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Debra A. Sandler

Director at USA TODAY Co.USA TODAY Co.
Board

About Debra A. Sandler

Debra A. Sandler (age 65) is an independent director of Gannett Co., Inc. (GCI) who has served on the Board since November 2019. She is President and CEO of La Grenade Group, LLC (founded 2015) and previously held senior operating and marketing roles at Mars, Inc., Johnson & Johnson, and PepsiCo. Her board tenure, independence, and deep CPG operating background position her as an experienced voice on marketing, consumer growth, and governance matters at GCI .

Past Roles

OrganizationRoleTenureCommittees/Impact
Mars, Inc.Chief Health and Wellbeing OfficerJul 2014 – Jun 2015Senior leadership across health and wellbeing for a global CPG enterprise
Mars Chocolate North AmericaPresidentApr 2012 – Jul 2014Led the NA chocolate business; operating and P&L experience
Mars Chocolate North AmericaChief Consumer OfficerNov 2009 – Mar 2012Consumer/marketing leadership roles
Johnson & JohnsonVarious leadership roles~10 years (prior to Mars)Brand/marketing leadership across healthcare categories
PepsiCoVarious roles~13 years (earlier career)Brand and commercial leadership
La Grenade Group, LLCPresident & CEO (founder)2015 – presentAdvises clients on marketing innovation/business development

External Roles

OrganizationRoleNotes
Keurig Dr Pepper Inc. (Nasdaq: KDP)DirectorCurrent public company board service
Dollar General Corporation (NYSE: DG)DirectorCurrent public company board service
Archer-Daniels-Midland (NYSE: ADM)DirectorCurrent public company board service
Pharmavite, LLCBoard of Executive ManagersSince 2017 (private company)
Hofstra UniversityTrusteeNon-profit governance role
Executive Leadership CouncilMemberProfessional leadership organization
Latino Corporate Directors AssociationDirectorDisclosed in 2024 proxy

Board Governance

Attribute2025 Status2024 StatusNotes
IndependenceIndependentIndependentBoard determined Sandler is independent under NYSE rules
CommitteesCompensation (member), Nominating & Corporate Governance (member), Transformation (member)Nominating & Corporate Governance (member), Transformation (Chair)Committee matrix and chairs per proxy year
Chair rolesNoneTransformation Committee ChairChair fee reflected in director comp
Attendance≥75%≥75%Each director attended at least 75% of Board/committee meetings in 2024 and 2023
Lead Independent DirectorKevin M. SheehanKevin M. SheehanLead Director fee disclosed ($40,000)
Executive sessionsYesYesBoard/committees hold sessions without management

Fixed Compensation

YearAnnual Cash Retainer ($)Committee Chair Fee ($)Lead Director Fee ($)Total Cash Fees ($)Notes
2024100,00020,000120,000Chair fee reflects Sandler’s role as Transformation Committee Chair
2023100,00020,000120,000Same structure as 2024; paid in cash

Performance Compensation

YearInstrumentGrant DateGrant-Date Fair Value ($)Shares GrantedGrant Basis
2024Annual stock grant (common shares)Jun 4, 2024125,00030,864$125,000 value divided by $4.05 close on grant date
2023Annual stock grant (common shares)Jun 2, 2023125,00055,555$125,000 value divided by $2.25 close on grant date
  • No performance metrics (e.g., EBITDA/TSR) are tied to director equity grants; awards are fixed-value annual stock grants to align director incentives with shareholders .

Other Directorships & Interlocks

CompanyPotential Interlock/ConflictEvidence
KDP, DG, ADMNo compensation committee interlocks at GCI in 2024Proxy discloses no Compensation Committee interlocks or insider participation in 2024
Related-party transactionsNot specifically disclosed for SandlerCompany outlines related-persons review policy; section does not list a Sandler-related transaction

Expertise & Qualifications

  • Proven consumer/brand operator with >20 years in CPG across Mars, J&J, PepsiCo; strong marketing and operating credentials .
  • Board experience at multiple large-cap public companies (KDP, DG, ADM) offering broad perspective on growth, supply chain, and consumer channels .
  • Governance experience (trustee roles; industry councils) supports board oversight and stakeholder engagement .

Equity Ownership

HolderBeneficial Ownership (Shares)% of OutstandingAs-ofShares Outstanding
Debra A. Sandler224,225<1%Apr 8, 2025146,435,731
Director Ownership Guideline3x annual cash retainer (non-employee directors)All non-employee directors in compliance as of Jan 1, 2025Jan 1, 2025
Hedging/PledgingProhibited for directorsPolicy bans hedging and pledging of Company securitiesPolicy disclosure

Governance Assessment

  • Strengths

    • Independence, attendance at or above the 75% threshold, and multi-committee service indicate solid engagement .
    • Pay structure is balanced: fixed cash plus fixed-value equity; equity aligns with shareholders; ownership guidelines met (3x retainer) .
    • No compensation committee interlocks or insider participation; hedging/pledging prohibited—favorable alignment and risk posture .
  • Watch items

    • Multiple external public boards (KDP, DG, ADM) increase time commitments; however, GCI disclosure shows she met attendance thresholds in 2024 and prior year .
    • Committee leadership transition: Sandler chaired Transformation Committee in 2024 but is not a chair in 2025; monitor committee composition changes and influence on transformation oversight .
  • Signals to investors

    • Director equity grants at transparent fixed values (with share counts disclosed) and compliance with ownership guidelines support alignment with long-term value creation .
    • Broader governance initiatives (majority voting proposal; elimination of supermajority provisions) reflect ongoing responsiveness to shareholder governance preferences, albeit board-wide rather than director-specific .