Saga CEO Stock Passes On as Lada’s Compensation Plan Is Shared

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As of the date of his passing on August 19, Ed Christian held approximately 65% of the combined voting power of Saga Communications’ Common Stock, based on Class B Common Stock generally being entitled to 10 votes per share.


As a result, Christian was generally able to control the vote on most matters submitted to the vote of stockholders and, therefore, was able to direct nearly all Saga management and policies.

With Christian’s passing, here’s what is transpiring with respect to his Saga shares.

Additionally, Saga shared with the SEC its compensation plan for its interim CEO, Warren Lada.

Christian’s passing has, as expected, resulted in the transfer of his Class B shares into an estate planning trust.

This will see the automatic conversion of each Class B Share he held into one fully paid and non-assessable Class A Share.

What does this mean? Upon the settling of Christian’s estate, The Edward K. Christian Trust will be the owner of 965,149 shares of Class A Common Stock, reflecting approximately 15.95% of Saga’s outstanding common stock when accounting for the conversion of Class B shares to Class A Shares.

Serving as co-trustees are Judith Christian, the wife of Ed Christian; and Christian’s nephew, Michael Dallaire.

Ed Christian had the ability to affect nearly all Saga votes except the election of the two Class A directors, and matters where the shares of Saga’s Class B common stock were only entitled to one vote per share.

LADA’S PAYMENT PLAN

With the appointment of Lada as Saga’s interim President/CEO on August 21, a letter agreement was entered into that outlines his compensation for taking on the role.

Warren Lada
Warren Lada

First, Lada will be paid an annualized base salary of $750,000.

At the conclusion of his services, Lada will be eligible for a discretionary bonus as determined by the company’s Compensation Committee based upon his performance.

There are also perks associated with his interim role — including car service at Saga’s expense for up to three days a week to assist in his commute to the company’s offices in Grosse Pointe, Mich., approximately 20 minutes upriver from downtown Detroit.

Lada will be also eligible for participation in the company’s benefit plans as an employee upon completion of the eligibility requirements. As a former participant in the Saga Communications Employees’ 401(k) Plan, Lada will be eligible for re-enrollment in that plan effective immediately.

Importantly, as Interim President and CEO Lada will not receive special compensation for serving on Saga’s Board of Directors.