Kevin M. Sheehan
USA TODAY Co.About Kevin M. Sheehan
Kevin M. Sheehan (age 71) is Gannett’s Lead Independent Director, serving on the Board since November 2013 and as Lead Director since May 2019. He is a Certified Public Accountant and qualifies as an SEC “Audit Committee Financial Expert.” He is currently Chairman and Interim CEO of Dave & Buster’s (Nasdaq: PLAY), and previously served as CEO/President of Scientific Games; his background spans CEO/CFO roles at large corporations and board service at multiple public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dave & Buster’s, Inc. (PLAY) | Chairman (since Apr 2021); Interim CEO (Dec 2024–present; previously Oct 2021–Jun 2022) | 2021–present | Board chair and interim chief executive responsibilities |
| Scientific Games Corporation | CEO & President; Director | CEO Aug 2016–Jun 2018; Director Aug 2016–Sep 2018 | Led a diversified gaming technology company |
| Navistar, Inc. (NAV) | Director | Oct 2018–Jun 2021 | Board service at commercial vehicle maker |
| Hertz Global Holdings, Inc. (HRI) and The Hertz Corporation | Director | Aug 2018–Jul 2021 | Board service at vehicle rental company |
| Adelphi University | John J. Phelan, Jr. Distinguished Visiting Professor of Business (full-time) | Feb 2015–Aug 2016 | Academic appointment |
External Roles
| Organization | Role | Since/Through | Notes/Committees |
|---|---|---|---|
| Dave & Buster’s, Inc. (PLAY) | Chairman; Interim CEO | Chairman since Apr 2021; Interim CEO since Dec 2024 (also Oct 2021–Jun 2022) | Public company leadership concurrent with GCI board service |
Board Governance
- Independence: The Board determined Sheehan is independent under NYSE standards; only the CEO (Reed) is non‑independent .
- Lead Independent Director: As Lead Director, responsibilities include calling meetings of non‑management directors and being available for investor consultation, elected annually by the Board .
- Committee assignments (2024–2025):
- Audit Committee: Chair; designated “Audit Committee Financial Expert” by the Board .
- Compensation Committee: Member .
- Share Repurchase Committee: Chair .
- Meetings/attendance: Board met 8x in 2024; Audit 5x; Compensation 4x; Transformation 4x (Share Repurchase did not meet). All then‑serving directors attended at least 75% of their Board and committee meetings; four directors attended the 2024 annual meeting .
| Committee | Role |
|---|---|
| Audit | Chair; Financial Expert |
| Compensation | Member |
| Nominating & Corporate Governance | Not a member |
| Transformation | Not a member |
| Share Repurchase | Chair |
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer |
| Lead Director fee | $40,000 | Additional annual fee for Lead Director |
| Committee Chair fee(s) | $20,000 | Audit Committee chair; Share Repurchase Committee carries no separate listed fee; total cash for Sheehan = $160,000 |
| Equity grant (annual) | $125,000 | Granted June 4, 2024 as 30,864 shares ($125,000 / $4.05) |
| Total (cash + equity) | $285,000 | Fees earned/paid in cash $160,000; stock awards $125,000 |
- Director stock ownership guideline: 3x annual cash retainer; all non‑employee directors were in compliance as of Jan 1, 2025 .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors .
Performance Compensation (Director)
| Feature | Status | Details |
|---|---|---|
| Performance-based director pay | Not used | 2024 director comp comprised cash retainers/fees and a fixed‑value annual stock grant; no performance metrics tied to director equity |
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Notes |
|---|---|---|---|
| Dave & Buster’s, Inc. (PLAY) | Chairman; Interim CEO | 2021–present | Active outside public company role |
| Navistar, Inc. (NAV) | Director | 2018–2021 | Prior public board |
| Hertz Global Holdings, Inc. (HRI) | Director | 2018–2021 | Prior public board |
- Compensation Committee interlocks: None in 2024 (no executive of GCI served on another company’s comp committee where that company’s executive served on GCI’s Compensation Committee) .
- Related‑party transactions: None >$120,000 involving related persons since Jan 1, 2024; none proposed .
Expertise & Qualifications
- Financial expertise: CPA; designated Audit Committee Financial Expert; CEO/CFO experience at large corporations .
- Governance and oversight: Lead Independent Director since 2019 with responsibilities for independent board leadership and investor availability .
- Industry breadth: Executive leadership across entertainment/hospitality (Dave & Buster’s), gaming technology (Scientific Games), and prior board roles in industrials and mobility (Navistar, Hertz) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kevin M. Sheehan | 187,530 | * (<1%) | Beneficial ownership as of Apr 8, 2025; aggregate 146,435,731 shares outstanding |
| Pledging/Hedging | — | — | Prohibited by company policy for directors |
| Director ownership guideline | 3x cash retainer | — | All non‑employee directors in compliance as of Jan 1, 2025 |
Governance Assessment
-
Strengths
- Independent Lead Director with explicit responsibilities; chairs Audit and Share Repurchase; member of Compensation—providing strong independent oversight .
- Audit Committee Financial Expert credential plus CPA supports robust financial reporting oversight .
- Attendance: Board/committees met regularly in 2024 and all directors met the 75% attendance threshold .
- Alignment mechanisms: annual fixed‑value equity grant to directors; director stock ownership guidelines (3x retainer) with full compliance; anti‑hedging/pledging policy .
- No related‑party transactions involving directors; no Compensation Committee interlocks in 2024 .
- Shareholder responsiveness: Board re‑proposing majority voting and elimination of supermajority provisions after strong prior support (over 99% of shares voted, though not 80% of outstanding) .
- Broader governance signals: 2024 say‑on‑pay support ≈98%, indicating investor support for pay program design .
-
Watch items / potential risk indicators
- Time‑commitment/overboarding risk: concurrently serving as Chairman and Interim CEO of a public company (PLAY) while chairing GCI’s Audit Committee and serving as Lead Director. While 2024 attendance thresholds were met, continued monitoring of meeting attendance and engagement is warranted .
- Concentration of oversight roles: Simultaneous Lead Director and Audit Chair roles centralize board influence; mitigated by independence and financial expertise but merits continued evaluation in annual board effectiveness reviews .
No evidence in the proxy of hedging/pledging, related‑party transactions, or attendance concerns specific to Mr. Sheehan; company‑wide policies and disclosures mitigate several alignment/conflict risks .
Notes on Company Governance Context (for investor confidence)
- Board/committee compositions are majority independent; AC/CC/NGC are entirely independent .
- Executive sessions of non‑management directors are held regularly; presiding director rotates among committee chairs .
- Clawback and detrimental‑conduct recoupment policies are in place (primarily executive‑focused but a positive tone for governance) .