Sinclair Inc.
10/01/2025 | Press release | Distributed by Public on 10/01/2025 09:01
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to a previously announced Chief Financial Officer transition plan, on July 7, 2025, Sinclair, Inc. ("Sinclair" or the "Company") announced that, effective such date, Lucy Rutishauser would step down as the Company's Chief Financial Officer and continue as Executive Vice President to support the transition of Narinder Sahai, as the Company's Executive Vice President and Chief Financial Officer.
Effective October 1, 2025, Ms. Rutishauser retired from employment with the Company. On such date, the Company and Ms. Rutishauser entered into a consulting agreement (the "Agreement") whereby, for a period of up to two years, Ms. Rutishauser will provide mutually agreed upon strategic consulting services to the Company. During the term of the Agreement, Ms. Rutishauser will be paid $593.75 per hour for each hour that consulting services are performed, with a guarantee of payment for a minimum of eight hours per week, and, if Ms. Rutishauser elects to continue her health insurance coverage (including family coverage) with Sinclair (under COBRA), Sinclair shall pay for such COBRA coverage or, at the election of Ms. Rutishauser, will reimburse Ms. Rutishauser for any cost and expense actually incurred by Ms. Rutishauser for such COBRA coverage (including any additional taxes). COBRA coverage shall not extend beyond April 1, 2027 (the "Applicable COBRA Period"). During the portion of the term of the Agreement, if any, that extends past the Applicable COBRA Period, Sinclair will reimburse Ms. Rutishauser for any cost incurred by her (including any additional taxes) to secure and maintain equivalent health insurance above and beyond the cost she would have incurred as an employee were she (and her husband) covered under Sinclair's health insurance plan. The Agreement also contains non-competition, non-solicitation and confidentiality restrictions on Ms. Rutishauser.
In connection with the Agreement, the Company and Ms. Rutishauser agreed to amend the terms of each outstanding award of stock appreciation rights ("SARs") held by Ms. Rutishauser granted under the Sinclair, Inc. 2022 Stock Incentive Plan to extend the post-termination exercise period of the SARs on certain qualifying terminations to the ten (10)-year expiration date of the SARs.
A copy of the Agreement will be filed as an exhibit with the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
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