Entravision (NYSE: EVC) (“Entravision” or the “Company”), a leading global advertising solutions, media and technology company, today announced that the Board of Directors of Entravision granted restricted stock unit awards covering an aggregate of 1,000,000 shares of its common stock (the “RSU Award”) and performance unit awards covering 1,000,000 shares of its common stock (the “PSU Award” and together, the “Awards”) to Michael Christenson effective as of July 1, 2023, the date that he joins Entravision as its Chief Executive Officer.
The Awards were granted under the recently adopted Entravision Communications Corporation 2023 Inducement Plan (the “Inducement Plan”) as an inducement material to Mr. Christenson entering into employment with Entravision in accordance with New York Stock Exchange Listing Rule 303A.08. The Inducement Plan may be used exclusively for the grant of equity awards to individuals who were not previously employees of Entravision, or following a bona fide period of non-employment, as an inducement material to such individuals’ entering into employment with Entravision, pursuant to New York Stock Exchange Listing Rule 303A.08.
The RSU Award will vest over five years, with 20% of the RSUs vesting on July 1, 2024, and the remaining 80% of the RSUs vesting in eight equal semi-annual installments thereafter. The foregoing vesting is subject to Mr. Christenson’s continuous service through the applicable vesting date, except that vesting is fully accelerated in the event of Mr. Christenson’s death or disability or his termination of service within three months prior to or two years after a change of control by either the Company without cause or by Mr. Christenson for good reason.
The PSUs will vest by a combination of both market-based vesting conditions based on total shareholder return hurdles and time-based vesting, both of which must be satisfied before the PSUs will be deemed vested, subject to his continuous service through the applicable vesting dates. The market-based vesting conditions will be satisfied in five equal tranches, in each case if the Company’s average closing price over 30 consecutive trading days prior to July 1, 2028 equals or exceeds the specified hurdle price for such tranche. For each tranche, the time-based vesting conditions will be satisfied over five years, with 20% of each tranche satisfying the time-based vesting conditions on July 1, 2024, and the remaining 80% of such tranche satisfying the time-based vesting conditions in eight equal semi-annual installments thereafter. The foregoing vesting is also subject to Mr. Christenson’s continuous service through the applicable vesting date, except that time-based vesting conditions are fully accelerated in the event of Mr. Christenson’s death or disability or his termination of service within three months prior to or two years after a change of control by either the Company without cause or by Mr. Christenson for good reason. In addition, in the event of a change of control of the Company, the PSUs will convert into a time-based award with market-based conditions deemed to be achieved if the sale price equals or exceeds the applicable hurdle prices.
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