SAGA COMMUNICATIONS INC

For the period ended May 2, 2025. Filed Apr 9, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 2, 2025 · Filed Apr 9, 2025

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SGA$7.76+1.0%Stored close · as of Nov 6, 2026

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PAY VERSUS PERFORMANCE

The following table provides information for fiscal years 2024, 2023 and 2022 with respect to the compensation, as calculated under SEC rules, of our principal executive officers (“PEO”), which includes both our current and former CEOs, the average compensation of our other NEOs, and certain performance measures specified under SEC rules.

Pay Versus Performance Table

· · · Principal Executive Officers (“PEOs”)(1) ·
Fiscal Year (a) · · · Forgy SCT Total (b) · · · Lada SCT Table (b) · · · Christian SCT Table (b) · · · Forgy Compensation Actually Paid (c)(3) · · · Lada Compensation Actually Paid (c)(3) · · · Christian Compensation Actually Paid (c)(3) ·
2024	$1,656,270	$—	$—	$1,177,742	$—	$—
2023	1,751,842	—	—	1,796,443	—	—
2022	639,740	310,422	5,527,664	604,528	304,032	5,561,608

Fiscal Year · · · Average SCT Total for Non-PEO NEOs (d)(2) · · · Average Compensation Actually Paid to Non- PEO NEOs (e)(3) · · · Value of Fixed $100 Investment Based on Total Share Return (f)(4) · · · Net Income (h)(5) ·
2024	$627,788	$469,399	$67.80	$3,460,000
2023	636,321	638,334	125.45	9,500,000
2022	585,681	553,693	117.79	9,202,000

(1)

For fiscal years 2024 and 2023, our PEO was Christopher S. Forgy. For fiscal year 2022, Edward K. Christian served as our PEO from January 1, 2022 until August 19, 2022, Warren S. Lada served as our PEO on an interim basis from August 21, 2022 until December 6, 2022, and our current PEO Mr. Forgy was appointed PEO on December 7, 2022.

(2)

For fiscal years 2023 and 2024, our non-PEO named executive officers (“NEOs”) included Samuel D. Bush and Wayne P. Leland. For fiscal year 2022, our non-PEO NEOs included Samuel D. Bush and Catherine A. Bobinski.

(3)

For each year the values included in these columns for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in columns (b) and (d), respectively:

· · · Current PEO Forgy · · · Former PEO Lada · · · Former PEO Christian ·
PEO · · · 2024 · · · 2023 · · · 2022 · · · 2022 · · · 2022 ·
Summary Compensation Table (“SCT”) Total for PEO (columns (b))	$1,656,270	$1,751,842	$639,740	$310,422	$5,527,664
- SCT “Stock Awards” Column (grant date FV of equity awards reported in SCT)	(522,753)	(737,005)	(187,698)	(34,497)	—
+ year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end	486,169	803,809	154,344	28,367	—
+/- year over year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end	(294,821)	(8,173)	(2,017)	(285)	—
+ vesting date fair value of equity awards granted and vested in the covered year	—	—	—	—	—
+/- year-over-year change in fair value of equity awards granted in prior years that vested in the covered year	(147,123)	(14,030)	159	26	33,944
- fair value as of prior year end equity awards granted in prior years that failed to vest in the covered year (i.e., forfeited)	—	—	—	—	—
+ dollar value of dividends/earnings paid on equity awards in the covered year	—	—	—	—	—
+ excess fair value for equity award modifications	—	—	—	—	—
Compensation Actually Paid to PEO (columns (c))	$1,177,742	$1,796,443	$604,528	$304,032	$5,561,608

Average for Non-PEO NEOs · · · 2024 · · · 2023 · · · 2022 ·
Average SCT Total for Non-PEO NEOs (columns (d))	$627,788	$636,321	$585,681
- SCT “Stock Awards” Column (grant date FV of equity awards reported in SCT)	(146,003)	(202,763)	(170,004)
+ year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end	135,785	221,142	137,795
+/- year over year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end	(92,799)	(6,057)	(1,950)
+ vesting date fair value of equity awards granted and vested in the covered year	—	—	—
+/- year-over-year change in fair value of equity awards granted in prior years that vested in the covered year	(55,372)	(10,309)	171
- fair value as of prior year end equity awards granted in prior years that failed to vest in the covered year (i.e., forfeited)	—	—	—
+ dollar value of dividends/earnings paid on equity awards in the covered year	—	—	—
+ excess fair value for equity award modification	—	—	—
Average Compensation Actually Paid to Non-PEO NEOs (columns (e))	$469,399	$638,334	$553,693

(4)

For each year, total shareholder return for the Company was calculated in accordance with Item 201 (e) and Item 402 (v) of Regulation S-K.

(5)

Net income is rounded to the nearest thousand.

Pay Versus Performance Relationship Descriptions

The following graphical comparisons describe the relationships between certain figures included in the Pay Versus Performance Tables for each of 2024, 2023 and 2022, including: (a) a comparison between our cumulative total shareholder return and (b) comparisons between (i) the compensation actually paid to the PEO (on an aggregate basis) and the average compensation actually paid to our non-PEO NEOs and (ii) the performance measure set forth in column (f) and (h) of the Pay Versus Performance Table.

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