John Jeffry Louis III
USA TODAY Co.About John Jeffry Louis III
Independent director of Gannett Co., Inc. (GCI), age 62, serving on the Board since November 2019 and currently Chair of the Compensation Committee. Former chairman and director of Legacy Gannett (June 2015–November 2019) and prior director of TEGNA, Inc. (October 2006–June 2015). Co‑founder and former Chairman of Parson Capital Corporation (1992–2007); described by GCI as having strong financial expertise from founding, building, and investing in companies, plus entrepreneurial background. Current roles include director at The Olayan Group and S.C. Johnson & Son, Chair of Net Purpose Ltd., and Life Trustee of Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Gannett | Director; Chairman of the Board | Jun 2015–Nov 2019 | Led board prior to merger with current Gannett |
| TEGNA, Inc. | Director | Oct 2006–Jun 2015 | Parent of Legacy Gannett; board experience at a public media company |
| Parson Capital Corporation | Co‑Founder; Chairman | 1992–2007 | Private equity/venture capital; founded, built, and invested in companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Olayan Group | Director | Current | Global investment group |
| S.C. Johnson & Son, Inc. | Director | Current | Consumer products company |
| Net Purpose Ltd. | Chair of the Board | Current | Impact/ESG‑oriented platform |
| Northwestern University | Life Trustee | Current | Governance role at major academic institution |
Board Governance
- Committee assignments (current): Compensation Committee (Chair), Nominating & Corporate Governance Committee (Member), Share Repurchase Committee (Member) .
- Independence: Board determined Louis is independent under NYSE standards (Sections 303A.01 and 303A.02) .
- Attendance: In 2024 the Board met 8 times; Audit 5; Compensation 4; Nominating & Corporate Governance 4; Transformation 4; each director attended at least 75% of meetings of the Board and committees on which they served .
- Lead Independent Director: Kevin M. Sheehan (since May 2019); provides independent leadership and investor access .
- Executive sessions: Non‑management directors hold regular executive sessions; presiding director rotates among chairs of NGC, Audit, and Compensation (when present) .
- Anti‑hedging/pledging and trading plan oversight: Company prohibits hedging and pledging of Company stock; 10b5‑1 trading plans require pre‑clearance .
- Compensation Committee process: Uses independent consultant (Meridian) for executive and director pay benchmarking and design; also oversees clawback policies adopted in 2023 and 2024 .
Fixed Compensation (Director)
| Component | Amount/Detail | 2024 Grant Mechanics |
|---|---|---|
| Annual cash retainer | $100,000 | Louis elected to receive retainer in stock rather than cash . Shares issued: 10,245 (3/31/24), 5,422 (6/30/24), 4,448 (9/30/24), 4,940 (12/31/24) . |
| Committee chair fee | $20,000 | In 2024, Compensation Committee chair fee was paid to Theodore P. Janulis (then chair), not Louis; Louis became Chair by 2025 per committee table . |
| Annual director stock grant | $125,000 | 30,864 shares of common stock granted on June 4, 2024 (value based on $4.05 closing price) . |
| Total 2024 director comp (reported) | $225,000 | Fees Earned or Paid in Cash: $100,000; Stock Awards: $125,000; Total: $225,000 . |
Performance Compensation
- No performance-based compensation disclosed for non-employee directors; annual equity grants are fixed-value share awards (not PSUs/CPUs/options) .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| TEGNA, Inc. | Prior | Director | Public company media experience; potential network ties but no interlocks disclosed . |
| Legacy Gannett | Prior | Chairman; Director | Predecessor to current Gannett; governance continuity . |
- Compensation Committee interlocks: None in 2024; no insider participation on the Compensation Committee in 2024 .
Expertise & Qualifications
- Financial expertise and entrepreneurial background from leading Parson Capital; experience founding, building, and investing in companies; board leadership across media and consumer sectors .
- Brings perspective on value creation and governance; recognized by GCI as providing a “valuable perspective” to the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| John Jeffry Louis III | 610,838 | <1% | Includes (i) 9,873 shares in John Jeffry Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis; (ii) 3,478 shares in John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill; (iii) 13,471 shares in Martial Trust U/A John J. Louis, Jr. Trust . |
- Director stock ownership guidelines: Non‑employee directors must hold stock equal to 3x annual cash retainer; 50% of net shares from vesting/exercise must be held until guideline met; all non‑employee directors were in compliance as of January 1, 2025 .
- Hedging and pledging: Prohibited for directors under insider trading policy .
Governance Assessment
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Strengths
- Independent director and current Chair of Compensation Committee; independence formally affirmed by Board .
- Strong alignment signals: elected to receive 2024 cash retainer in stock; meaningful beneficial ownership; complies with director ownership guidelines .
- Robust governance policies: clawback frameworks (erroneous awards; detrimental conduct), anti‑hedging/pledging, regular executive sessions, and use of independent pay consultant .
- Board engagement and attendance: each director ≥75% meeting attendance; say‑on‑pay support ~98% in 2024 indicates investor confidence in comp oversight (context for his committee leadership) .
-
Potential Risks / RED FLAGS
- No related‑party transactions disclosed since Jan 1, 2024 (positive); continued monitoring warranted given external roles, but policy oversight in place .
- Service on Share Repurchase Committee requires careful oversight to avoid timing optics; no 2024 meetings occurred (committee did not meet), mitigating immediate risk .
- Prior leadership at Legacy Gannett and ties to media networks may create perception of interlocks, but Company reports no Compensation Committee interlocks or insider participation in 2024 .
-
Implications
- Chairing Compensation Committee positions Louis at the center of pay‑for‑performance alignment; high say‑on‑pay support and robust clawback policies support investor confidence .
- His election to take cash retainer in shares, coupled with guideline compliance and anti‑hedging/pledging, enhances skin‑in‑the‑game alignment .
- No related‑party transactions and affirmed independence reduce conflict risk .