Astrid Garcia
LEE ENTERPRISESAbout Astrid Garcia
Astrid J. Garcia is Vice President – Human Resources and Legal and Chief Legal Officer at Lee Enterprises. She has held this role since 2013 and previously served as Vice President of Human Resources and Operations at the St. Louis Post-Dispatch (2006–2013); prior roles include senior human resources and legal advisory positions in the publishing industry. Ms. Garcia is 74 years old. Company performance context: in FY2024, total operating revenue was $611.4M (−11.5% YoY), digital revenue was $299.1M (+9.4%), Adjusted EBITDA was $65.3M, and net loss was $23.6M; TSR from a fixed $100 investment measured 71.70 (FY2022), 46.30 (FY2023), and 37.00 (FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lee Enterprises | VP – Human Resources & Legal; Chief Legal Officer | 2013–Present | Oversees HR and legal, supports digital transformation and cost control initiatives |
| St. Louis Post-Dispatch (Lee) | VP of Human Resources & Operations | 2006–2013 | Led HR and operational functions at Lee’s largest market, enabling transformation groundwork |
External Roles
No external directorships or public company board roles disclosed for Ms. Garcia .
Fixed Compensation
- As a smaller reporting company, Lee discloses detailed compensation tables for named executive officers (NEOs) only; Ms. Garcia is not an NEO, so her individual base salary and bonus outcomes are not disclosed .
- Program structure for executives: base salary set using peer benchmarking and internal equity; annual incentives tied to Board-approved budget targets; long-term incentives delivered via a mix of restricted stock, stock options, and performance share units under the 2020 LTIP .
Performance Compensation
| Metric | Weighting | Target Basis | Actual (FY2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 34% | Board-approved annual budget | Not disclosed for Ms. Garcia | Not disclosed for Ms. Garcia | N/A |
| Digital Revenue | 33% | Board-approved annual budget | Not disclosed for Ms. Garcia | Not disclosed for Ms. Garcia | N/A |
| Individual MBOs (digital transformation) | 33% | Measurable objectives tied to digital strategy | Not disclosed for Ms. Garcia | Not disclosed for Ms. Garcia | N/A |
Long-term incentive design (company-wide framework):
- Mix: 50% performance-based PSUs, 25% restricted stock, up to 25% stock options .
- Vesting: RS awards vest one-third on each of the first three anniversaries; PSUs have a three-year performance period; options vest 30%/30%/40% over three years with a 10-year term .
- Guardrails: no option/SAR repricing without shareholder approval; no evergreen share increase; no excise tax gross-ups on awards; clawback policy applies to awards .
Equity Ownership & Alignment
| Metric | Dec 31, 2024 | Oct 31, 2025 |
|---|---|---|
| Beneficial Ownership (Common Shares) | 21,514 | 23,153 |
| Ownership as % of Shares Outstanding | Less than 1% | Less than 1% |
| Hedging/Pledging Status | Hedging/derivatives, margin accounts, and pledging prohibited for directors and officers | Hedging/derivatives, margin accounts, and pledging prohibited for directors and officers |
- Vested vs. unvested breakdown for Ms. Garcia and option holdings are not disclosed (restricted stock/option tables are provided only for NEOs) .
- Director stock ownership guidelines exist, but executive officer stock ownership guidelines are not disclosed .
Employment Terms
- Change-of-control agreements: Lee maintains amended and restated agreements with senior executive officers, including Vice Presidents, providing severance only upon a change of control combined with a qualifying termination (double-trigger) .
- Severance economics for Vice Presidents: 1x annual base salary plus highest recent annual bonus; continued welfare benefits for the applicable period; payment of average company contributions under defined contribution plans, legal fee coverage; excise tax “cap” to optimize net-of-tax outcomes (no tax gross-ups) .
- Term and renewal: agreements extend for two years and automatically renew to maintain a two-year protection period unless notice is given ≥60 days before the renewal date .
- Non-compete and non-solicit: 1-year restrictions post-change-of-control effective period covering competition, solicitation of customers and employees, and confidentiality .
- Equity awards under LTIP in a change of control: no automatic vesting; if successor does not assume or substitute awards, service-based awards vest and options/SARs become exercisable; PSUs subject to award agreement provisions; typically double-trigger treatment when replacement awards are provided .
Performance & Track Record
Company operational and financial context relevant to executive incentive alignment:
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| TSR ($100 initial investment) | 71.70 | 46.30 | 37.00 |
| Total Operating Revenue ($MM) | — | — | $611.4 |
| Digital Revenue ($MM) | — | — | $299.1 (+9.4% YoY) |
| Digital-only Subscription Revenue YoY | — | — | +38.9% |
| Adjusted EBITDA ($MM) | — | — | $65.3 |
| Net Loss ($MM) | — | — | $(23.6) |
Highlights: Digital advertising and marketing services revenue reached $194.2M (+0.5% YoY), with Amplified Digital revenue at $99M (+8.5% YoY); BLOX Digital standalone revenue was $38.6M (+10.4% YoY); Cash Costs were $553.3M, down 10.1% .
Compensation Governance and Peer Benchmarking
- 2024 say-on-pay support was 65.8%; shareholder feedback prompted a shift to 50% performance-based LTI and enhanced transparency; annual say-on-pay continues through 2029 .
- Compensation peer group used for benchmarking includes Gannett, TownSquare Media, E.W. Scripps, Tegna, The New York Times, and Sinclair Broadcast Group; market median targeted with size and complexity adjustments .
- Executive Compensation Committee (ECC) oversees salary, incentives, LTIP administration, and risk management; ECC membership includes independent directors with defined charter responsibilities .
Compensation Structure Analysis
- Shift to higher at-risk equity via PSUs (50% of LTI value) increases pay-for-performance alignment versus prior time-based dominance .
- Options capped at 25% of LTI value with 3-year vesting and 10-year term maintain leverage to stock price recovery without repricing .
- Clawback adoption and anti-hedging/pledging enhance governance; excise tax cap avoids shareholder-unfriendly gross-ups .
Investment Implications
- Alignment: Ms. Garcia’s role ties incentives to Adjusted EBITDA and digital revenue with PSUs and RS vesting over multi-year horizons, reinforcing transformation priorities; governance guardrails (clawback, anti-hedging/pledging, no repricing) reduce agency risk .
- Retention risk: Change-of-control protections for Vice Presidents (1x salary+bonus, benefits, double-trigger equity vesting if not assumed) provide baseline retention, but relatively modest multiples versus market peers could pressure retention in a volatile industry M&A environment .
- Selling pressure: No pledging permitted and absence of disclosed Form 4 data here; beneficial holdings increased modestly from 21,514 to 23,153 shares between year-end 2024 and Oct 2025, suggesting no evident selling pressure from her stake in this period .
- Pay program risk: 65.8% say-on-pay support indicates lukewarm shareholder endorsement; ECC’s move to PSUs and transparency was responsive, but continued underperformance (negative net income, declining TSR) may constrain incentive payouts and heighten retention risk for key executives .