Business Context and Reporting Period
This Form 8-K filing by Mediaco Holding Inc. (MDIA) was submitted on September 25, 2024, reporting significant executive leadership changes effective September 25 and 26, 2024. The company is incorporated in Indiana and trades on the Nasdaq Capital Market.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Departure of CFO: Ann C. Beemish resigned as Chief Financial Officer, effective September 30, 2024.
- Departure of President: Kudjo Sogadzi resigned as President, effective September 26, 2024.
- Appointment of CFO: Debra DeFelice was appointed Chief Financial Officer and Treasurer on September 26, 2024. She previously served as SVP of Finance & Assistant Treasurer/EVP Radio Finance since April 2021.
- Appointment of Interim President: Jacqueline Hernández, currently Interim CEO, was elected to also serve as Interim President effective September 26, 2024.
Compensation and Management Commentary
The Board approved a compensation package for the new CFO, Debra DeFelice, including:
- Base annual salary of $450,000.
- Target annual cash incentive of $225,000.
- One-time non-recurring bonus of $75,000 payable in Q1 2025.
- Equity grant valued at $1,000,000 (50% time-based vesting over three years; 50% performance-based).
- Severance equal to six months of base salary if terminated without cause.
No specific risks, contingencies, or unusual items were disclosed in this filing beyond the standard executive transition.
Investor Verification Checklist
- Verify the transition timeline for the CFO role between Ann C. Beemish's departure and Debra DeFelice's full assumption of duties.
- Confirm the status of the new equity incentive plan required for DeFelice's $1,000,000 equity grant.
- Review subsequent filings for the appointment of a permanent President to replace Kudjo Sogadzi.
- Check for any undisclosed reasons for the simultaneous resignation of the CFO and President.