Michael E. Reed

About Michael E. Reed

Michael E. Reed, 58, is Chairman, Chief Executive Officer, and President of Gannett Co., Inc. He has served as CEO and a director since November 2013 and as Chairman since May 2019 . Under Reed’s tenure, the company emphasizes digital transformation, deleveraging, and shareholder engagement; 2024 results included Total Digital Revenues of $1.1B (44% of total), Net loss attributable to Gannett of $26.4M, and Adjusted EBITDA of $273.2M . Pay-versus-performance data show GCI’s company TSR value of an initial $100 at $79.31 in 2024 versus $36.05 in 2023 .

Company performance context (fiscal years):

Past Roles

External Roles

Fixed Compensation

• Base salary (2024 approved rate): $900,000 .
• 2024 reported salary paid: $906,923 .
• Perquisites: Personal security for CEO and a supplemental payment to offset the incremental tax impact (i.e., a tax gross-up applied to this perquisite) .
• Director fees: Not applicable; as CEO, Reed receives no separate director compensation .

Multi‑year summary compensation (as reported):

Performance Compensation

Annual Bonus Plan (ABP) – 2024 design and outcome:

• Target bonus: 125% of salary ($1,125,000); payout range 0%–140% .
• Metrics and weighting: Company performance (Total Adjusted EBITDA and Total Revenue), Key Performance Drivers (segment KPIs), and individual performance .
• 2024 performance vs. goals and payout (CEO):
  • Total Adjusted EBITDA target $274.2M; result $273.2M → Company Performance Measure payout component: 91.8% .
  • Total Revenue target $2,602.5M; result $2,509.3M .
  • Key Performance Drivers average shortfalls; payout component 65.1% .
  • Individual performance achievement set to 100% then adjusted to 70% by committee discretion .
  • Overall payout: 79.7% of target → $896,091 .

Long-Term Incentives (2024 awards and performance):

• 2024 target LTI value: $3,000,000; 50% CPUs (cash performance units), 50% RSUs .
• 2024 RSUs vest one-third on each of the first, second, and third anniversaries of the 8/6/2024 grant date (settled in shares) .
• 2024 CPUs: performance on Total Adjusted EBITDA (50%) and Total Digital Revenues (50%), measured over three separate annual periods with 50–140% payout per tranche; awards vest after 3 years subject to performance and service .
• 2024 performance result for LTI programs: 93.4% of target for the 2022 PSUs, 2023 CPUs, and 2024 CPUs (2024 performance tranche) based on $273.2M Adjusted EBITDA and $1,103.7M Total Digital Revenues versus targets .
• Earned amounts tied to 2024 performance: 2024 CPUs $467,200; 2023 CPUs $467,200; 2022 PSUs 100,907 shares earned and vested in March 2025 (subject to continued service until vest) .

Pay-versus-performance references:

• CEO “Compensation Actually Paid” in 2024: $7,017,132 (vs SCT total $4,492,082) .
• Company TSR value of $100: $79.31 (2024); peer group TSR (S&P 1500 Publishing & Printing) $169.08 (2024) .

Equity Ownership & Alignment

• Beneficial ownership: 3,107,722 shares (2.1% of outstanding as of Apr 8, 2025) .
• Stock ownership guidelines: CEO must hold shares equal to 6x base salary; executives must retain 50% of net shares until compliant; the company reports Reed was in compliance as of Jan 1, 2025 .
• Hedging/pledging: Company policy prohibits hedging and pledging; directors and officers may not hedge GCI stock or hold shares in margin accounts/pledge as collateral .
• Options: None outstanding; no options granted in 2024 .
• Outstanding unvested awards at 12/31/2024 (market value based on $5.06):
  • RSUs: 340,136 (8/6/2024 grant) valued $1,721,088; RSAs from 2023 and 2022 outstanding; PSUs assigned to 2024 performance period: 100,907 shares valued $510,589 .
• Shares vested in 2024: 381,107 shares; value realized $846,058 (gross, before tax withholding) .
• Potential selling pressure: Periodic vesting (March and August) and 50% net-share holding requirement imply likely “sell-to-cover” transactions around vesting dates, but broader hedging/pledging prohibitions mitigate alignment risks .

Employment Terms

• Offer letter effective January 1, 2021: Base salary at least $900,000; target annual cash bonus at least 110% of base; eligible for Key Employee Severance Plan and Change in Control (CIC) Severance Plan participation .
• Key Employee Severance Plan (non-CIC termination without Cause): Pro‑rated annual bonus based on actual performance and cash severance equal to 2x annual base salary (Reed’s multiplier is two), subject to release and restrictive covenants .
• CIC Severance Plan (double trigger—termination without Cause or for Good Reason within 2 years post‑CIC):
  • Pro‑rated annual bonus equal to average of last three years .
  • Cash severance equal to 2x (base salary at highest rate in relevant 12 months + higher of two three-year average bonus calculations) .
  • COBRA subsidy for up to 18 months (subject to timing offset) .
• Clawbacks and recoupment:
  • Policy for Recovery of Erroneously Awarded Compensation (adopted Oct 2023) for certain restatements .
  • Detrimental Conduct Recoupment Policy (adopted Mar 2023) covering fraud, dishonesty, policy violations, etc. .
• Non-compete/non-solicit: Not specifically disclosed for Reed; standard restrictive covenants apply to severance eligibility under plans .
• Deferred compensation/pensions: None for Reed; no SERP reported .

Board Governance and Director Service

• Board service: Director since November 2013; Chairman since May 2019 .
• Dual role: CEO and Chairman positions combined; the Board maintains a Lead Director (Kevin M. Sheehan) elected annually to provide independent leadership and stockholder access .
• Independence: Reed is not independent as an employee; a majority of the Board is independent under NYSE standards .
• Committees: Audit, Compensation, Nominating & Corporate Governance, Transformation, and Share Repurchase Committees are fully independent; Reed does not serve on committees .
• Meetings and attendance: In 2024, Board met 8 times; each standing committee met 4–5 times; each director attended at least 75% of meetings of the Board and committees on which they served .
• Executive sessions: Regular sessions of non‑management directors without management; presiding director rotates among committee chairs .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: Approximately 98% “for” among shares present and entitled to vote .
• Stockholder engagement: 100+ meetings during 2024; early 2025 outreach to investors representing >50% of share ownership; feedback influenced 2025 proxy disclosures and re‑inclusion of governance proposals .
• Governance proposals: Board again seeks shareholder approval to implement majority voting in uncontested elections and eliminate supermajority voting provisions; prior support among votes cast exceeded 99% in 2024 but failed the 80% outstanding-share approval threshold due to non‑votes .

Compensation Committee Analysis

• Committee composition (independent): John Jeffry Louis III (Chair), Theodore P. Janulis, Debra A. Sandler, Kevin M. Sheehan .
• Consultant: Meridian Compensation Partners LLC advises the Compensation Committee on executive and director pay levels, plan design, and market practices .
• Interlocks/insider participation: None reported for 2024 .
• Clawback administration: Compensation Committee administers the recovery policy .

Performance & Track Record

• 2024 business highlights: Total Digital Revenues $1.1B (44% of total); Net loss attributable to Gannett $26.4M; Adjusted EBITDA $273.2M .
• Incentive metrics alignment: Both annual and long-term plans are centered on Total Adjusted EBITDA and digital revenue growth, consistent with investor focus and the company’s strategy .
• Pay-versus-performance (select series): Company TSR value of $100 ended at $79.31 (2024) vs $36.05 (2023) and $31.82 (2022); Total Adjusted EBITDA $273.2M (2024) vs $267.7M (2023), per proxy’s PVP table .

Equity Ownership Details (Selected)

Related Party Transactions and Risk Indicators

• Related party transactions: None above $120,000 since January 1, 2024 .
• Hedging/pledging: Prohibited; alignment positive .
• Tax gross‑ups: A supplemental payment was provided to offset tax on personal security perquisite for CEO in 2024 .
• Options repricing: None; no options granted in 2024 .
• Governance structure: Combined CEO/Chairman with an empowered Lead Director and majority‑independent board .
• Say‑on‑pay risk: Low based on 98% approval in 2024 .

Employment Economics – Termination/CIC (Illustrative at 12/31/2024)

• Involuntary termination without Cause: Estimated total of $4,885,231 including ABP pro‑ration, 2x base salary, equity treatment per plan terms, and no benefits continuation line item (COBRA applies only under CIC) .
• Termination upon CIC (double trigger): Estimated total of $9,553,688 including pro‑rated bonus, 2x (base+avg bonus), equity acceleration per plan formulas, and COBRA .
• Death/disability: Estimated total $7,222,787 with full vesting of RSAs/RSUs and prorated/actual performance treatment of PSUs/CPUs .

Director Service History, Committees, and Dual‑Role Implications

• Board tenure and roles: Director since 2013; Chairman since 2019; not independent .
• Committees: Reed is not a member; board committees are fully independent; Lead Director role (Kevin Sheehan) provides counterbalance to combined CEO/Chair structure .
• Attendance and oversight: Board/committee meeting cadence and ≥75% attendance in 2024 support active oversight; executive sessions held regularly without management .
• Independence and board refreshment: Majority independent; continued refreshment, including 2024 addition of an independent digital product leader .

Investment Implications

• Pay-for-performance alignment: Incentives emphasize Adjusted EBITDA and digital revenue growth across annual and long-term plans, which are the core operating levers under Reed’s strategy; 2024 ABP paid at ~80% of target reflecting mixed revenue/KPI outcomes, while LTI 2024 tranches earned at 93.4% .
• Retention and continuity: Strong stock ownership requirements (6x salary) with reported compliance, robust severance/CIC protections (2x multiple), and clawbacks reduce retention risk while aligning with shareholders’ interests .
• Trading signals: Regular RSU vesting (March/August cycles) and 50% net-share retention may trigger routine sell‑to‑cover flows; hedging/pledging prohibitions limit riskier monetization that could pressure shares beyond tax‑driven liquidity .
• Governance considerations: Combined CEO/Chairman role persists, offset by an active Lead Director and independent committees; strong say‑on‑pay (98%) and ongoing outreach reduce near‑term activism risk on compensation, while governance proposals targeting supermajority eliminations, if passed, would further strengthen shareholder rights .
• Strategic execution risk: 2024 results show progress on profitability with Adjusted EBITDA of $273.2M but ongoing revenue pressure ($2.509B) and digital scale transition underscore execution risk under Reed’s leadership focus on digital growth and capital structure .