Fehmi Zeko

About Fehmi Zeko

Independent director of Entravision Communications (EVC) since May 2019. Age 66 as of April 17, 2025. Former senior investment banker across TMT with Bank of America Merrill Lynch (Vice Chairman, Global TMT IB), Macquarie Capital (Senior MD/Group Head NA and Global Chairman TMET), Foros Group (Vice Chair & Co‑founder), with prior senior roles at Deutsche Bank and Citigroup. He holds BBA and MBA degrees in Finance from Texas Christian University’s Neeley School of Business. Current external roles include Co‑Founder & Managing Partner of MC Strategic Advisors LLC and General Partner at Great Point Studios; he also serves on the Yonkers Public Schools Foundation for Education board and the Miami City Ballet board of trustees .

Past Roles

External Roles

Board Governance

• Independence: Board has affirmatively determined Mr. Zeko is independent under NYSE standards; no material relationship with EVC other than as a director .
• Committee assignments (2024 activity unless noted):
  • Audit Committee member; Audit met 4 times and acted by written consent twice in 2024 .
  • Special Committee chair constituted in Feb 2023 to assist management following founder/CEO transition; committee was suspended in July 2024 .
• Attendance and engagement:
  • The Board held 8 meetings and acted by written consent 8 times during 2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
  • Non‑management directors met in executive session; independent lead director presided (lead director role held by Paul Zevnik in 2024) .

Fixed Compensation

• Policy framework (non‑employee directors; pro‑rated if partial year). Cash retainers paid on annual meeting date; Special Committee retainers not paid in 2024 due to suspension .

• Actual director pay to Mr. Zeko:

Performance Compensation

• Structure: Annual equity retainer in RSUs with grant‑date value of $155,000; RSUs vest on the earlier of first anniversary of grant or the business day before the next annual meeting; directors joining off‑cycle receive pro‑rated RSUs. Shares underlying RSUs are distributed upon service termination (except for a specific election by another director in 2024); no Special Committee cash in 2024 due to suspension .

• Outstanding as of Dec 31, 2024: 71,100 RSUs; no stock options .

Note: Director equity awards are time‑based; no performance metrics (e.g., TSR, EBITDA) apply to non‑employee director compensation under the current policy .

Other Directorships & Interlocks

The Board’s independence disclosure limits public company board service to no more than three other public boards absent prior approval; no director currently exceeds that limit .

Expertise & Qualifications

• Deep financial and strategic expertise from leadership roles at global financial institutions and extensive media investment banking experience; contributes insight into financial, global, and strategic matters and industry knowledge relevant to EVC .
• TCU Neeley School BBA/MBA in Finance; long-tenured TMT banking coverage across investment banks and advisory boutiques .
• Experience leading special transition committee during founder/CEO succession period (committee suspended July 2024 after transition) .

Equity Ownership

Additional alignment policies and status:

• Director Stock Ownership Guidelines: Minimum holding equal to 4x the regular annual cash retainer; includes beneficially owned shares, RSUs/RS, and vested unexercised options. Compliance measured annually after March 31; committee discretion for hardship exceptions .
• Anti‑hedging and anti‑pledging: Directors are prohibited from short‑selling, hedging, pledging, or using derivative transactions in Entravision securities .

As of Dec 31, 2024, Mr. Zeko held 71,100 RSUs outstanding; no options reported .

Governance Assessment

Strengths and signals for investors:

• Independence affirmed; member of Audit Committee, which oversees financial reporting, auditor engagement, and related‑party transaction approvals; committee met 4 times in 2024 with 2 written consents .
• Board/process discipline: 8 Board meetings and 8 written consents in 2024; all incumbents met ≥75% attendance; non‑management executive sessions held with an independent lead director .
• Transition leadership: Chaired Special Committee during a critical management transition following the founder/CEO’s death; committee suspended July 2024 once transition needs abated .
• Shareholder support: In the May 30, 2024 election, Mr. Zeko received 56,003,166 votes FOR vs. 7,864,721 WITHHELD (broker non‑votes 8,145,749) .

Watch items:

• Low direct economic ownership (<1% beneficially owned per 2025 table), though director guidelines require 4x retainer holdings and allow inclusion of RSUs; firm prohibits pledging/hedging which mitigates alignment risk .
• Director equity is time‑based RSUs (no performance linkage), which is common for independent directors but offers limited pay‑for‑performance sensitivity relative to performance‑vested equity .

Policy safeguards:

• Robust Related Party Transaction Policy with Audit Committee approval and recusals for interested directors; Audit Committee explicitly responsible for reviewing and approving all related party transactions .

Appendix: Director Compensation Details (Reference)