Jeffrey M. Johnson
About Jeffrey M. Johnson
Jeffrey M. Johnson is President of DallasNews Corporation and a director since the September 24, 2025 closing of the Hearst acquisition; he signed the post-close Form 8‑K as President and is one of two directors listed in the amended certificate of formation . Prior to the acquisition, he served as President of Hearst Media West, LLC and as Senior Vice President of Hearst Communications, Inc., executing the merger agreement and subsequent amendments on Hearst’s behalf . He joined the DALN board concurrent with the go‑private transaction; DALN ceased public trading at $16.50 per share cash consideration funded with approximately $88.3 million in cash from Hearst . Education, age, and prior biographical details are not disclosed in DALN filings.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hearst Media West, LLC | President | 2025 (at least, as signatory) | Led acquirer side, executed the Agreement and Plan of Merger and amendments with DALN . |
| Hearst Communications, Inc. | Senior Vice President | 2025 (as signatory) | Signed guaranty for Parent/Merger Sub obligations under Section 9.17, reinforcing deal certainty . |
| DallasNews Corporation | Director and President | Appointed at close (Sep 24, 2025) | Installed as director and officer post‑merger; now one of two directors of private DALN . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hearst Media West, LLC | President | 2025 | Corporate parent of DALN; acquisition vehicle . |
| Hearst Communications, Inc. | Senior Vice President | 2025 | Corporate guarantor for DALN merger obligations . |
Fixed Compensation
- Not disclosed. No DALN filings provide Johnson’s base salary, target bonus or director cash retainer post‑merger; DALN became a wholly‑owned subsidiary of Hearst on September 24, 2025 .
Performance Compensation
- Not disclosed. No DALN filings provide Johnson’s incentive metrics, equity awards, vesting schedules, or pay mix post‑merger .
Equity Ownership & Alignment
- DALN is now private and wholly owned by Hearst Media West, LLC; the amended certificate authorizes 1,000 common shares with two directors (Johnson, Reinhardt). Individual executive equity holdings in DALN are not disclosed .
- Pre‑merger DALN had no outstanding options, warrants or rights and 1,000,000 shares remaining available under its equity plan (context; not Johnson‑specific) .
- Hedging policy (pre‑merger): DALN prohibited director/officer hedging without prior approval; post‑merger policies not disclosed .
Employment Terms
- Appointment and tenure: Johnson was appointed as a director and officer of DALN at the Effective Time of the merger (September 24, 2025) .
- Indemnification and D&O protections: The post‑merger bylaws provide broad indemnification/advancement and reference six‑year continuation of exculpation/indemnification provisions for covered persons per Merger Agreement Section 6.6, embedded in bylaws Section 6.12 .
- Contract terms, severance, change‑of‑control for Johnson: Not disclosed in DALN filings. (Retention/change‑of‑control economics were disclosed for Moise/Murray; none for Johnson) .
Performance & Track Record
- Transaction execution: Johnson, as Hearst Media West President and Hearst SVP, signed the Merger Agreement (initial $14.00 per share), its First Amendment, and Second Amendment increasing consideration to $16.50 per share; deal closed September 24, 2025 .
- Company performance context (pre‑merger, DALN public):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Initial $100 investment) | $108 | $137 | $239 |
| Net Income (Loss) ($) | (9,786,000) | (7,112,000) | 131,000 |
Board Governance
- Board service history: Johnson appointed September 24, 2025; current board has two directors (Johnson and Suzanne Reinhardt) per the amended certificate .
- Committees: Post‑merger bylaws permit committee formation, but committee assignments are not disclosed; pre‑merger DALN operated Audit, Compensation & Management Development, and Nominating & Corporate Governance with independent chairs (not applicable post‑merger) .
- Dual‑role implications: Johnson is both President and director of DALN; with a two‑member board, independence constraints and concentration of control by the acquirer are elevated compared with pre‑merger governance where an independent chair led a larger board .
Director Compensation
- Not disclosed. No post‑merger director compensation schedule for Johnson is provided. Pre‑merger non‑employee director retainer data do not apply to Johnson’s current role .
Other Directorships & Interlocks
- Corporate interlocks: Concurrent roles at Hearst Media West (Parent) and Hearst Communications (Guarantor) create acquirer‑subsidiary interlocks, consistent with post‑acquisition control structures .
Compensation Structure Analysis
- Not disclosed for Johnson post‑merger; therefore, no analysis of cash vs equity mix, metric weighting shifts, or option repricing can be made .
Related Party Transactions
- The merger itself established a related‑party control relationship (DALN now wholly owned by Hearst Media West). Specific transactions involving Johnson personally are not disclosed .
Risk Indicators & Red Flags
- Governance concentration: Two‑director board with an executive director (Johnson) implies reduced independent oversight versus pre‑merger governance; committee composition undisclosed .
- Policy continuity: Bylaws embed D&O indemnification continuation for six years, standard for go‑privates, but no disclosure of clawback/hedging policies post‑merger .
- Trading signals: DALN shares ceased trading September 24, 2025; public market trading signals are no longer applicable .
Compensation Peer Group / Say‑on‑Pay / Shareholder Feedback
- Not applicable post‑merger; DALN is private, and there is no ongoing say‑on‑pay or peer group disclosure for Johnson .
Expertise & Qualifications
- Corporate execution and deal leadership: Signatory authority for Parent and Guarantor on DALN’s merger agreements indicates senior executive capability in transactions and integration .
- Education and certifications: Not disclosed.
Work History & Career Trajectory
| Organization | Role | Tenure | Notable activities |
|---|---|---|---|
| Hearst Media West, LLC | President | 2025 | Executed merger and amendments with DALN . |
| Hearst Communications, Inc. | Senior Vice President | 2025 | Signed Parent/Guarantor obligations under merger guaranty . |
| DallasNews Corporation | President; Director | Since Sep 24, 2025 | Appointed at close; signed DALN Form 8‑K as President . |
Compensation Committee Analysis
- Post‑merger committee structures or use of independent consultants are not disclosed; pre‑merger DALN’s Compensation & Management Development Committee chaired by Louis E. Caldera is not applicable to Johnson’s current governance environment .
Investment Implications
- Alignment: With DALN now privately held by Hearst and Johnson serving concurrently as President and director, strategic decisions are aligned with the parent; executive compensation and equity alignment are opaque, limiting external assessment .
- Governance risk: Concentrated board (two members) and dual‑role structure reduce independence; portfolio managers should not expect public‑grade disclosures on compensation, ownership or committee oversight going forward .
- Trading: DALN is no longer publicly traded; any prior signals tied to executive actions are moot post‑close; exposure is indirect through Hearst corporate performance, which is private .