MediaCo updates executive contracts with higher salaries and RSU/PSU grants

Rhea-AI Filing Summary

MediaCo Holding Inc. (MDIA) approved new employment agreements for President & CEO Albert Rodriguez and EVP, CFO & Treasurer Debra DeFelice. Mr. Rodriguez’s annual base salary rises from $700,000 to $850,000, then to $900,000 on September 1, 2026 and $950,000 on September 1, 2027, with eligibility for a discretionary cash bonus of up to 60% of base salary and six months’ base-salary severance in certain termination scenarios. Ms. DeFelice’s base salary increases from $450,000 to $550,000, then to $600,000 on September 1, 2026 and $650,000 on September 1, 2027, also with bonus eligibility up to 60% of base salary and similar severance terms. Both executives are subject to post-employment non-competition, non-solicitation and perpetual non-disparagement covenants. Each executive was also granted a mix of time-based restricted stock units and performance stock units under the equity plan, with grant-date values for Mr. Rodriguez totaling $5,000,000 and for Ms. DeFelice totaling $2,000,000, some of which depend on shareholder approval to increase plan share capacity.

Insights

Executive Compensation Analyst

Material revisions to CEO and CFO pay and equity awards raise costs but strengthen retention and align incentives with multi‑year performance.

The company approved new employment agreements for **Albert Rodriguez** (CEO) and **Debra DeFelice** (CFO), with structured salary increases through 2027 and eligibility for discretionary cash bonuses up to 60% of base salary. These agreements add severance equal to six months of base salary upon certain terminations and impose post-employment non-compete, non-solicit, and non-disparagement covenants, aiming to secure leadership stability.

Both executives received sizeable equity awards under the equity plan, mixing time-based restricted stock units and performance stock units. For the CEO, awards are valued at $500,000 and $166,667 in RSUs plus additional RSUs and PSUs totaling $4,333,333, with vesting over two to three years and performance tied to annual objectives set by the compensation committee. The CFO package follows a similar structure, with RSUs and PSUs in multiple tranches totaling several million dollars and similar vesting schedules.

A key dependency is shareholder approval of an amendment to increase shares available under the equity plan for several of these grants, introducing execution risk if approval is not obtained. These changes will increase fixed and variable compensation expense over the next several years, while embedding performance conditions for a significant portion of equity. Items to monitor include the shareholder vote on the plan amendment and the achievement of annual performance objectives over the two- to three-year vesting horizon.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 21, 2025

MediaCo Holding Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-39029

(Commission File Number)

Indiana			84-2427771
(State or Other Jurisdiction of Incorporation)			(I.R.S. Employer Identification No.)

48 West 25th Street, Third Floor

New York, New York 10010

(Address of principal executive offices, including zip code)

(212) 447-1000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

MDIA

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 21, 2025, MediaCo Holding Inc. (the “Company”) entered into an employment agreement with Albert Rodriguez, setting forth the terms and conditions of his service as the Company’s President and Chief Executive Officer. Pursuant to his employment agreement Mr. Rodriguez’s annual base salary has been increased from $700,000 to $850,000, with further increases to $900,000 on September 1, 2026, and $950,000 on September 1, 2027. The employment agreement provides that Mr. Rodriguez may be eligible to receive a discretionary cash bonus of up to 60^ of his annual base salary. In addition, Mr. Rodrigues is entitled to severance equal to six months of base salary in the event he terminates his employment for good reason or his employment is terminated by the Company without cause or due to his disability, subject to Mr. Rodriguez's execution, delivery, and non-revocation of a release of claims in favor of the Company. The employment agreement further provides that Mr. Rodriguez will be subject to a non-competition covenant for six months after his termination of employment, a non-solicitation covenant for one year after his termination of employment, and a perpetual non-disparagement covenant.

In accordance with the terms of Mr. Rodriguez's employment agreement, the Compensation Committee of the Company's Board of Directors (the "Committee") approved the following equity compensation under the Company’s Equity Compensation Plan (the “Plan”), subject to all grant conditions being satisfied, (including shareholder approval of an amendment to increase the number of shares available for issuance under the Plan, in the case of grants (3), (4), and (5)): (1) an award of restricted stock units valued at $500,000, which shall vest ratably over three years from the grant date; (2) an award of restricted stock units valued at $166,667, which shall be fully vested on the grant date; (3) an award of restricted stock units valued at $2,000,000, which shall vest ratably over three years from the grant date; (4) an award of performance stock units valued at $2,000,000, which shall vest ratably over three years based on the achievement of certain annual performance objectives, as determined by the Committee; and (5) an award of performance stock units valued at $333,333, which shall vest ratably over two years based on the achievement of certain annual performance objectives, as determined by the Committee.

