Polly Grunfeld Sack
USA TODAY Co.About Polly Grunfeld Sack
Polly Grunfeld Sack is Gannett Co., Inc.’s Chief Legal Officer, signing the company’s proxy statements “By Order of the Board of Directors” in 2025 and 2024 . She joined GateHouse Media (Gannett’s predecessor) in 2006 as its chief legal officer after 14 years at sports/media company IMG, where she served as Senior Vice President and Director of Mergers & Acquisitions . Company performance during the most recent years relevant to executive pay frameworks includes Total Digital Revenues of $1.1B (44% of total) and Adjusted EBITDA of $273.2M in 2024, alongside a net loss of $26.4M ; in 2023 Total Digital Revenues were $1.1B (39% of total) and Adjusted EBITDA was $267.7M, with net loss of $27.8M . Over the 2019–2024 measurement window, GCI’s Pay-Versus-Performance table shows cumulative TSR translating to $79.31 per $100 invested for 2024 and $36.05 for 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GateHouse Media (predecessor to Gannett) | Chief Legal Officer | Joined 2006 | Led legal function through transformation; continuity across merger into Gannett |
| IMG (sports/media) | Senior Vice President & Director of M&A | 14 years (ending 2006) | Led mergers and acquisitions for a global media company |
External Roles
No public company directorships or external governance roles are disclosed for Sack in the reviewed filings. Skip if not disclosed.
Fixed Compensation
Not disclosed for Sack; she is not a named executive officer (NEO). The company’s NEO disclosures cover CEO and CFO only for 2024 and 2023 .
Performance Compensation
Not disclosed for Sack; NEO performance award structures (ABP, CPUs, RSAs/PSUs) are provided for CEO/CFO, but no individual data for Sack .
Equity Ownership & Alignment
- Hedging and pledging: Company policy prohibits hedging transactions and pledging/margin accounts for directors, officers, and employees .
- Ownership guidelines: The company maintains stock ownership guidelines. It sets minimum ownership levels for named executive officers (NEOs) and non‑employee directors; additionally, “executive officers” must hold 50% of net shares from vesting/exercise until guidelines are met (the guideline multiple is specified for CEO/CFO; Sack’s specific multiple is not disclosed) .
- Beneficial ownership: The proxy lists beneficial ownership for directors and NEOs; Sack is not individually listed, suggesting no material holdings requiring disclosure beyond group totals .
Employment Terms
| Topic | Company Provision | Applicability | Source |
|---|---|---|---|
| Insider Trading Policy | Pre‑clearance for 10b5‑1 plans; restrictions on trading; repurchase procedures | Directors, officers, employees | |
| Hedging / Pledging | Prohibited (collars, swaps, forwards, short-selling; no margin/pledge) | Directors, officers, employees | |
| Clawbacks | Policy to recover erroneously awarded incentive comp after accounting restatements (Oct 2023); “Detrimental Conduct” recoupment policy (Mar 2023) | Executives/employees | |
| Indemnification | Broad indemnification and advancement of expenses for officers under Delaware law; contractual rights survive tenure | Officers |
Change-in-control and severance economics are detailed for CEO/CFO plans (Key EE Severance Plan and CIC Severance Plan) with 2x multiples and accelerated vesting rules; Sack’s participation or terms are not disclosed .
Performance Compensation (Company Framework for Context)
| Metric | 2023 | 2024 |
|---|---|---|
| Total Digital Revenues ($USD Billions) | $1.10 | $1.10 |
| Adjusted EBITDA ($USD Millions) | $267.7 | $273.2 |
| Net Loss Attributable to Gannett ($USD Millions) | $(27.8) | $(26.4) |
| Pay-Versus-Performance Indicator | 2023 | 2024 |
|---|---|---|
| Company TSR – value of $100 investment | $36.05 | $79.31 |
Governance & Shareholder Feedback (Context for Compensation Alignment)
- Say‑on‑pay support: ~98% approval in 2024; ~88% in 2023 .
- Ongoing governance reforms: Board proposed removal of supermajority provisions and majority voting; Sack signed the proxy “By Order of the Board” as CLO in both years .
Investment Implications
- Alignment signals: Prohibitions on hedging and pledging and executive officer share‑holding requirements reduce misalignment and collateralization risk, lowering probability of forced sales during volatility .
- Disclosure limitations: Sack is not a NEO; detailed pay mix, targets, vesting schedules, and severance/CIC economics for her role are not disclosed. Insider Form 4 data would be required to assess selling pressure and ownership dynamics; not found in reviewed filings. Skip items not disclosed.
- Governance backdrop: Robust indemnification, active clawbacks, and strong recent say‑on‑pay support point to structured oversight of executive incentives and conduct—positive for retention and risk management, though individual retention economics for Sack remain undisclosed .