Sector: Communication
GRAY MEDIA INC · Meeting: May 6, 2026
Directors FOR
1
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Gray's stock has lost about 35.5% over three years while the company's disclosed peer group gained a median of 3.7%, a gap of roughly 39 percentage points — well above the 20-point threshold that triggers a vote against qualifying directors; Mr. Howell has served since 1993, so his tenure fully overlaps the underperformance period, and the 5-year TSR (down roughly 68% vs. peers down 22%) confirms this is sustained, not temporary.
Mr. Newton has served since 1991, meaning his tenure fully covers the 3-year underperformance period; the 3-year TSR gap of -39.2 percentage points versus the peer median exceeds the 20-point trigger threshold, and the 5-year TSR gap of -45.7 percentage points confirms the underperformance is not a recent anomaly.
Mr. Boger has served since 1991, fully overlapping the underperformance period; the 3-year peer-group TSR gap of -39.2 percentage points exceeds the 20-point trigger, and the 5-year gap of -45.7 percentage points confirms persistent underperformance rather than a temporary dip.
Mr. Garcia has served since 2016, well over three years, so his tenure fully covers the underperformance measurement period; the 3-year peer TSR gap of -39.2 percentage points exceeds the 20-point trigger, and the 5-year gap of -45.7 percentage points shows the underperformance is sustained.
Mr. Hare has served since 2016, fully covering the 3-year measurement window; the 3-year peer TSR gap of -39.2 percentage points exceeds the 20-point trigger, and the 5-year TSR data confirms this is not a transient shortfall.
Mrs. Howell has served since 2012, fully covering the underperformance period, triggering the TSR vote; additionally, as the spouse of CEO and Executive Chairman Hilton H. Howell, she has a direct familial relationship with the company's top executive, which is an independent basis for an against vote under the board independence policy.
Mr. LaPlatney has served since 2019, more than three years, so his tenure fully overlaps the 3-year underperformance window; the peer TSR gap of -39.2 percentage points exceeds the 20-point trigger, and the 5-year gap of -45.7 percentage points confirms the underperformance is sustained rather than a brief dip.
Mr. McTear has served since 2019, more than three years, so his tenure fully covers the underperformance measurement period; the 3-year peer TSR gap of -39.2 percentage points exceeds the 20-point trigger, and the 5-year gap of -45.7 percentage points confirms sustained underperformance.
Mr. Spainhour has served since 2021, more than three years, so his tenure fully covers the 3-year measurement window; the peer TSR gap of -39.2 percentage points exceeds the 20-point trigger, and the 5-year gap of -45.7 percentage points confirms this is not a temporary underperformance.
For Analysis
Ms. McClain joined the board in March 2022, which is less than three years before the measurement date, so she falls within the proportional assessment window; given she joined after the underperformance was already underway and her tenure covers only part of the 3-year measurement period, the TSR trigger is not applied as a mandatory against vote, and no other disqualifying factors are present.
Nine of ten director nominees receive an against vote: eight due to the sustained 3-year TSR underperformance trigger (Gray's stock fell roughly 35.5% while the disclosed peer group median rose 3.7%, a gap of 39.2 percentage points well above the 20-point policy threshold, confirmed by an even larger 5-year gap), one additionally due to a spousal relationship with the CEO, and Robin Howell on both grounds. Only Lorraine McClain, who joined the board in March 2022 and therefore covers less than three full years of the underperformance period, receives a for vote.
CEO
Hilton H. Howell, Jr.
Total Comp
$11,472,138
Prior Support
85%%
The CEO received total compensation of approximately $11.5 million, which is significantly above the expected level for a CEO at a roughly $500 million market-cap company in the communications sector — the company sits at the very low end of mid-cap and the pay package reflects a much larger company. More critically, the pay-for-performance alignment test fails: GTN's stock fell about 35.5% over three years while peers gained a median of 3.7%, yet annual incentive bonuses paid out at 143% of target and long-term performance awards paid out at 135% of target for the completed 2023 cycle — meaning executives received above-target variable pay while shareholders experienced substantial losses. The prior say-on-pay vote in 2023 received 85% support, so the prior-vote trigger does not independently apply, but the combination of high absolute pay levels and a clear disconnect between incentive payouts and shareholder returns is a sufficient basis for an against vote.
Auditor
RSM US LLP
Tenure
20 yrs
Audit Fees
$2,258,805
Non-Audit Fees
$0
RSM US LLP charged only audit fees in 2025 with zero non-audit or audit-related fees, so the non-audit fee ratio is 0% — well within the 50% threshold; tenure is approximately 20 years (since 2006), which is below the 25-year trigger; and the proxy discloses no material financial restatements, resulting in a clean for vote.
The 2026 Gray Media annual meeting presents three proposals; we vote against the executive compensation plan due to high CEO pay relative to the company's small market cap and a clear disconnect between above-target bonus payouts and deeply negative shareholder returns over three years, and vote against nine of ten director nominees primarily because the company's stock has trailed its disclosed peer group by roughly 39 percentage points over three years with no sign of recovery in the five-year window. The auditor ratification receives a for vote as RSM US LLP charged no non-audit fees in 2025 and its tenure of roughly 20 years has not yet reached the 25-year policy threshold.
13 companies disclosed in 2026 proxy filing
