current year(148,213)11,089 65,708 12,507 29,088 
The fair value at the vesting date of all awards granted during the year that vested during the year1,650,046 1,442,609 1,378,557 2,028,465 3,410,846 
Compensation actually paid$4,953,039 $5,475,219 $5,133,788 $4,561,798 $5,903,460 
(1) Includes restricted stock, restricted stock units, and SARs. SARs are valued using the Black-Scholes pricing model as of the date of grant. Adjustments have been made to the assumptions used on the date of grant, including expected years to exercise, expected volatility, annual dividend yield, and risk-free interest rate, to value the SARs on each of the measurement dates.
       
Compensation Actually Paid vs. Total Shareholder Return The following charts reflect the relationship between the CAP to our PEO and average CAP to our non-PEO named executive officers to our TSR (as well as a comparison of our TSR to our Peer Group TSR), our net (loss) income, and our Adjusted EBITDA for each of the years ended December 31, 2025, 2024, 2023, 2022, and 2021:
CAP vs TSR 3.16.26.jpg
       
Compensation Actually Paid vs. Net Income
CAP vs NI 3.16.26 v2.jpg
       
Compensation Actually Paid vs. Company Selected Measure
CAP vs EBITDA 3.16.26.jpg
       
Tabular List, Table As discussed in Compensation Discussion and Analysis above, the primary objectives of our compensation program are to attract and retain the best available people while efficiently utilizing available resources, to enhance the executive officers’ overall performance, to align the long-term interests of our executive officers with those of our stockholders, to improve our overall business performance, and to reward individual performance. This is accomplished through a combination of base salary, long-term incentive compensation, and cash bonus designed to be competitive with comparable employers in the broadcast and media industry. The Compensation Committee considers both the Company’s overall performance and the individual’s performance when setting compensation levels. However, there are no set guidelines or policies outlining the weight of each, as the Compensation Committee assesses each factor at its discretion. The following table presents the financial performance measures that the Company determined were the most important financial performance measures used to link CAP to the Company’s PEO and non-PEO named executive officers to Company performance for the year ended December 31, 2025:
Performance Measures
Adjusted EBITDA
Unlevered Adjusted FCF
Absolute Stock Price Change
RTSR Change
       
Total Shareholder Return Amount $ 63.55 62.00 46.69 51.76 84.43
Peer Group Total Shareholder Return Amount 111.32 106.24 119.01 65.05 93.35
Net Income (Loss) $ (99,000,000) $ 319,000,000 $ (279,000,000) $ 2,701,000,000 $ (326,000,000)
Company Selected Measure Amount 483 876 557 956 793
PEO Name (a)Mr. Ripley        
Additional 402(v) Disclosure TSR assumes that an investment of $100 was made in our Class A Common Stock and in each peer group at the beginning of each period for which a return is indicated and that all dividends were reinvested and is measured by dividing total dividends (assuming dividend reinvestment) plus share price change between the beginning and end of the measurement period by the share price at the beginning of the measurement period. The Peer Group is defined as the peer group as set by the Compensation Committee. For a list of companies included in the 2025 Peer Group (the “2025 Peer Group”), see Compensation Discussion and Analysis - Compensation Process above; for a list of companies included in the 2024 and 2023 Peer Group (the “2024 Peer Group”), see Compensation Discussion and Analysis - Compensation Process in the Company’s 2024 proxy statement on Schedule 14A filed with the SEC on April 25, 2025; and for a list of companies included in the 2022 and 2021 Peer Group (the “2022 Peer Group”), see Compensation Discussion and Analysis - Compensation Process, in the Company’s 2022 proxy statement on Schedule 14A filed with the SEC on April 5, 2023. The TSR as of December 31, 2025 of the 2025 Peer Group and the 2024 Peer Group was $111.32 and $154.36, respectively.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description Adjusted EBITDA is a non-GAAP measure that management and the Board use to evaluate the Company’s operating performance and for certain executive compensation purposes. Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization, and non-recurring and unusual transaction, implementation, legal, regulatory and other costs, as well as certain non-cash items such as stock-based compensation expense and other gains and losses less amortization of program costs.
(e)Adjusted EBITDA for the years ended December 31, 2023, 2022, and 2021 has been reclassified to conform with a definitional change due to a routine SEC comment process.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Unlevered Adjusted FCF        
Measure:: 3          
Pay vs Performance Disclosure          
Name Absolute Stock Price Change        
Measure:: 4          
Pay vs Performance Disclosure          
Name RTSR Change        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (6,761,543) $ (7,219,861) $ (3,892,049) $ (6,170,468) $ (12,171,487)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,274,286 2,425,245 1,811,984 1,687,222 4,831,800
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (63,111) 177,173 0 (1,015,543) (576,596)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 5,337,066 1,837,125 3,144,041 6,129,451
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (305,901) 43,957 652,499 23,614 182,572
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,485,235) (2,615,651) (1,917,747) (2,527,341) (3,875,088)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 907,700 1,499,877 497,685 255,233 365,199
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (29,816) 32,610 0 (140,778) (105,714)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,650,046 1,442,609 1,378,557 2,028,465 3,410,846
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (148,213) $ 11,089 $ 65,708 $ 12,507 $ 29,088