Gregory Coleman
About Gregory Coleman
Gregory Coleman (age 70) is an independent Class III director of BuzzFeed, Inc. (BZFD) since December 2021; he is Chair of the Compensation Committee, and serves on the Audit and Nominating, Corporate Governance, and Corporate Responsibility Committees. Coleman is a former President of Legacy BuzzFeed (2014–2017) and senior advertising and media executive (Criteo, Huffington Post, Yahoo!, AOL, Reader’s Digest, CBS), and currently teaches digital marketing and innovation as an adjunct professor at NYU Stern; he holds a B.S. from Georgetown and attended the MBA program at NYU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BuzzFeed (Legacy) | President | 2014–2017 | Executive leadership of revenue functions |
| Criteo SA (NASDAQ: CRTO) | President | Not disclosed | Commercial leadership |
| TheHuffingtonPost.com, Inc. | President & Chief Revenue Officer | Not disclosed | Revenue leadership |
| Yahoo! Inc. (then NASDAQ: YHOO) | EVP Global Sales | Not disclosed | Global sales leadership |
| AOL Inc. (then NYSE: AOL) | President, Platform‑A | Not disclosed | Ad platform leadership |
| Reader’s Digest Association, Inc. (then NYSE: RDA) | SVP, President U.S. Magazine Publishing | Not disclosed | Publishing operations |
| CBS, Inc. (NASDAQ: PARA) | VP & National Sales Manager | Not disclosed | National sales leadership |
| Tubular Labs, Inc. | CEO | May 2022–Mar 2023 | Led company until sale to Chartbeat |
| NYU Stern School of Business | Adjunct Professor | Current | Digital marketing & innovation |
External Roles
| Organization | Role | Since/Through |
|---|---|---|
| BuzzFeed Japan | Director | Since Apr 2015 |
| TuneIn Holdings, Inc. | Director | Since Feb 2021 |
| LoopMe Ltd. | Director | Since May 2019 |
| Botify SAS | Director | Since Feb 2019 |
| Cadent, LLC | Director | Since Mar 2023 |
| Meredith Corp. | Director | Aug 2020–Aug 2023 (former) |
| Skimlinks, Inc. | Director | Feb 2019–May 2021 (former) |
| Eyeview, Inc. | Director | Oct 2018–Mar 2020 (former) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Coleman is independent under Nasdaq and SEC rules |
| Committee assignments | Audit (Member); Compensation (Chair); Nominating/Corporate Governance/Corporate Responsibility (Member) |
| Special committee | Member of special committee formed Sept 2023 to advise on material transactions (Chair: Rothstein; Members: Coleman, Acharia) |
| Lead independent director | Adam Rothstein; not Coleman |
| 2024 meeting cadence | Board: 25; Audit: 9; Compensation: 7; Nominating: 4 |
| Attendance | Each incumbent director attended ≥75% of Board and committee meetings in 2024, except Acharia (Coleman met threshold) |
Fixed Compensation
Director cash fees are governed by the standard non‑employee director program; actual 2024 fees for Coleman are shown below.
| Component | Program Amount ($) | Source |
|---|---|---|
| Annual Board retainer | 50,000 | |
| Audit Committee — Chair | 35,000 | |
| Audit Committee — Member | 20,000 | |
| Compensation Committee — Chair | 25,000 | |
| Compensation Committee — Member | 15,000 | |
| Nominating/Governance — Chair | 25,000 | |
| Nominating/Governance — Member | 10,000 | |
| Meeting fees | None |
| Coleman 2024 Cash Fees ($) | Source |
|---|---|
| 88,132 |
Performance Compensation
Non‑employee director equity grants are RSUs with time‑based vesting (no performance conditions). Key details and Coleman’s 2024 grant:
| Item | Detail |
|---|---|
| 2024 Stock Awards (fair value) | $119,981 for Coleman (RSUs) |
| Grant date convention | RSU quantity based on 20‑day average price preceding grant; 2024 annual grants dated Sept 13, 2024 |
| Vesting | RSUs vest in four equal quarterly installments over one year |
| Annual RSU — committee chairs | Audit Chair: $175,000; Compensation Chair: $125,000; Nominating Chair: $125,000 grant value |
| Change‑of‑control | Non‑employee director awards accelerate and become exercisable prior to consummation |
| Clawback policy | Company maintains Recovery Policy (Exchange Act compliant, filed with 10‑K) |
| Tax gross‑ups | None under 2021 Plan |
Director compensation mix (2024):
| Component | Coleman ($) | Mix |
|---|---|---|
| Cash fees | 88,132 | 42% |
| Equity (RSUs fair value) | 119,981 | 58% |
| Total | 208,113 | 100% |
Other Directorships & Interlocks
| Entity | Relationship to BZFD | Potential Interlock Note |
|---|---|---|
| BuzzFeed Japan | Affiliate/director overlap | Governance/brand adjacency; no related‑party transactions disclosed for Coleman via BJ |
| LoopMe, Botify, Cadent, TuneIn | Ad‑tech/media boards | Potential ecosystem proximity (advertising/monetization); no BZFD transactions disclosed |
Expertise & Qualifications
- Deep operating and revenue leadership in digital media/ad‑tech across Yahoo!, AOL, Huffington Post, Criteo, Reader’s Digest, CBS .
