Maha Al-Emam
USA TODAY Co.About Maha Al-Emam
Maha Al-Emam, age 49, is a digital product leader with extensive media and technology experience. She joined Gannett’s board in June 2024 as an independent director, bringing expertise in omni-channel product leadership and digital transformation, including advisory work at Warner Bros. Discovery and senior product roles at Apple Retail Worldwide, NBCUniversal, Bloomberg, and The Wall Street Journal Digital Network .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Bros. Discovery (Nasdaq: WBD) | Advisor, Global Brand Franchise | Feb 2023 – Sep 2023 | Strategic brand and product advisory |
| Apple Retail Worldwide (Nasdaq: AAPL) | Managing Director, Digital Strategy & Product | Oct 2015 – Jul 2022 | Led digital product for omni-channel transformation |
| NBCUniversal Media, LLC | Senior Product leader (joined Sept 2013) | From Sep 2013 | Digital media product leadership |
| Bloomberg LP | Chief Product Officer | Sep 2011 – Apr 2013 | Product leadership in finance/media software |
| WSJ Digital Network | Global Director, International Markets Technology | Jun 2009 – Sep 2011 | Global technology for digital news network |
External Roles
| Organization | Role | Status |
|---|---|---|
| Public company directorships | — | Not disclosed in proxy |
| Private/non-profit/academic boards | — | Not disclosed in proxy |
Board Governance
- Independence: Determined independent under NYSE standards; Board committees (Audit, Nominating & Corporate Governance, Compensation) are fully independent .
- Committee assignments: Audit Committee (member); Transformation Committee (member). Not a committee chair .
- Audit Committee oversight: Committee oversees financial reporting, auditor independence; She serves alongside members including the Audit Committee Chair (Kevin Sheehan, Audit Committee Financial Expert) .
- Meetings and attendance: 2024 Board met 8 times; Audit (5), Compensation (4), Nominating (4), Transformation (4); each then-serving director attended at least 75% of Board and committee meetings on which they served .
- Stock ownership guidelines: Directors must hold stock equal to 3x the annual cash retainer; all non-employee directors were in compliance as of Jan 1, 2025 .
- Hedging/pledging: Company prohibits hedging and pledging of company securities by directors and officers .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Pro-rated; standard annual retainer is $100,000 for non-employee directors |
| Committee chair fees | $0 | Chairs receive $20,000; she is not a chair |
| Lead Director fee | $0 | Lead Director receives $40,000; not applicable |
| Meeting fees | $0 | Not disclosed; directors reimbursed for reasonable expenses |
| Total cash | $50,000 | 2024 total cash compensation |
Performance Compensation
| Metric | Usage in Director Compensation | 2024 Detail |
|---|---|---|
| Performance-conditioned equity (PSUs/CPUs/Options) | Not used for directors | Non-employee directors received an annual stock grant; no performance metrics disclosed |
| Annual equity grant (stock) | $125,000 | Granted June 4, 2024; 30,864 shares based on $4.05 grant-date price |
2024 Director Total: $175,000 ($50,000 cash + $125,000 stock) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024; no insider participation on Compensation Committee .
- Shared directorships with competitors/suppliers/customers: Not disclosed .
Expertise & Qualifications
- Digital product and transformation expertise across media and technology; leadership in omni-channel and digital-first environments; brings skills aligned to Gannett’s digital transformation strategy and Transformation Committee mandate .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Maha Al-Emam | 30,864 | <1% |
- Ownership guidelines: Directors must hold stock equal to 3x annual cash retainer; all non-employee directors were compliant as of Jan 1, 2025 .
- Pledging/hedging: Prohibited by insider trading policy .
Governance Assessment
- Alignment and independence: Independent director with relevant digital transformation expertise; committee roles (Audit and Transformation) support oversight of financial reporting and strategic shift, enhancing board effectiveness .
- Engagement: Board and committee activity were robust in 2024 (Board 8; Audit 5; Transformation 4); at least 75% attendance threshold met by all then-serving directors, indicating baseline engagement; individual attendance rates not disclosed .
- Pay and ownership alignment: Balanced director pay mix (cash + stock) with stock ownership requirements; 2024 stock grant aligns incentives without performance-conditioned equity that can obscure accountability .
- Conflicts and related-party exposure: No related-person transactions >$120k since Jan 1, 2024; strong prohibitions on hedging/pledging reduce misalignment risk .
- Shareholder signals: Say-on-pay approval ~98% in 2024 suggests broad investor support for compensation governance; board again proposed majority voting in uncontested elections and removal of supermajority provisions to increase accountability, indicating responsiveness to governance best practices .
RED FLAGS
- None disclosed specific to Maha Al-Emam: no related-party transactions, hedging/pledging prohibited, and no compensation committee interlocks .
Contextual Signals for Investor Confidence
- Board pursuing majority voting and elimination of supermajority thresholds reflects movement toward stronger shareholder rights and board accountability .
- Audit oversight and presence of an SEC-defined Audit Committee Financial Expert (chair) strengthen financial governance; Al-Emam’s Audit membership complements her digital/operator background .