Business Context and Reporting Period
Company: MediaCo Holding Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 21, 2025
Reporting Period: Event date November 21, 2025
Business Context: The filing discloses the execution of new employment agreements and significant equity compensation grants for the Company's President and CEO, Albert Rodriguez, and Executive Vice President, CFO, and Treasurer, Debra DeFelice.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data provided is limited to executive compensation terms.
| Executive | Role | Base Salary (Current) | Base Salary (2026) | Base Salary (2027) | Discretionary Bonus | Severance |
|---|---|---|---|---|---|---|
| Albert Rodriguez | President & CEO | $850,000 | $900,000 | $950,000 | Up to 60% | 6 months base salary |
| Debra DeFelice | EVP, CFO & Treasurer | $550,000 | $600,000 | $650,000 | Up to 60% | 6 months base salary |
Material Changes
The primary material changes involve the restructuring of executive compensation packages effective November 21, 2025:
- Salary Increases: Both executives received immediate base salary increases (Rodriguez: +$150,000; DeFelice: +$100,000) with scheduled increases in 2026 and 2027.
- Equity Grants: Significant new equity awards were approved, subject to shareholder approval for certain grants to increase the share pool under the Equity Compensation Plan.
Guidance, Outlook, and Risks
Equity Compensation Details:
- Albert Rodriguez:
- RSUs valued at $500,000 (3-year vest).
- RSUs valued at $166,667 (fully vested).
- RSUs valued at $2,000,000 (3-year vest; requires shareholder approval).
- PSUs valued at $2,000,000 (3-year vest based on performance; requires shareholder approval).
- PSUs valued at $333,333 (2-year vest based on performance; requires shareholder approval).
- Debra DeFelice:
- RSUs valued at $500,000 (3-year vest).
- RSUs valued at $166,667 (fully vested).
- RSUs valued at $500,000 (3-year vest; requires shareholder approval).
- PSUs valued at $500,000 (3-year vest based on performance; requires shareholder approval).
- PSUs valued at $333,333 (2-year vest based on performance; requires shareholder approval).
Risks and Contingencies:
- Shareholder Approval: Grants (3), (4), and (5) for both executives are contingent upon shareholder approval of an amendment to increase the number of shares available for issuance under the Plan.
- Restrictive Covenants: Both executives are subject to a 6-month non-compete, a 1-year non-solicitation, and a perpetual non-disparagement covenant post-termination.
- Severance Conditions: Severance payments are conditional upon the execution of a release of claims.
Outlook: The filing text does not provide operational guidance or financial outlook beyond the compensation terms.
Investor Verification Checklist
- Verify the status of the shareholder vote required to approve the amendment to the Equity Compensation Plan for the larger equity grants.
- Confirm the specific performance objectives attached to the Performance Stock Units (PSUs) for both executives.
- Review the total number of shares available under the current Equity Compensation Plan to assess dilution impact.
- Monitor for any future filings regarding the vesting schedules and actual payout of discretionary bonuses.