| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 25, 2024, Ann C. Beemish, the Chief Financial Officer of MediaCo Holding Inc. (the “Company”), resigned as an officer of the Company, effective September 30, 2024.
On September 26, 2024, the Board of Directors (the “Board”) of the Company appointed Debra DeFelice, age 55, as the Company’s Chief Financial Officer and Treasurer. Ms. DeFelice has served as the Company’s SVP of Finance & Assistant Treasurer/EVP Radio Finance since April 2021. Prior to joining the Company, Ms. DeFelice served as corporate controller at Artisanal Brewing Ventures. Prior to joining Artisanal Brewing Ventures, Ms. DeFelice served as corporate controller at HEPACO, LLC, an environmental cleanup services company. Prior to joining HEPACO, LLC, Ms. DeFelice served as Division Controller/Director of Finance at ATI Specialty Materials, a producer of military-grade titanium, specialty steels and other metals. Ms. DeFelice holds a BS from Binghamton University and an MBA from East Carolina University. Ms. DeFelice is also a Certified Public Accountant (“CPA”).
In connection with Ms. DeFelice’s appointment, the Company entered into an offer letter with Ms. DeFelice (the “DeFelice Offer Letter”) setting forth the terms and conditions of her service as the Company’s Chief Financial officer. On September 26, 2024, the Board, based on the recommendation of the Compensation Committee of the Board (the “Committee”), approved the following actions regarding Ms. DeFelice’s compensation:
| • | a base annual salary of $450,000; |
| • | annual cash incentive compensation in a target amount of $225,000, with achievement determined based on the discretion of the Company; |
| • | a one-time, non-recurring bonus of $75,000, payable in the first quarter of 2025; |
| • | an equity grant, to be made promptly after the approval by the Company’s stockholders of a new equity incentive plan, with a value of $1,000,000, of which 50% shall vest ratably over a period of three years after the date of the grant, and 50% shall vest based on performance, as determined by the Committee in its sole discretion; and |
| • | severance arrangements providing for a severance, in the event that Ms. DeFelice is terminated by the Company without cause (as determined by the Company in its sole discretion), equal to six months of Ms. DeFelice’s base salary. |
There are no family relationships between Ms. DeFelice and any director or executive officer of the Company subject to disclosure under Item 401(d) of Regulation S-K, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On September 26, 2024, Kudjo Sogadzi, the President of the Company, resigned as an officer of the Company, effective on such date. Jacqueline Hernández, the Company’s interim Chief Executive Officer, was elected to also serve as interim President as of such date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | Exhibit | Description |
| | 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
