Mediaco Holding Inc. appointed Jacqueline Hernández as new CEO

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


In connection with the Transactions, effective as of the Closing Date, Jacqueline Hernández, age 58, was appointed as MediaCo's Interim Chief Executive Officer. Ms. Hernández is a media executive who most recently was Founder and CEO of New Majority Ready, a marketing strategy and content development firm. Prior to starting her own company, she was President of Combate Americas, a leading Hispanic sports franchise. Prior to Combate Americas, Ms. Hernández was Chief Marketing Officer of NBC Universal Hispanic Enterprises and Content and Chief Operation Officer of NBC Universal's Telemundo Enterprises. Prior to joining NBC Universal, Ms. Hernández was Publisher of People en Español and TEEN People. Prior to joining People en Español, she was Vice President Turner International Advertising. Prior to Turner, Ms. Hernández was Director of Marketing of TIME International. Prior to TIME, Ms. Hernández was Director of Targeted Advertising Sales for the Village Voice. Ms. Hernández began her career in advertising at the Boston Globe. Ms. Hernández currently sits on the board of Victoria's Secret & Co., and previously served on the board of Estrella Media, Inc. She holds a BA from Tufts University and an MBA from Baruch College.


In connection with Ms. Hernández's appointment, MediaCo entered into offer letter with Ms. Hernández (the "Hernández Offer Letter") setting forth the terms and conditions of her service as MediaCo's Interim Chief Executive Officer. The Hernández Offer provides that Ms. Hernández will receive an annual base salary of $960,000, with the term of her employment commencing on the Closing Date and continuing for a period six months, which period may be extended for an additional three months if agreed by Ms. Hernández and MediaCo. Ms. Hernández will also be afforded the right to participate in all employee benefit plans of MediaCo for which she is eligible.


There are no family relationships between Ms. Hernández and any director or executive officer of MediaCo subject to disclosure under Item 401(d) of Regulation S-K, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


In connection with the Transactions, effective as of the Closing Date, (i) Kudjo Sogadzi, MediaCo's Interim President and Chief Operating Officer was appointed as MediaCo's President and removed as MediaCo's Chief Operating Officer, and (ii) Brian Kei, age 46, was appointed as MediaCo's Chief Operating Officer. Mr. Kei was previously the Chief Operating Officer and Chief Financial Officer for Estrella Media, Inc. Prior to joining Estrella Media, Inc., he led finance and strategy as the Vice President of Finance for ABC Television, a division of the Walt Disney Company. Mr. Kei holds an AB in Economics from Princeton University.


There are no family relationships between Mr. Kei and any director or executive officer of MediaCo subject to disclosure under Item 401(d) of Regulation S-K, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


In connection with the Transactions, effective immediately following Closing, and in accordance with the Amended and Restated Articles of Incorporation and Amended and Restated Code of Bylaws (the "Bylaws") of MediaCo and the Stockholders Agreement, the Board approved an increase in the number of members on the Board to eleven, resulting in three vacancies. Effective immediately following Closing, the Board appointed the following three individuals designated by Estrella to the Board to fill the vacancies: Brett Pertuz, age 50, Colbert Cannon, age 48, and Ms. Hernández. Mr. Pertuz was elected to serve as a Class II director (as defined in the Bylaws), for a term expiring at MediaCo's 2024 annual meeting of stockholders. Mr. Cannon was elected to serve as a Class III director (as defined in the Bylaws), for a term expiring at MediaCo's 2025 annual meeting of stockholders. Ms. Hernández was elected to serve as a Class I director (as defined in the Bylaws), for a term expiring at MediaCo's 2026 annual meeting of stockholders. Each of Mr. Cannon, Mr. Pertuz, and Ms. Hernández is an Investor Director Designee pursuant to the Stockholders Agreement.


Mr. Cannon is a Managing Director at HPS. Prior to joining HPS in 2017, Mr. Cannon was a Partner and Director of Research at Wingspan Investment Management, a distressed credit investment firm launched in 2013. Prior to Wingspan, Mr. Cannon was a Managing Director at Glenview Capital, where he led the Credit Investment effort from 2009 to 2012. Prior to joining Glenview, Mr. Cannon was a Principal at Audax Group, a Boston-based Private Equity firm. Mr. Cannon began his career in Mergers and Acquisitions Investment Banking at Goldman Sachs. Mr. Cannon holds an AB in Social Studies from Harvard College.


Mr. Pertuz is a Managing Director at HPS. Prior to joining HPS in 2018, Mr. Pertuz worked in private equity as a Managing Director first with Bruckmann, Rosser, Sherrill & Co. and later with Altpoint Capital Partners. Mr. Pertuz began his career at Bain & Company in management consulting. Mr. Pertuz holds a BS from the University of Virginia and an MBA from Harvard Business School.