Employment Agreement with Debra DeFelice

On November 21, 2025, the Company entered into an employment agreement with Debra DeFelice, setting forth the terms and conditions of her service as the Company’s Executive Vice President, Chief Financial Officer and Treasurer. Pursuant to her employment agreement, Ms. DeFelice’s annual base salary has been increased from $450,000 to $550,000, with further increases to $600,000 on September 1, 2026, and $650,000 on September 1, 2027. The employment agreement provides that Ms. DeFelice may be eligible to receive a discretionary cash bonus of up to 60% of her annual base salary. In addition, Ms. DeFelice’s employment agreement provides that she is entitled to severance equal to six months of base salary in the event she terminates her employment for good reason or her employment is terminated by the Company without cause or due to her disability, subject to Ms. DeFelice’s execution, delivery, and non-revocation of a release of claims in favor of the Company. The employment agreement further provides that Ms. DeFelice will be subject to a non-competition covenant for six months after her termination of employment, a non-solicitation covenant for one year after her termination of employment, and a perpetual non-disparagement covenant.

In accordance with the terms of Ms. DeFelice’s employment agreement, the Committee approved the following equity compensation under the Plan, subject to all grant conditions being satisfied, (including shareholder approval of an amendment to increase the number of shares available for issuance under the Plan, in the case of grants (3), (4), and (5)): (1) an award of restricted stock units valued at $500,000, which shall vest ratably over three years from the grant date; (2) an award of restricted stock units valued at $166,667, which shall be fully vested on the grant date; (3) an award of restricted stock units valued at $500,000, which shall vest ratably over three years from the grant date; (4) an award of performance stock units valued at $500,000, which shall vest ratably over three years based on the achievement of certain annual performance objectives, as determined by the Committee; and (5) an award of performance stock units valued at $333,333, which shall vest ratably over two years based on the achievement of certain annual performance objectives, as determined by the Committee.

EXHIBIT INDEX

Exhibit						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEDIACO HOLDING INC.

Date:

November 25, 2025

By:

/s/ Debra DeFelice

Debra DeFelice

Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What executive compensation changes did MediaCo (MDIA) announce for its CEO?

MediaCo increased CEO Albert Rodriguez’s base salary from $700,000 to $850,000, with further increases to $900,000 on September 1, 2026 and $950,000 on September 1, 2027. He may also receive a discretionary cash bonus of up to 60% of base salary.

What equity awards is MediaCo granting to CEO Albert Rodriguez?

Subject to applicable conditions, Mr. Rodriguez is slated to receive: restricted stock units valued at $500,000 vesting over three years, restricted stock units valued at $166,667 that are fully vested on grant, additional restricted stock units valued at $2,000,000 vesting over three years, performance stock units valued at $2,000,000 vesting over three years based on annual performance objectives, and performance stock units valued at $333,333 vesting over two years based on annual performance objectives.

How is MediaCo (MDIA) changing compensation for its CFO, Debra DeFelice?

Ms. DeFelice’s base salary increases from $450,000 to $550,000, then to $600,000 on September 1, 2026 and $650,000 on September 1, 2027. She may receive a discretionary cash bonus of up to 60% of her annual base salary.

What equity compensation will MediaCo’s CFO receive under the new agreement?

Under the equity plan, Ms. DeFelice is approved for: restricted stock units valued at $500,000 vesting over three years, restricted stock units valued at $166,667 that are fully vested on grant, additional restricted stock units valued at $500,000 vesting over three years, performance stock units valued at $500,000 vesting over three years based on annual performance objectives, and performance stock units valued at $333,333 vesting over two years based on annual performance objectives.

Are the MediaCo (MDIA) equity grants to executives subject to any conditions?

Yes. All grants are subject to grant conditions being satisfied, and for grants labeled (3), (4), and (5) in each executive’s package, they are also subject to shareholder approval of an amendment to increase the number of shares available for issuance under the company’s Equity Compensation Plan.

What severance protections do MediaCo’s CEO and CFO have under the new agreements?

Both executives are entitled to six months of base salary as severance if they resign for good reason or are terminated without cause or due to disability, contingent on signing and not revoking a release of claims in favor of the company.

What post-employment restrictions apply to MediaCo’s top executives?

Under the new agreements, both Mr. Rodriguez and Ms. DeFelice are subject to a six-month non-competition covenant, a one-year non-solicitation covenant, and a perpetual non-disparagement covenant following termination of employment.