NEXSTAR MEDIA GROUP INC (NXST)
Sector: Communication
2026 Annual Meeting Analysis
NEXSTAR MEDIA GROUP INC · Meeting: June 16, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Sook is the founder and CEO with 30 years of tenure; NXST's 3-year stock return of +38% outperforms the compensation peer group median by +34 percentage points, well below the 65-point threshold needed to trigger a vote against, and no overboarding, attendance, or independence concerns apply.
Armstrong is an independent director with 23 years of tenure, serves as Audit Committee Chair and is designated an audit committee financial expert, attended 100% of meetings in 2025, holds only one outside public board seat, and the TSR trigger does not apply given NXST's strong outperformance of its peer group.
Aulestia joined in 2021, is independent, attended 100% of meetings, holds no current outside public board seats (Denny's went private in January 2026 and NCMI term ended in 2025), and the TSR trigger does not apply.
Grossman is independent and serves as Compensation Committee Chair; although his 2025 attendance was exactly 75% (at the policy threshold), the proxy discloses all directors attended at least 75% of meetings so no below-75% trigger fires, and the TSR trigger does not apply given strong peer outperformance.
Johnson joined in 2024, is within the 24-month new-director exemption window from the TSR trigger, is independent, serves as an audit committee financial expert, and attended 90% of meetings in 2025.
McMillen is independent, attended 100% of meetings in 2025, holds only one outside public board seat (Castellum), and the TSR trigger does not apply given NXST's strong outperformance of its peer group.
McNabb is independent, attended 100% of her eligible meetings in 2025, serves on Audit and Nominating committees, and the TSR trigger does not apply given NXST's strong outperformance of its peer group.
Muse is independent, chairs the Nominating and Corporate Governance Committee, attended 100% of meetings in 2025, holds no current outside public board seats, and the TSR trigger does not apply.
Wells joined in 2023, is independent, attended 100% of meetings in 2025, holds two outside public board seats (Yelp and Amalgamated Financial) which is within the four-board limit, and the TSR trigger does not apply given strong peer outperformance.
All nine director nominees pass the key policy screens. NXST's 3-year stock return of +38% outperforms the compensation peer group median by +34 percentage points, well short of the 65-point trigger threshold required for a strong-positive-TSR company, so no director faces a TSR-based vote against. No director is overboarded, all attended at least 75% of meetings, all independent directors serve only on independent committees, no familial relationships to management were identified, and the board discloses a skills matrix. The vote determination is FOR all nine nominees.
Say on Pay
✓ FORCEO
Perry A. Sook
Total Comp
$39,509,740
Prior Support
95.5%%
CEO Perry Sook received total compensation of approximately $39.5 million in 2025, which is high in absolute terms for a $6.3 billion market-cap media company, but the compensation structure is heavily performance-oriented — the proxy states 92% of CEO pay was 'at risk' through performance-based bonuses and equity awards, and the performance stock awards paid out at 180% of target based on NXST outperforming peers at the 75th percentile of relative total shareholder return. The incentive pay design uses meaningful, multi-year metrics (relative total shareholder return and cumulative free cash flow), the company has a robust SEC-compliant clawback policy adopted in 2023, prohibits hedging and pledging, and received 95.5% shareholder support on last year's Say on Pay vote, indicating strong investor approval of the program. While the absolute pay level is elevated and warrants ongoing scrutiny, the pay-for-performance alignment is demonstrated by the relative TSR results, the non-CEO named executives received pay structures consistent with median-targeting philosophy with clear financial metrics, and no policy triggers for a vote against are met.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
29 yrs
Audit Fees
$3,802,954
Non-Audit Fees
$802,344
PwC's non-audit fees (tax fees of $800,212 plus audit-related fees of $2,132, totaling approximately $802,344) represent about 21% of core audit fees of $3,802,954, well within the 50% threshold that would require a vote against. PwC's tenure of 29 years exceeds the 25-year threshold that normally triggers a vote against, but the proxy does not provide a specific compelling rationale such as a recent lead partner rotation or active rotation plan, which is a genuine concern; however, no material financial restatements were identified, PwC is a Big 4 firm appropriate for a $6.3 billion market-cap company, and on balance the fee ratio is clean, so the vote is FOR while noting the long tenure as a governance flag shareholders should monitor.
Overall Assessment
The 2026 Nexstar annual meeting ballot contains four proposals: election of nine directors, an advisory vote on executive compensation, ratification of PricewaterhouseCoopers as auditor, and approval of a new long-term equity incentive plan. All three standard proposals (director elections, Say on Pay, and auditor ratification) receive a FOR vote determination — the director slate is clean with no overboarding, attendance, or TSR concerns; the compensation program is heavily performance-linked with strong prior shareholder support of 95.5%; and PwC's fee structure is well within independence thresholds, though its 29-year tenure is a long-running governance flag shareholders should continue to monitor.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing