With its shares trading on the OTC Pink sheet at just under 8 cents apiece and awaiting a reverse stock split, Audacy Inc. has revealed to the Securities and Exchange Commission that it has entered into a retention letter agreement with each of its named executive officers.
What does this mean? Instead of annual bonuses, the fiscally challenged audio content creation and distribution company will be giving cash-based retention bonus awards of varying amounts to the top C-Suite and market-level leaders at Audacy.
The retention letter agreement was finalized on June 19, and Audacy says the “Retention Awards” were unanimously approved by its Compensation Committee.
Payment was made on Friday (6/23), with CEO David Field earning $1 million.
Audacy Inc. EVP of Strategic Initiatives and Chief Financial Officer Rich Schmaeling pocketed $850,000, while EVP/General Counsel and Secretary Andrew Sutor IV saw a $600,000 retention award payment.
Additionally, EVP/COO Susan Larkin enjoyed a $500,000 retention award, while President of Podcast and Streaming and Chief Digital Officer J.D. Crowley received a $250,000 payment.
As Audacy explained in the SEC filing, the retention awards are subject to the executive’s obligation to repay the net after-tax amount in the event that the executive retires, resigns or otherwise voluntarily terminates employment without good reason or is terminated by Audacy for cause prior to the 12-month anniversary of the payment date.
While that clause could technically negate the award for any of the five top Audacy leaders, it is highly unlikely.
And, Audacy confirmed, the retention awards “are intended to be in lieu of an annual bonus with respect to 2023.”
While the leading five Audacy executives are pocketing hundreds of thousands of dollars, the company also adopted a retention bonus program covering certain members of the company’s senior management team.
Without providing details, Audacy said it includes Market Managers, Regional Presidents, and members of the corporate team who are Executive Vice Presidents or higher within the organization.
“These bonuses are subject to the recipient’s obligation to repay the net after-tax bonus in the event that the recipient retires, resigns or otherwise voluntarily terminates employment without good reason or is terminated by the company for cause prior to June 16, 2024,” Audacy said, putting the same terms on these payments as to those in the C-Suite.
The retention “KERP Bonus” offer was revoked and can no longer be accepted if a letter sent to recipients was not signed by 5pm Eastern last Thursday (6/22). The letter was distributed on June 19.
