Wonya Y. Lucas
About Wonya Y. Lucas
Independent director at Atlanta Braves Holdings since July 2023; age 63; serves as Chair of the Compensation Committee and member of the Audit and Nominating & Corporate Governance Committees. She brings deep broadcasting and media expertise (programming, content development, brand management) from CEO roles at Hallmark Media and TV One, EVP/COO roles at Discovery, and senior roles at The Weather Channel and TBS. Her Class III term expires in 2026, and the Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hallmark Media (formerly Crown Media) | President & CEO | Jul 2020 – Dec 2023 | Led programming and brand strategy |
| Public Broadcasting Atlanta | President & CEO | Apr 2015 – Aug 2020 | Oversight of public media operations |
| Lucas Strategic Consultants LLC | President | 2013 – 2015 | Strategic advisory in media |
| TV One | President & CEO | 2011 – 2013 | Content and network growth |
| Discovery Communications | EVP & COO, Discovery & Science Channels | 2010 – 2011 | Operations; prior EVP & Global CMO |
| The Weather Channel Companies | EVP & GM; EVP Strategic Marketing | 2002 – 2008 | Content/marketing leadership |
| TBS | Various marketing/strategy roles | 1994 – 2002 | Brand management |
| National Public Radio | Vice Chair | May 2017 – Aug 2020 | Governance in public media |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast Corporation | Director | 2024 – present | Public company board role |
| E.W. Scripps Company | Director (former) | 2019 – 2022 | Media governance |
| J.C. Penney Company, Inc. | Director (former) | 2017 – 2020 | Retail governance |
Board Governance
- Classification and independence: Class III director with term to 2026; Board determined Lucas is independent. Board has four directors, 75% independent; independent directors chair Audit, Compensation, and Nominating committees .
- Committee assignments and meeting cadence:
- Compensation Committee: Chair; 2 meetings in 2024; oversees executive pay, goals/objectives, and equity plan .
- Audit Committee: Member; 5 meetings in 2024; reviews accounting, internal controls, auditor scope/fees, cybersecurity, and related-party transaction approval .
- Nominating & Corporate Governance: Member; 1 meeting in 2024; oversees governance guidelines, director qualifications, and ownership guideline compliance .
- Engagement and attendance: Board met 4 times in 2024; independent directors held 2 executive sessions without management; overall Board and committee attendance “over 95%” in 2024 (individual director rates not disclosed) .
- Board leadership: Combined Chair/CEO; no Lead Independent Director, with Board citing active independent director involvement as rationale .
- Shareholder voting context: 2025 Annual Meeting held June 10, 2025; Class II nominees elected and auditor ratified (Lucas not up for election in 2025) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual director fee (policy) | $210,000 | Paid 50% in RSUs and 50% in cash; awards issued Dec 2024 |
| Committee fees (policy) | Audit: $15,000 member; Compensation: $15,000 chair; Nominating: $10,000 member | Chair fees higher; cash paid quarterly |
| Cash paid (Lucas) | $145,000 | Cash portion of director fee ($105k) + Audit member ($15k) + Compensation chair ($15k) + Nominating member ($10k) |
| Equity grant (Lucas) | $105,000 | RSUs; grant date fair value computed using closing price per FASB ASC 718 |
| Total (Lucas) | $250,000 | No option awards or other comp for 2024 |
Performance Compensation
| Equity Type | Shares/Terms | Performance Metrics |
|---|---|---|
| RSUs (Dec 4, 2024 grant) | 2,625 BATRK RSUs; vest on first anniversary or earlier upon death/disability; forfeiture if resign/remove pre-vest | None; time-based only (no performance conditions) |
| Options (outstanding) | 1,510 BATRK options outstanding as of Dec 31, 2024 | Not a 2024 grant; metrics not applicable |
- The director equity program for nonemployee directors is time-based RSUs; no PSUs or performance metrics disclosed for directors. The Compensation Committee uses performance metrics for executives, but not for director compensation .
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration | Risk Note |
|---|---|---|
| Comcast (current) | Large media/broadcast ecosystem participant | Monitor for any related-party transactions; Audit Committee must review/approve related-party transactions |
| E.W. Scripps (former) | Media | Historical; no current interlock |
| J.C. Penney (former) | Retail | Historical; no current interlock |
- Compensation Committee interlocks: Company discloses no committee interlocks, and no Compensation Committee member engaged in related-party transactions in 2024 .
Expertise & Qualifications
- Deep broadcasting, programming, content development, and brand management experience from CEO and EVP roles at Hallmark Media, TV One, Discovery, The Weather Channel, and TBS .
