Paul H. McTear
GRAY MEDIAAbout Paul H. McTear
Independent director of GTN since 2019; age 76. Former CEO and President of Raycom (2001–2016) after serving as CFO (1997–2001), with earlier executive finance roles at Providence Journal Company’s Broadcasting and Cable Television Division; member of the Television Board at the National Association of Broadcasters, bringing deep broadcast operations and regulatory experience to GTN’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raycom | Chief Executive Officer & President | 2001–2016 | Led large broadcast group; industry operations and strategy expertise |
| Raycom | Chief Financial Officer | 1997–2001 | Financial leadership; capital allocation and M&A experience |
| Providence Journal Company (Broadcasting & Cable TV Division) | Executive Director of Finance | Not disclosed (prior to 1997) | Financial management in media; budgeting and controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Broadcasters (Television Board) | Board member | Not disclosed | Industry/regulatory engagement; policy perspective |
Board Governance
- Independence: Board determined McTear is independent under NYSE, SEC, and IRC standards .
- Committee assignments: Member, Compensation Committee (Chair: Richard L. Boger; other members: Luis A. Garcia, Howell W. Newton). Compensation Committee held four meetings in 2024; all members independent .
- Attendance: Board held four meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served. All nominees attended the 2024 Annual Meeting of Shareholders .
- Lead Independent Director/executive sessions: Independent directors met in executive session three times in 2024 (presided by Lead Independent Director Howell W. Newton) .
- Compensation Committee processes: Uses Meridian Compensation Partners as independent consultant; annual review of peer group, quantitative metrics; independence affirmed; no compensation committee interlocks in 2024 .
- Say-on-Pay: At 2023 annual meeting, ~85% of votes supported NEO compensation; advisory vote held triennially (next expected in 2026) .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $104,688 | Board and committee service |
| Stock Awards (Grant-date fair value, 2024) | $160,000 | Annual restricted stock grant under equity plan |
| Total Director Compensation (2024) | $264,688 | Sum of cash and equity |
| Year-end Restricted Shares Held (12/31/2024) | 23,739 shares | Voting but not dispositive power (time-based) |
Director retainer program (2024):
| Description | Amount |
|---|---|
| Director annual retainer | $90,000 |
| Lead Independent Director retainer | $125,000 |
| Audit Chair / member | $30,000 / $15,000 |
| Compensation Chair / member | $25,000 / $12,500 |
| Nominating & Gov Chair / member | $20,000 / $10,000 |
| Annual restricted stock grant | ~$160,000 grant-date value |
Performance Compensation
- Director equity is time-based restricted stock; no disclosed performance-vesting for directors .
- As Compensation Committee member, McTear oversees NEO incentive design anchored to financial metrics.
Company performance measures used for NEO incentives in 2024:
| Top Performance Measures (2024) | Definition/Use |
|---|---|
| Broadcast Cash Flow (Net of Completed Transactions and Political Revenue) | Company-selected measure linking CAP under SEC PVP rules; core annual and long-term incentive metric |
| Revenues (Net of Political + Acquired Stations) | Annual incentive performance driver |
| Revenues (Political + Acquired Stations) | Annual incentive performance driver |
Additional context: 2024 annual non‑equity incentive program paid at 120% of target for NEOs based on strategic and operational achievements (debt reduction, renewals, journalism awards, sports rights, Assembly Studios completion) .
Other Directorships & Interlocks
- Current public company directorships: Not disclosed in proxy .
- Compensation Committee interlocks: None in 2024 .
Expertise & Qualifications
- CEO/CFO background in large broadcast groups; deep financial, operational, and regulatory expertise relevant to GTN’s environment .
- Industry governance exposure via NAB Television Board; enhances perspective on compliance and policy .
Equity Ownership
| Metric | March 8, 2024 | March 7, 2025 |
|---|---|---|
| Common stock beneficially owned | 89,401 shares | 95,360 shares |
| Ownership % of common stock | <1% | <1% |
| Restricted shares included | 23,739 shares | 23,739 shares |
- Director stock ownership guidelines: Must own ≥3x annual retainer; compliance window five years; all directors at or on track to meet guidelines at latest determination .
- Anti-hedging policy: Prohibits directors/executives from hedging Company securities (adopted 2018) .
Governance Assessment
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Strengths:
- Independent status; consistent committee engagement and ≥75% attendance; participation in executive sessions supports robust oversight .
- As Compensation Committee member, co-signed CD&A inclusion; use of independent consultant (Meridian) and formal risk mitigators (ownership guidelines, clawbacks in 2018 and NYSE-compliant in 2023; anti-hedging; double‑trigger CIC equity) bolster investor alignment .
- Transparent director pay program with clear retainer and equity structure; annual restricted equity aligns interests .
-
Watch items / RED FLAGS:
- Concentrated family influence: Howell family and related party (Harriett J. Robinson) collectively hold significant voting power; all directors/executives as a group hold ~50.7% combined voting power—heightened governance risk for minority shareholders .
- Related‑party transaction: Corporate headquarters lease with entities controlled by a >5% shareholder and family of CEO; lease ~$1.4M annually, terminable on 12 months’ notice; reviewed per Audit Committee charter but remains a recurring related‑party exposure .
- Directors’ equity grants are time-based (no performance vesting), which is common for boards but offers limited direct pay-for-performance linkage versus NEO programs .
-
Shareholder sentiment and oversight:
- Prior say‑on‑pay approval ~85% (2023) suggests acceptable alignment for executive pay; continued monitoring warranted given industry volatility .
Overall: McTear’s broadcast CEO/CFO pedigree and independence strengthen Compensation Committee effectiveness. The primary governance risk stems from concentrated family control and recurring related‑party lease; however, committee structures, executive sessions, and formal risk mitigators partially offset these concerns .