- Prior BuzzFeed President provides institutional knowledge; board affirmed independence despite prior executive role .
- Committee leadership experience (Compensation Chair) with oversight of human capital, stock ownership guidelines, and clawback policy .
- Corporate strategy and transaction oversight via special committee membership .
- Academic credential and teaching in digital marketing (NYU Stern adjunct) supports technology and marketing expertise .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Total beneficial Class A | 390,383 shares (≈1% of Class A) | 2025 snapshot |
| Warrants (Class A) | 1,916 | Beneficially owned |
| Direct Class A | 339,993 | Direct beneficial ownership |
| Trust holdings (Class A) | 49,473 | Aggregated trusts: Eloise 3,273; Benjamin 12,931; Stephen 12,931; Audrey 3,273; Melissa 12,931; Coleman 2014 Family 3,135 (trustee: brother; beneficial ownership disclaimed except pecuniary interest) |
| Stock ownership guidelines | Directors: 5× annual retainer; 5‑year compliance window; none yet ≥5 years (adopted Dec 2022) | |
| Hedging/pledging | Prohibited, with narrow pre‑approved pledge exceptions |
Governance Assessment
- Committee leadership and independence: Coleman chairs Compensation and serves on Audit and Nominating; board determined he is independent (strong governance placement across risk, pay, and nominations) .
- Engagement: Board/committee cadence was high in 2024 and Coleman met ≥75% attendance threshold (positive engagement signal) .
- Pay alignment: Director pay is majority equity with time‑based RSUs; change‑of‑control acceleration exists for directors; clawback policy in place; no tax gross‑ups (neutral to positive alignment) .
- Ownership: ~1% of Class A beneficially owned; warrants minimal; guidelines target 5× retainer with 2027 compliance horizon (neutral alignment given policy timing) .
- RED FLAGS / watch items:
- Related‑party employment: Company previously employed Melissa Bryant‑Coleman (Gregory’s daughter) in a non‑executive role; paid ~$209,444 in 2024 and ~$184,318 in 2023 (requires continued monitoring for independence and audit review; company has a formal related‑party policy) .
- 2023 adviser agreement: Coleman had an adviser agreement (distinct from board duties) extending option exercise period to Mar 31, 2024 (ensure no ongoing consulting conflicts; options no longer shown as outstanding at 12/31/2024) .
- Multiple outside boards in ad‑tech/media ecosystems (LoopMe, Botify, Cadent, TuneIn) raise potential informational interlocks; no BZFD transactions disclosed with these entities (monitor) .
Overall: Coleman brings seasoned ad‑tech/media revenue expertise and robust committee leadership. The daughter’s prior employment and the 2023 adviser arrangement are manageable with the company’s related‑party and audit oversight frameworks; continued disclosure and committee review mitigate conflict risk .
Related Party Transactions
| Transaction | Detail |
|---|---|
| Employment of Melissa Bryant‑Coleman | Non‑executive role; compensation ~$209,444 (2024) and ~$184,318 (2023); includes salary, bonuses, 401(k) match, WFH stipends/gross‑ups, GTLI imputed income, and severance |
| Related‑party approval process | Audit Committee is approval authority; if related party is/associated with Audit member, Nominating Committee approves; comprehensive policy aligned to Nasdaq and Item 404(b) |
| 2023 Adviser agreement | Extended option exercise period for Coleman through Mar 31, 2024 for advisory services to advertising sales/revenue (distinct from board duties) |
Director Compensation Program Notes
| Policy Element | Detail |
|---|---|
| Equity valuation & grant mechanics | RSU quantity based on 20‑day average closing price prior to grant; vest quarterly over a year |
| Annual RSU values | Non‑chair: $125,000; Audit Chair: $175,000; Compensation/Nominating Chairs: $125,000 |
| Cash retainers | Board: $50,000; Audit member: $20,000; Comp member: $15,000; Nom/Gov member: $10,000; Chair retainers: Audit $35,000; Comp $25,000; Nom/Gov $25,000 |
Employment & Contracts (Director)
| Item | Detail |
|---|---|
| Indemnification | Company provides indemnification agreements to directors and officers; advances expenses; maintains D&O insurance |
| Securities trading policy | Prohibits insider trading, hedging, and pledging (with limited pre‑approved exceptions) |
Say‑on‑Pay & Shareholder Feedback
Not specifically disclosed for directors; company‑wide clawback and stock ownership guidelines provide structural alignment features .
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Composition | Independent directors; Coleman (Chair), Acharia, Rollé |
| Scope | CEO and executive comp approval; non‑employee director comp oversight; incentive plans and 401(k) administration; stock ownership guidelines; clawback policy administration |
| Consultant conflicts | Not disclosed; committee charter provides oversight for compensation‑related risk |
Equity Plan Governance
| Item | Detail |
|---|---|
| 2021 Equity Incentive Plan | Good‑practice features: independent administration; no discounted options/SARs; ≤10‑year terms; limited transferability; double‑trigger for employees; clawback; no tax gross‑ups |
| Change‑of‑control | Director awards accelerate prior to consummation |
Attendance at Annual Meetings
- 2024 annual meeting: all but one director in attendance (Coleman attendance not singled out negatively) .
Special Notes
- Reverse stock split: Company effected a 1‑for‑4 reverse split on May 6, 2024; all share counts in 2025 proxy are post‑split .