- Governance experience across public and non-profit boards (Comcast; NPR Vice Chair) .
- Brings media/telecom/entertainment strategic oversight aligned with Braves’ content distribution and brand interests .
Equity Ownership
| Holder | Series | Shares Beneficially Owned | % of Series | Notes |
|---|---|---|---|---|
| Wonya Y. Lucas | BATRA | — | — | No BATRA holdings disclosed |
| Wonya Y. Lucas | BATRB | — | — | No BATRB holdings disclosed |
| Wonya Y. Lucas | BATRK | 5,027 | <1% | Includes options exercisable within 60 days after Feb 28, 2025 |
| Wonya Y. Lucas | BATRK options | 1,510 | — | Outstanding options count disclosed |
| Wonya Y. Lucas | BATRK RSUs | 2,625 | — | Granted Dec 4, 2024; vest in 1 year |
- Director stock ownership guidelines: Nonemployee directors must own Company stock equal to at least 3x the cash director fee; five years from initial appointment to comply. Individual compliance status is not disclosed .
- Hedging/Pledging: Company does not prohibit hedging but reports that, as of Feb 28, 2025, none of directors/NEOs had hedging arrangements; pledging disclosure in ownership table flags pledging for Michael P. Plant, not Lucas .
Governance Assessment
- Strengths:
- Independent status and leadership role: Lucas chairs Compensation Committee, aligning with best practice for independent oversight of executive pay .
- Active committee work: Compensation (2 meetings), Audit (5), Nom/Gov (1) indicate engagement across key risk and pay oversight areas; Board/committees overall “over 95%” attendance in 2024 .
- Clear related-party governance: Audit Committee must pre-approve related-party transactions; company disclosed no Compensation Committee interlocks or related-party transactions by members in 2024 .
- Ownership alignment: Mix of cash and RSUs; RSU grants and options provide equity exposure; beneficial ownership disclosed (5,027 BATRK shares; <1%) .
- Risks and RED FLAGS:
- Hedging policy gap: Company states it has no practices/policies restricting hedging by directors/officers, though none are currently hedging; lack of prohibition can be viewed as a governance weakness in alignment policies .
- Concentrated voting control: Proxy and Voting Agreement grants the Chairman control of ~44.1% of voting power at the annual meeting via Series B shares proxy, potentially diluting the practical impact of independent director oversight; not Lucas-specific but affects board effectiveness environment .
- No Lead Independent Director: Combined Chair/CEO without a designated lead independent director may limit independent agenda-setting, though the Board cites active independent involvement .
- Monitoring items:
- Any Braves broadcast/distribution arrangements that could involve Comcast or affiliates should be monitored for related-party exposure; Audit Committee oversight required for any such transactions .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Company reported no delinquent or failed filings for directors, except an omission related to DeRetta Rhodes (amended subsequently). No issues cited for Lucas . |
| Hedging arrangements | None for directors/NEOs as of Feb 28, 2025 . |
Director Compensation Details (Structure)
| Element | Policy/Amount | Lucas 2024 Realized |
|---|---|---|
| Annual retainer | $210,000; 50% cash, 50% RSUs | $105,000 cash; $105,000 RSUs |
| Committee chair/member fees | Audit: $25k chair/$15k member; Comp: $15k chair/$10k member; Nom/Gov: $15k chair/$10k member | Compensation chair $15k; Audit member $15k; Nom/Gov member $10k |
| RSU grant specifics | 2,625 BATRK RSUs on Dec 4, 2024; time-based vesting in 1 year; forfeiture upon resignation/removal before vest | Granted and outstanding; vest Dec 2025 absent earlier death/disability |
Board Governance Process Notes
- Director nomination criteria consider attendance/participation histories and other directorships when re-nominating incumbents .
- Risk oversight spans Audit (financial/cyber/related-party), Compensation (pay/human capital), and Nom/Gov (governance guidelines, board evaluation), with periodic reports to the full Board .
- Stockholder engagement and communications channels to directors and independent directors disclosed; virtual annual meeting attendance noted (3 of 5 directors in 2024) .
Summary Implications
- Lucas enhances board independence and pay oversight via her Compensation Committee chair role and broad media expertise; director compensation structure mixes cash and time-based RSUs, providing equity linkage without performance conditions .
- Key governance watchpoints include the absence of a hedging prohibition, lack of a Lead Independent Director, and concentrated voting control via the Malone Voting Agreement; none are Lucas-specific, but they shape the context for board effectiveness and investor confidence .