Barbara W. Wall
USA TODAY Co.About Barbara W. Wall
Barbara W. Wall, age 70, is an independent director of Gannett Co., Inc. (GCI) serving since November 2019; she is the former Chief Legal Officer of Legacy Gannett (2015–2019) and served as interim Chief Operating Officer in 2019, bringing deep First Amendment and media law expertise to the board . She has taught media law at American University since 2007 and currently sits on the boards of The Freedom Forum and The News Media Alliance; recognitions include the Media Law Resource Center’s William J. Brennan, Jr. Defense of Freedom Award (2021), the American Bar Association’s Champion of Freedom Award (2020), and the Reporters Committee for Freedom of the Press’s First Amendment Award (2012) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Gannett | Chief Legal Officer | Jun 2015 – Nov 2019 | First Amendment, legal strategy, governance support |
| Legacy Gannett | Interim Chief Operating Officer | Mar 2019 – Nov 2019 | Operational leadership during transition |
| TEGNA, Inc. | Various roles | ~30 years | Long-tenured operating and legal leadership |
| American University School of Communications | Media Law Instructor | Since 2007 | Academic expertise in media law |
External Roles
| Organization | Role | Status |
|---|---|---|
| The Freedom Forum | Director | Current |
| The News Media Alliance | Director | Current |
Board Governance
- Independence: The Board determined Ms. Wall is independent under NYSE Sections 303A.01 and 303A.02; she has no material relationship with the Company .
- Committee assignments (current): Chair, Nominating & Corporate Governance Committee; Member, Transformation Committee .
- Attendance: In 2024, each serving director attended at least 75% of board and committee meetings; the Board met eight times. Audit (5x), Compensation (4x), Nominating & Corporate Governance (4x), Transformation (4x) .
- Lead Independent Director: Kevin M. Sheehan (Lead Director since 2019), providing independent board leadership; executive sessions of non‑management directors occur regularly with rotating presiders among committee chairs .
- Hedging/pledging: Company policy prohibits hedging, pledging, and margin accounts for directors; trading plans require pre‑clearance .
| Committee | Role | Notes |
|---|---|---|
| Nominating & Corporate Governance | Chair | Committee is fully independent; oversees board composition, governance, and director evaluation |
| Transformation | Member | Advises on digital transformation strategy |
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Chair Fees ($) | Equity Grant ($) | Equity Grant Details |
|---|---|---|---|---|
| 2024 | 100,000 | 0 (no chair fee in 2024) | 125,000 | 30,864 shares granted on Jun 4, 2024 at $4.05 closing price |
- Policy: Non‑employee directors receive $100,000 annual cash retainer; committee chairs receive an additional $20,000; Lead Director receives $40,000; annual stock grant valued at $125,000; reimbursements for reasonable meeting expenses .
- Note: Ms. Wall became Nominating & Corporate Governance Committee Chair in the current composition; 2024 reported fees reflect roles then in effect (no 2024 chair fee recorded for her) .
Performance Compensation
- Non‑employee director pay is not performance‑based; no options; annual equity is delivered as shares (not PSUs/RSUs), with no stated performance metrics or vesting schedules for director stock grants in 2024 .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| The Freedom Forum | Non‑profit | Director | Industry advocacy; no disclosed related‑party transactions |
| The News Media Alliance | Trade association | Director | Industry trade group; no disclosed related‑party transactions |
Expertise & Qualifications
- First Amendment/media law authority; extensive recognition including MLRC Brennan Award (2021), ABA Champion of Freedom (2020), RCFP First Amendment Award (2012) .
- Deep institutional knowledge of Legacy Gannett and operational experience from interim COO role .
- Academic and governance experience via long‑term teaching and external board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Guidelines | Compliance |
|---|---|---|---|---|
| Barbara W. Wall | 392,123 | <1% | 3x annual cash retainer for non‑employee directors | All non‑employee directors in compliance as of Jan 1, 2025 |
- No hedging or pledging permitted under insider trading policy; margin accounts prohibited .
- Company had 146,435,731 shares outstanding as of Apr 8, 2025; director and officer beneficial ownership reported in proxy .
Governance Assessment
- Strengths: Independent status; chair of Nominating & Corporate Governance Committee; regular executive sessions strengthen oversight; robust anti‑hedging/pledging policy; director stock ownership guidelines with confirmed compliance .
- Alignment: Director compensation combines cash retainer with meaningful annual stock grant, supporting ownership alignment; 2024 say‑on‑pay support of ~98% suggests investor acceptance of pay philosophy and oversight credibility .
- Engagement/Accountability: Board pursued stockholder‑friendly governance changes (majority voting; elimination of supermajority provisions), underscoring accountability focus even though adoption requires 80% of outstanding shares; prior votes saw >99% of voted shares in favor but failed due to turnout/threshold mechanics .
- Conflicts/Related Parties: No related‑party transactions reported since Jan 1, 2024; board committees (Audit, Compensation, Nominating) comprised entirely of independent directors, mitigating conflict risk .
- Attendance: Met the ≥75% attendance threshold in 2024 alongside peers; board met eight times with active committee cadence, indicating continued engagement .
RED FLAGS: None disclosed for pledging/hedging, related‑party transactions, or low attendance; director equity awards are straightforward (shares), with no options, repricing, or tax gross‑ups reported for directors .