John H. Griffin, Jr.
About John H. Griffin, Jr.
John H. “Jack” Griffin, Jr. (age 64) is an independent director of Harte Hanks, Inc. and has served on the Board since July 2018; he was appointed Chairman in April 2021, and previously served in the Office of the CEO and as Chairman of the Operations Committee (2018–2019) . He is currently Operating Chairman of Magazines at Dotdash Meredith (an IAC subsidiary) and brings deep operating and advisory experience from prior senior roles at Time Inc., Meredith, Tribune Publishing (CEO and director), Empirical Media, and Oaklins DeSilva+Phillips . The Board has affirmatively determined he is independent under NASDAQ standards and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harte Hanks | Member, Office of the CEO; Vice Chairman; Chair, Operations Committee | 2018–2019 | Provided operational oversight during transition |
| Tribune Publishing Company | Chief Executive Officer and Director | 2014–2016 | Led spin-off of Newspaper Division into separate public company |
| Empirical Media LLC | Founder & CEO | 2011–2014 | Digital transition, restructuring, strategic planning advisory |
| Oaklins DeSilva+Phillips | Managing Director | 2016–2018 | Mid-market M&A, valuations, restructurings in media/marketing services |
| Time Inc.; Meredith Corporation | CEO (Time Inc.); Senior executive roles (Meredith) | Various | Large-scale media operating experience and performance delivery |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dotdash Meredith (IAC subsidiary) | Operating Chairman, Magazines | Current | Media operating leadership; part of IAC group |
| Dennis Publishing | Chairman of the Board | 2018–2021 | UK private equity-backed; sold to Future PLC in Oct 2021 |
Board Governance
- Committees (2025): Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Independence: Board determined Griffin is independent for NASDAQ, Audit, Compensation, and Nominating committees; no material relationships with the Company .
- Attendance: In 2024, the Board met 8 times; Griffin and all directors attended at least 99% of Board and applicable committee meetings .
- Executive sessions: As independent Chairman, Griffin presided over executive sessions in 2024, enhancing independent oversight .
- Majority voting bylaw: Directors submit irrevocable resignations if they fail to receive a majority of votes in uncontested elections; Board must accept absent compelling reasons (90-day decision window) .
- Say-on-pay signal: Prior say-on-pay approval was 99.95% of votes cast, indicating strong shareholder support for compensation governance .
Fixed Compensation
| Component (Program) | Amount/Terms |
|---|---|
| Annual Retainer – General Director | $60,000 |
| Annual Retainer – Chairman of the Board | $90,000 |
| Annual Committee Chair Fee | $7,500–$20,000 |
| Annual Equity Award (RSUs) | $90,000 grant-date fair value; 12,048 shares referenced for 2024 |
| Annual Project Elevate Fee (Chairman) | $60,000 |
Director-level compensation actually received by Griffin:
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $157,500 | $90,000 | $247,500 |
| 2024 | $157,500 | $90,000 | $247,500 |
Notes:
- RSUs granted to non-employee directors in 2024 vest on the first anniversary of grant .
- Directors may elect to receive some or all cash fees in stock under the 2020 Plan .
Performance Compensation
| Director Equity Performance Metrics | 2023 | 2024 |
|---|---|---|
| Performance conditions (RSUs) | None disclosed; annual director RSUs are time-based | None disclosed; annual director RSUs are time-based |
| Vesting schedule | RSUs vest on first anniversary of grant | RSUs vest on first anniversary of grant |
No director performance metrics (e.g., TSR percentile or EBITDA goals) are tied to director equity awards; RSUs are time-based .
Other Directorships & Interlocks
| Company | Role | Current/Former | Potential Interlock Risk |
|---|---|---|---|
| Tribune Publishing Company | Director (and CEO) | Former (2014–2016) | None disclosed with HHS’s customers/suppliers |
| Dotdash Meredith (IAC) | Operating Chairman, Magazines | Current | No disclosed related-party transactions with HHS |
No related-party transactions or material relationships disclosed for Griffin; Board independence review found no material relationships .
Expertise & Qualifications
- Proven operator and advisor in restructuring, reengineering, and exceeding financial targets in public and private company settings .
- Led a major public-company spin-off (Tribune Publishing) and guided digital transitions for legacy media businesses .
- Brings finance and governance acumen across media, marketing services, information, education, and healthcare communications .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| March 31, 2024 | 181,557 | 2.51% |
| March 25, 2025 | 197,773 | 2.69% |
Additional alignment mechanisms:
- Director stock ownership guidelines: non-employee directors are encouraged to hold 5× the annual cash retainer; directors are in compliance or working toward compliance .
- Hedging policy: Hedging of company securities is prohibited; management is not aware of any hedging by insiders .
Governance Assessment
- Board effectiveness: Griffin’s multi-committee service (Audit/Comp/NCG Chair) and presiding over executive sessions bolster independent oversight; attendance is exceptionally strong (≥99%) .
- Independence and conflicts: Board affirmatively determined independence; no related-party transactions disclosed involving Griffin; hedging prohibited; no pledging disclosed .
- Alignment and incentives: Director pay mix for Griffin in 2024 is ~64% cash ($157.5k) and ~36% equity ($90k), with time-based RSUs vesting in one year—providing some ownership alignment without short-term performance gaming .
- Shareholder signals: Majority voting bylaw and irrevocable resignation policy reduce entrenchment risk; prior say-on-pay approval at 99.95% supports compensation governance .
- RED FLAGS to monitor:
- Dedicated “Project Elevate” fee for Chairman ($60,000) could create perceived incentives tied to a specific internal program; investors should monitor disclosure of scope, milestones, and outcomes to ensure oversight neutrality .
- Concentration of roles (Chair of Nominating & Corporate Governance; member of Audit and Compensation) heightens reliance on continued robust independence practices and executive session rigor .
Overall, disclosures indicate strong independence, high engagement, and clear governance mechanisms (majority voting, executive sessions, prohibitions on hedging), with modest equity alignment and no disclosed related-party conflicts. Continued transparency around special Chairman program fees and committee role rotations will be important for sustaining investor confidence .