Theodore P. Janulis
USA TODAY Co.About Theodore P. Janulis
Independent director (age 66) serving on Gannett’s Board since January 2014. Founder and Principal of Investable Oceans (since September 2019); previously CEO of CRT Greenwich LLC (2014–2016) and CEO of Aurora Bank FSB (2008–2013); spent 23 years at Lehman Brothers in senior roles (Global Head of Mortgage Capital; Global Head of Investment Management Division including Neuberger Berman; Global Co-Head of Fixed Income) and served on Lehman’s Executive Committee . Current Board committee memberships: Audit, Compensation, and Nominating & Corporate Governance; Board classed him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investable Oceans | Founder & Principal | Since Sep 2019 | Sustainable ocean investing platform |
| CRT Greenwich LLC | Chief Executive Officer | Jan 2014 – Jun 2016 | Financial services leadership |
| Aurora Bank FSB | Chief Executive Officer | Sep 2008 – Jan 2013 | Led federal savings bank |
| Lehman Brothers | Senior Management; Executive Committee member | 23 years (not individually dated) | Global Head of Mortgage Capital; Global Head of Investment Management (incl. Neuberger Berman); Global Co-Head of Fixed Income |
External Roles
- No other current public company directorships disclosed in GCI’s proxy biography for Mr. Janulis .
Board Governance
| Committee | Role | Year/Context |
|---|---|---|
| Audit Committee | Member | Current slate (2025) |
| Compensation Committee | Member | Current slate (2025) |
| Nominating & Corporate Governance Committee | Member | Current slate (2025) |
| Compensation Committee | Chair | Historical: 2021 Compensation Committee Report lists Janulis as Chair |
- Independence: Board determined Janulis is independent under NYSE standards; no material relationship with the Company was identified .
- Board/Committee activity: In 2024, Board met 8 times; Audit 5; Compensation 4; Nominating & Corporate Governance 4; Transformation 4; Share Repurchase 0. Each then-serving director attended at least 75% of Board and committee meetings in 2024 .
- Lead Independent Director: Kevin M. Sheehan serves as Lead Director (and Audit Committee Chair) .
- Executive sessions: Board and its committees also hold executive sessions without management to discuss risks and oversight .
Fixed Compensation
| Metric ($USD) | 2024 |
|---|---|
| Cash fees (retainer + any chair fees) | $120,000 |
| Equity grant (ASC 718 aggregate grant-date fair value) | $125,000 |
| Total | $245,000 |
| Program terms (non-employee director annual cash retainer) | $100,000 |
| Chair fee (Audit/Comp/NGC/Transformation) | $20,000 (if chair) |
| Lead Director additional cash fee | $40,000 (for Lead Director) |
Note: 2024 footnote indicates chair fees were paid to Sheehan (Audit), Janulis (Compensation), Tarica (Nominating & Corporate Governance), and Sandler (Transformation), while the committee table in the 2025 proxy shows current chairs as Sheehan (Audit), Louis (Compensation), Wall (NGC), and Reinhard (Transformation), implying chair rotations across periods .
Performance Compensation
| Equity Detail | 2024 |
|---|---|
| Grant date | June 4, 2024 |
| Shares granted | 30,864 (value $125,000 ÷ $4.05 closing price) |
| Grant-date fair value | $125,000 |
| Vesting schedule | Not disclosed for director annual stock grant |
- Director stock ownership guidelines: 3x annual cash retainer; compliance evaluated annually; as of January 1, 2025 all non-employee directors were in compliance .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee interlocks (2024) | None; no insider participation on Comp Committee in 2024 |
Expertise & Qualifications
- Extensive senior management experience (CEO of CRT Greenwich; CEO of Aurora Bank; 23 years at Lehman Brothers in top finance roles) and service on Lehman’s Executive Committee .
- Current experience in sustainable finance via Investable Oceans .
- Active oversight of audit matters as an Audit Committee member; Audit Committee reported on 2024 financials and auditor independence .
Equity Ownership
| Ownership Metric | Figure |
|---|---|
| Beneficial ownership (shares) | 232,530 |
| Percent of class | <1% |
| Shares outstanding (record date) | 146,435,731 |
| Stock ownership guideline status | In compliance (as of Jan 1, 2025; all non-employee directors) |
Governance Assessment
- Alignment: Holds 232,530 shares and complies with 3x retainer ownership guidelines, indicating alignment with shareholders .
- Independence & conflicts: Board affirmed independence; no Compensation Committee interlocks or insider participation in 2024; no material relationships noted in independence determination—a positive governance signal .
- Engagement: Met attendance thresholds with active committee schedule in 2024; Janulis has historically chaired the Compensation Committee (2021), suggesting prior leadership in pay governance .
- Director pay structure: Balanced cash retainer and annual equity grant ($120k cash; $125k equity for 2024); equity grants are time-based stock awards, not performance-based PSUs for directors .
- Shareholder sentiment: 2025 say‑on‑pay was approved (93,927,203 For; 3,819,572 Against; 1,223,656 Abstain), while proposals to adopt majority voting and eliminate supermajority provisions did not pass due to 80% thresholds—board accountability reforms remain pending .
RED FLAGS
- None disclosed specific to Janulis: no related‑party transactions or pledging noted in provided materials; independence confirmed; attendance adequate .
- Board‑level rights: Supermajority voting provisions persisted after shareholders did not reach the 80% threshold to amend—structural governance constraint for investors to monitor .