Laurence Tarica
USA TODAY Co.About Laurence Tarica
Independent director of Gannett Co., Inc. (GCI); former President & COO of Jimlar Corporation (Li & Fung Group), a footwear designer/distributor. Age 75; serving on GCI’s board since January 2014, with deep operating experience across sales/marketing and the development of digital services and social media strategy. The board waived its general retirement-age policy to nominate him for re‑election at the 2025 annual meeting, signaling continuity and valued experience. Independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jimlar Corporation (Li & Fung Group) | President & Chief Operating Officer | Mar 1991 – Dec 2014 | Led operations; experience in sales/marketing and developed digital services/social media strategy. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D’Addario & Company | Director | Not disclosed | Manufacturer of musical instrument accessories; business experience signal. |
| New York Mets | Advisory Board Member | Until Nov 2020 | Advisory capacity; ended 2020. |
Board Governance
- Independence: The board determined Mr. Tarica is independent under NYSE listing standards.
- Committee assignments (current): Audit Committee (member), Nominating & Corporate Governance Committee (member), Transformation Committee (member), Share Repurchase Committee (member).
- Chair history: Received chair fee in 2024 for Nominating & Corporate Governance Committee, indicating prior chair role; current 2025 NGC Chair is Barbara W. Wall.
- Meetings and attendance: 2024 Board met 8 times; Audit 5, Compensation 4, Nominating & Corporate Governance 4, Transformation 4; Share Repurchase Committee did not meet. Each director attended at least 75% of Board/committee meetings. Executive sessions of non-management directors occur regularly.
| Committee (2025) | Role |
|---|---|
| Audit Committee | Member |
| Nominating & Corporate Governance Committee | Member |
| Transformation Committee | Member |
| Share Repurchase Committee | Member |
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Chair Fee ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 100,000 | 20,000 (NGC Chair) | 120,000 |
Performance Compensation (Director)
| Grant Date | Instrument | Shares / Units | Grant Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024-06-04 | Annual stock grant | 30,864 | 125,000 | Not performance-based; director equity grant (value determined at $4.05/share on grant date). |
Director equity at GCI is delivered as annual stock grants, not PSUs/options; no performance metrics apply to director equity.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks/Conflict |
|---|---|---|---|
| D’Addario & Company | Private | Director | No disclosed transactions with GCI; sector unrelated to GCI’s media operations. |
| New York Mets | Private | Advisory Board (ended 2020) | No disclosed conflicts; tenure ended. |
Expertise & Qualifications
- Multi-decade operator with leadership across sales/marketing, digital services, and social media strategy; footwear/apparel supply-chain exposure.
- Independent governance experience across multiple GCI committees (Audit, NGC, Transformation, SRC).
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % of Outstanding | Pledging/Hedging | Ownership Guidelines (3x cash retainer) | Compliance Status |
|---|---|---|---|---|---|
| 2025-04-08 | 1,089,663 | <1% | Company policy prohibits hedging and pledging by directors. | Directors required to hold stock equal to 3x annual cash retainer. | All non-employee directors were in compliance as of Jan 1, 2025. |
Governance Assessment
- Board effectiveness and engagement: Service across key committees (Audit, NGC, Transformation, SRC) supports broad oversight; historical chair role in NGC indicates prior leadership in board composition and governance. Attendance thresholds were met at the board level.
- Independence and alignment: Confirmed independent; meaningful personal share ownership; compliance with director ownership guidelines; hedging/pledging prohibited—positive alignment signals.
- Compensation structure: Director pay mix balanced—cash retainer plus stock grant; no options or performance-linked director equity, consistent with prevailing governance practice. 2024 cash $120,000 and equity $125,000 (30,864 shares).
- Potential conflicts/related-party: No related-party transactions >$120,000 since Jan 1, 2024. No disclosed pledging/loans; insider trading policy in place.
- Board refreshment: Retirement-age waiver to re-nominate Mr. Tarica reflects board’s valuation of his experience; investors may weigh this against refreshment objectives, but governance proposals (e.g., eliminating supermajority provisions, majority voting) indicate stronger shareholder-rights posture.
- Shareholder signals: 2024 say‑on‑pay approved ~98%, supportive of compensation governance; SRC did not meet in 2024 (limited buyback activity), aligning with capital-structure priorities.
Red flags
- None disclosed specific to Mr. Tarica: no related-party transactions, no pledging/hedging, no attendance shortfalls indicated. The retirement-age policy waiver is a governance consideration rather than a red flag; monitor future refreshment actions.