Howell W. Newton
GRAY MEDIAAbout Howell W. Newton
Howell W. Newton, age 78, has served on Gray Media’s Board since 1991 and as Lead Independent Director since April 2016; he is Chairman of the Audit Committee and a member of the Executive, Compensation, and Nominating & Corporate Governance Committees. His background includes executive leadership and investment management roles, with the proxy noting his considerable financial expertise and long board tenure providing consistent leadership. He is affirmatively determined independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1899 Management Services, LLC | Manager | Since Dec 2015 | Real estate and investment company (assumed assets of Trio Manufacturing Co.) |
| Willwell LLLP | Managing General Partner | Since Oct 1996 | Family limited partnership; real estate and financial investments |
| Trio Manufacturing Co. | President and Treasurer | 1978 – Dec 2015 | Long-term executive experience cited as providing financial expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | GTN’s 2025 proxy discloses private/family investment roles for Newton but no current public company directorships. |
Board Governance
- Roles and committees: Lead Independent Director; Audit Committee Chair; member—Compensation, Nominating & Corporate Governance, and Executive Committees.
- Lead Independent Director responsibilities: presides over board meetings in the Chair’s absence, presides over independent director executive sessions, liaises between independents and the Executive Chairman/CEO, coordinates agendas/materials, and is available to significant shareholders. Independent directors held three executive sessions in 2024, presided by Newton.
- Independence and attendance: Board determined Newton is independent; the Board held four meetings in 2024 and each director attended at least 75% of Board and relevant committee meetings; all director nominees attended the 2024 annual meeting.
- Committee activity cadence (2024): Audit—4 meetings; Compensation—4; Nominating & Corporate Governance—2.
Fixed Compensation
Director fee program (2024):
| Description | Amount ($) |
|---|---|
| Lead Independent Director annual retainer | 125,000 |
| Director annual retainer | 90,000 |
| Audit Committee Chair | 30,000 |
| Audit Committee member (non-Chair) | 15,000 |
| Compensation Committee Chair | 25,000 |
| Compensation Committee member (non-Chair) | 12,500 |
| Nominating & Corporate Governance Chair | 20,000 |
| Nominating & Corporate Governance member (non-Chair) | 10,000 |
Newton—2024 actual:
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 184,063 |
| Stock awards (grant-date fair value) | 160,000 |
| Total | 344,063 |
Notes:
- Annual restricted stock grants to directors valued at approximately $160,000, typically granted at the start of the director’s annual term following the annual meeting.
- As of Dec 31, 2024, each non-employee director held 23,739 restricted shares of common stock (voting but not dispositive power).
Performance Compensation
Director equity grants are time-based restricted stock; no performance metrics are disclosed for director awards.
| Performance Metric | Threshold/Target | Measurement Period | Payout Linkage |
|---|---|---|---|
| None disclosed for director equity | — | — | — |
Related compensation governance:
- Non-Employee Director Compensation Limit under the Amended 2022 Plan: maximum aggregate value per calendar year of $750,000.
- Director stock ownership guidelines: minimum holdings equal to ≥3x annual retainer, with five years to comply; directors’ holdings were either at guideline or on track as of the latest compliance date.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee composition | Boger (Chair), Garcia, McTear, Newton—all independent. |
| Compensation committee interlocks | None in 2024. |
| Executive Committee composition | Boger, Hare, Howell, Newton, and Ms. Howell. |
Expertise & Qualifications
- Proxy highlights Newton’s “many years of executive experience” providing considerable financial expertise to the Board; his long tenure offers consistent leadership and familiarity with Gray’s operations.
- Audit Committee financial expert designation is held by Richard B. Hare (SEC definition), while Newton chairs the Audit Committee—indicative of experienced oversight paired with designated financial expertise on the committee.
Equity Ownership
| Holder | Class A Common (GTNA) Shares | % of Class | Common (GTN) Shares | % of Class | Notes |
|---|---|---|---|---|---|
| Howell W. Newton | 22,195 | <1% | 92,252 | <1% | Includes 23,739 restricted common shares with voting but not dispositive power. |
Director alignment policies:
- Director ownership guideline: ≥3x retainer; 5-year compliance window; directors were at or on track at latest review.
- Anti-hedging policy prohibits hedging and short sales; Board members and certain family members are in the preclearance group with blackout periods and preclearance procedures (policy memorialized Feb 2025).
Governance Assessment
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Strengths: Newton serves as Lead Independent Director and Audit Chair, presides over executive sessions, and is a member of all key committees—supporting board oversight and investor engagement. Attendance thresholds were met, committee activity was robust, and compensation committee interlocks were absent—positive governance signals.
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Alignment: Director equity grants and ownership guidelines (≥3x retainer) support alignment; non-employee director pay capped at $750,000 annually under the plan.
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Oversight: Audit Committee report signed by Newton confirms active oversight of audits, internal control discussions, and auditor independence (RSM US LLP).
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Potential Risks/RED FLAGS:
- Long tenure (since 1991) can raise questions about entrenchment despite formal independence determinations.
- Board leadership combines Executive Chairman and CEO roles and significant family voting power (Mr. and Mrs. Howell and Mrs. Robinson collectively over 47.8% combined voting power), increasing influence concentration; Newton’s LID role is a mitigating mechanism.
- Related-party lease of headquarters with entities controlled by the CEO’s family (~$1.4M annual rent; terminable with 12 months notice); Audit Committee (chaired by Newton) is responsible for pre-approval of related-party transactions—ongoing monitoring is critical.
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Net view: Newton’s broad committee involvement and LID responsibilities bolster board effectiveness and investor confidence; vigilance remains warranted around family influence and related-party transactions, with the Audit Committee’s oversight central to mitigating conflict risks.