Audacy Extends Larkin, Board Changes

• Audacy has renewed the contract of EVP/COO Susan Larkin, announced several changes to the company’s board and confirmed the approval of a reverse stock split. According to an 8-K filing from the SEC, the Larkin Agreement has an initial term through May 4, 2026, with automatic one-year extensions following the initial term unless either party provides prior notice of non-extension. The Larkin Agreement provides for an annual base salary of $775,000, which increases to $800,000 from May 5, 2024, to May 4, 2025, and to $825,000 from May 5, 2025, to May 4, 2026. Ms. Larkin is eligible for an annual cash performance bonus tied to 85% of her annual base salary, is eligible for future equity compensation of $500,000, and receives a $1,000-per month car allowance.

And there’s more: On May 23, 2023, Monique Nelson announced her resignation as a Class A director, due to time constraints. As a result of Nelson’s resignation, the Board decreased the number of directors that shall constitute the full Board from nine members to eight members, thereby eliminating the vacancy on the Board resulting from Ms. Nelson’s departure. In accordance with the Company’s bylaws, Mark R. LaNeve (as the sole remaining Class A director) appointed Sean R. Creamer as a Class A director, filling that vacancy.

The board also approved an amendment to the Company’s Amended and Restated Articles of Incorporation to permit the Company to effect a reverse stock split of its outstanding Class A and Class B Common Stock, at a ratio with a range between one-for-two and one-for-30, subject to and as determined by a committee appointed by the Board.

And finally… David J. Field, Joseph M. Field and David J. Berkman were each elected as a Director, in Board Class III, for a three year-term expiring at the Company’s 2026 annual meeting of shareholders or until each such Director’s successor is duly elected and qualified.