Lorraine McClain
GRAY MEDIAAbout Lorraine (“Lorri”) McClain
Independent director at GTN since March 2022; President of Reicon Management, Inc. (family investment office). Previously President & COO of Prestige Communications, Inc. (1993–1999) and General Manager of Prestige Cable TV, Inc. (1992–1993). Age 59 as of March 28, 2024; serves on the Nominating & Corporate Governance Committee; Board has affirmatively determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prestige Communications, Inc. | President & COO | 1993–1999 | Led operations at privately owned cable TV operator across three Mid-Atlantic states. |
| Prestige Cable TV, Inc. | General Manager | 1992–1993 | Management in local media/cable operations. |
| Reicon Management, Inc. | President | Current | Family investment office leadership. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anverse Inc. (charitable foundation) | Chair of the Board | Current | Philanthropic governance. |
| NSORO (non-profit) | Director | Current | Serves youth aging out of foster care. |
Board Governance
- Independence: Board determined Ms. McClain is independent (NYSE Sections 303A.02(a),(b)); exceptions on the board are Howell, LaPlatney, and Mrs. Howell.
- Committee assignments: Member, Nominating & Corporate Governance Committee (ESG oversight).
- Committee activity: Nominating & Corporate Governance Committee held two meetings in 2024 and two in 2023.
- Board activity and attendance: Board held four meetings in 2024; each director attended ≥75% of Board and committee meetings; all director nominees attended the 2024 annual meeting.
| Governance Attribute | 2023 | 2024 |
|---|---|---|
| Board meetings held | — | 4 |
| Nominating & Corporate Governance Committee meetings | 2 | 2 |
| Independence status | Independent | Independent |
| Annual meeting attendance | All nominees attended | All nominees attended |
Fixed Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | 89,604 | 89,320 | 102,500 |
| Stock Awards (grant-date fair value) | 145,000 | 145,000 | 160,000 |
| Total | 234,604 | 234,320 | 262,500 |
- Director fee schedule (program-level): In 2023, director retainer $82,500; committee fees ranged $7,500–$25,000; Lead Independent Director retainer $107,500; annual restricted stock ~$145,000. Effective 2024, director retainer $90,000; committee fees increased (e.g., Nominating Chair $20,000; member $10,000); Lead Independent Director retainer $125,000; annual restricted stock ~$160,000.
Performance Compensation
- Equity compensation structure: Directors receive annual grants of restricted stock (not described as performance-vested) valued at approximately $145,000 (2023) and $160,000 (2024). Vesting terms for director awards are not detailed in the proxy; awards are reported at grant-date fair value.
| Equity Grant Policy | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual restricted stock grant value (approx.) | $145,000 | $145,000 | $160,000 |
- 2025 plan disclosure: Under the Amended 2022 Equity and Incentive Compensation Plan, each director nominee (including Ms. McClain) is shown with 45,381 restricted shares/RSUs; non-employee directors as a group: 363,048 common shares subject to restricted stock/RSUs.
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlock |
|---|---|---|---|
| Anverse Inc. | No | Chair of the Board | None disclosed with GTN. |
| NSORO | No | Director | None disclosed with GTN. |
- No other public company directorships are disclosed in Ms. McClain’s GTN proxy biography.
Expertise & Qualifications
- Local media and cable operations executive experience (Prestige Communications/Cable TV), bringing industry-specific operational insight to GTN’s board.
- Leadership of an investment office (Reicon Management) and extensive philanthropic board governance experience.
Equity Ownership
| Ownership Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Common Stock Beneficially Owned (shares) | 7,505 | 29,147 | 53,386 |
| Class A Common Stock Beneficially Owned (shares) | — | — | — |
| % of class | <1% | <1% | <1% |
| Restricted shares held (voting, not dispositive power) | 7,505 (unvested as of 12/31/2022) | 21,642 (as of 12/31/2023) | 23,739 (as of 12/31/2024) |
- Director stock ownership guidelines: Must beneficially own ≥3x annual retainer; directors have five years to comply; holdings are at guideline or on track.
- Anti-hedging/short sale restrictions apply to directors.
Governance Assessment
- Independence and committee engagement: Independent director with active membership on the Nominating & Corporate Governance Committee, which has ESG oversight; committee met twice in both 2023 and 2024.
- Attendance and engagement: Board met four times in 2024; each director attended ≥75% of Board/committee meetings; all nominees attended the 2024 annual meeting—supportive of board effectiveness.
- Compensation alignment: Balanced cash/equity mix; equity granted as restricted stock aligns director interests with shareholders; enhanced director fee schedule from 2024 remains straightforward and transparent.
- Ownership alignment: Explicit director ownership guideline (3x retainer) with five-year compliance window; anti-hedging policy increases alignment.
- Say-on-pay context: 2023 advisory vote on NEO compensation received 110,350,341 “For” vs 19,028,427 “Against” (broker non-votes excluded) and the board set say-on-pay frequency to every three years—indicates broad investor support for pay programs.
- Clawback and plan protections: NYSE-compliant clawback policy adopted in 2023 for executive officers; amended 2022 plan prohibits repricing underwater options/SARs without shareholder approval—positive governance controls.
- Related-party transactions context: Proxy discloses office lease with entities controlled by the Howell family; Ms. McClain is not listed as a party to related-party transactions—no direct conflict noted for her.
- Concentrated control context (board-level risk consideration): Significant Howell/Robinson family voting power noted in beneficial ownership tables; independent directors (including Ms. McClain) and a Lead Independent Director structure provide counterbalance.
RED FLAGS
- None specifically tied to Ms. McClain in filings: no disclosed related-party transactions, pledging, or attendance issues. Broader governance risks include concentrated family control and related-party lease arrangements at the company level (not involving Ms. McClain).