On April 6, 2020, the Board of Directors of Entercom Communications Corp. (the “Company”), upon the recommendation of the Compensation Committee of the Company’s Board of Directors, approved certain changes to the Company’s Non-Employee Director Compensation Policy (“Director Comp Policy”). The Director Comp Policy was modified to include the following:
2020 2Q COVID 19 Addendum. As a result of the COVID-19 Crisis: (A) all cash fees earned by directors during the Second Quarter shall be reduced by 25%; and (B) the Equity Compensation grant, which would occur on May 5, 2020, will not be made and instead will be deferred until such later date as determined by the Board.
The foregoing is a summary description of the material changes to the Director Comp Policy. Reference is made to the complete text of the Director Comp Policy, which is filed as an exhibit to this current report on Form 8-K.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On April 3, 2020, as a part of cost savings initiatives implemented in response to the COVID-19 Crisis, the Company restructured its workforce through termination and furlough actions. The Company expects to incur approximately $5.5 million in severance pay and benefits related to these actions, all of which will be cash expenditures and incurred in fiscal 2020.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On April 6, 2020, each of the Company’s Named Executive Officers (“NEOs”) agreed to voluntarily waive certain compensation. Each NEO agreed to a salary reduction as follows:
David J. Field, President and Chief Executive Officer
30% reduction
Richard J. Schmaeling, EVP and Chief Executive Officer
20% reduction
Louise C. Kramer, Chief Operating Officer
20% reduction
Robert Philips, Chief Revenue Officer & President of EAN
20% reduction
Andrew P. Sutor, EVP and General Counsel
20% reduction
These wage reductions are effective as of April 4, 2020 (the start of the current pay period) and will continue until July 24, 2020, unless increased prior thereto by the Company in its discretion, based on markedly improved business conditions.
These waivers also provided that any increase to an NEO’s base salary due under their agreement from April 4, 2020, through December 31, 2020, will not take effect. In addition, any increase to such NEO’s base salary due on or after January 1, 2021, shall be adjusted such that the increase in the then current year is instead the increase which would have happened in the prior year but for the waiver.
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These waivers do not modify other rights under the applicable employment agreements or reduce any Company employee benefit provided to such officers and employees.
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