Luis A. Garcia
GRAY MEDIAAbout Luis A. Garcia
Luis A. Garcia is an independent director of Gray Media, Inc. (GTN), serving since 2016, and was 57 years old as of March 28, 2024. He is President and Lead Strategist of MarketVision, a strategic marketing firm focused on diverse audiences, since 2008; previously he founded and led Garcia 360°, an integrated marketing firm, from 1998 until its merger into MarketVision in 2008. The Board cites his entrepreneurial success and strategic marketing expertise as core credentials supporting GTN’s growth.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MarketVision | President & Lead Strategist | Since 2008 | Strategic marketing expertise on diverse audiences; Board views as valuable insight to vision and growth |
| Garcia 360° | Managing Director; Founder | 1998–2008 | Founded and grew integrated marketing firm; merged into MarketVision in 2008 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MarketVision | President & Lead Strategist | Since 2008 | Privately owned strategic marketing firm; no other public company directorships disclosed for Garcia |
Board Governance
- Committee assignments: Member, Compensation Committee; not a chair. The Compensation Committee held four meetings in 2024; all members (including Garcia) were determined independent under NYSE, SEC and IRC rules.
- Board attendance: The Board held four meetings in 2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors met in executive session three times in 2024, presided over by the Lead Independent Director.
- Lead Independent Director: Howell W. Newton (also Audit Chair), serving as Lead Independent Director since 2016; he presided over executive sessions of non‑management directors.
- Compensation Committee interlocks: None existed in 2024; no member (including Garcia) was an employee or former officer of GTN in 2024.
- Independent compensation consultant: Meridian Compensation Partners engaged directly by the Compensation Committee; consultant independence reviewed annually; no other services to the Company in 2024.
Fixed Compensation
| Item (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 104,688 | Cash compensation for Board and committee service |
| Stock Awards (Restricted Stock) | 160,000 | Grant date fair value; annual director equity grant typically made after annual meeting |
| Total | 264,688 | Sum of cash and equity grant |
Director fee structure (2024):
- Annual retainer: Director $90,000; Lead Independent Director $125,000.
- Committee retainers: Audit Chair $30,000; Audit member $15,000; Compensation Chair $25,000; Compensation member $12,500; Nominating & Governance Chair $20,000; Nominating & Governance member $10,000.
- Equity: Annual restricted stock grant valued at approximately $160,000.
Performance Compensation
| Instrument | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock (director equity) | ~$160,000 | Time-based; typically granted at start of annual director term | None disclosed for director equity; awards are restricted shares without performance conditions |
The Company’s performance metrics (Broadcast Cash Flow and Revenues variants) link NEO compensation to results; directors do not have performance-vested equity.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Garcia in GTN’s proxy biographies |
| Compensation Committee interlocks | None in 2024; all Compensation Committee members (including Garcia) were independent |
Expertise & Qualifications
- Strategic marketing and audience insight: Long-standing leadership at MarketVision focused on diverse audiences informs GTN’s content, branding, and growth initiatives.
- Entrepreneurial leadership: Founder of Garcia 360°, bringing operating and growth experience from integrated marketing.
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Class A Common (GTNA) | 6,917 | <1% | As of March 7, 2025 |
| Common (GTN) | 65,024 | <1% | As of March 7, 2025 |
| Restricted Common Shares held | 23,739 | n/a | Held by each non‑employee director as of Dec 31, 2024; voting but not dispositive power |
Ownership alignment policies:
- Director stock ownership guidelines: Must beneficially own shares equal to ≥3x the annual director retainer within five years; all directors’ holdings were either at the guideline or on track as of the latest review.
- Anti-hedging and short sale prohibition: Directors are prohibited from hedging or shorting Company stock per the Insider Trading Policy; preclearance and blackout procedures apply.
Governance Assessment
- Independence and engagement: Garcia serves on the Compensation Committee, which met four times in 2024, and the Board reported at least 75% attendance by all directors, supporting baseline engagement and oversight.
- Pay and alignment: Garcia’s 2024 compensation was balanced between cash ($104,688) and time-based restricted stock ($160,000), consistent with GTN’s director program aimed at long-term alignment; directors must meet 3x retainer ownership guidelines over five years.
- Committee process quality: The Compensation Committee uses Meridian as an independent advisor with no other 2024 services, mitigates conflicts via annual independence reviews, and operates without interlocks—positive signals for governance rigor.
- Policies mitigating risk: Anti‑hedging and insider trading preclearance policies, and clawback frameworks adopted and updated to NYSE standards, contribute to compensation risk controls (primarily for executives, but applicable governance frameworks are Board‑overseen).
- Potential red flags to monitor: Related‑party headquarters lease with entities controlled by a >5% shareholder tied to the Executive Chairman’s family (terminable with 12 months’ notice, terms asserted as arm’s length) indicates environmental governance risk—even though not directly involving Garcia; continued Audit Committee oversight of related‑party transactions is disclosed.
Overall: Garcia’s independent status, Compensation Committee role, and marketing strategy expertise are aligned with governance needs; no disclosed interlocks or conflicts tied to Garcia, and ownership/anti‑hedging policies support alignment. The broader environment includes a family‑linked related‑party lease and concentrated voting power among insiders, warranting continued board‑level scrutiny.