Herbert Moloney
LEE ENTERPRISESAbout Herbert W. Moloney III
Herbert W. Moloney III (age 73) is an independent director of Lee Enterprises, serving on the board since 2001 and currently designated by the independent directors as Lead Director, with responsibilities to preside over executive sessions, liaise between the CEO and independent directors, and approve agendas and schedules in consultation with the Chair . The board has affirmatively determined he is independent under Nasdaq and SEC rules, and no incumbent director attended fewer than 75% of board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Colorprint, Inc. | President & COO | Dec 2006 – Jul 2011 | Led advertising supplements/commercial printing serving publishers |
| Washington Examiner | President & Publisher | Apr 2005 – Nov 2006 | Publishing leadership |
| Vertis, Inc. | COO North America; EVP | 2000 – Mar 2005 | Targeted advertising/marketing solutions to retail/consumer services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy biography |
Board Governance
- Current roles: Lead Director; Chair, Executive Compensation Committee (ECC); Member, Audit & Risk Management Committee; Member, Nominating & Corporate Governance Committee (NCGC) .
- Independence: Board determined Mr. Moloney is independent; all members of ECC, Audit, and NCGC are independent .
- Attendance: Board met nine times in 2024; no incumbent director attended fewer than 75% of aggregate board and committee meetings. Audit met eight times in 2024; NCGC met ten times; ECC met four times .
- Lead Director duties include presiding at executive sessions of non-management directors, calling such meetings, agenda-setting for those sessions, and shareholder engagement as appropriate . Non-management directors meet regularly without management present .
Fixed Compensation (Director)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Board-approved program (Dec 2019) |
| Additional retainers | Lead Director $20,000; Audit Chair $15,000; ECC Chair $15,000; NCGC Chair $10,000 | Role-based fees |
| Annual equity (non-employee directors) | $60,000 in restricted stock | Vests on first anniversary of grant |
| 2024 actual (Moloney) | Fees earned $135,000; Stock awards $60,000; Total $195,000 | As Lead Director and ECC Chair |
- Deferral: Non-employee directors may elect to defer cash compensation via the Outside Directors Deferral Plan; amounts paid after separation, optionally through a rabbi trust .
- Hedging/pledging: Directors are prohibited from hedging, holding stock in margin accounts, or pledging company securities .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Director equity | Restricted stock under LTIP | Time-based only; fully vests at first anniversary; no performance metrics for directors |
| Clawback | Company may cancel or recoup awards under the Clawback policy | Applies to plan awards, including equity granted under LTIP |
The LTIP prohibits repricing of options/SARs without shareholder approval and contains no excise tax gross-ups—positive governance features .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Moloney in the proxy biography |
| Committee interlocks | ECC members (including Moloney) were independent; no insider participation or Item 404 related-person conflicts among ECC members in 2024 |
Expertise & Qualifications
- More than three decades of leadership across publishing and television industries, with deep experience in advertising, marketing, operations, and strategy relevant to Lee’s business model .
- Governance roles spanning compensation (ECC Chair), risk/financial oversight (Audit member), and board composition/governance (NCGC member) .
- Lead Director responsibilities indicate engagement with executive sessions, agenda setting, and shareholder interactions, supporting independent board oversight .
Equity Ownership
| Holder | Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|
| Herbert W. Moloney III | Dec 31, 2024 | 30,161 | <1% | As reported in annual proxy |
| Herbert W. Moloney III | Oct 31, 2025 | 38,901 | <1% | As reported in special meeting proxy |
- Ownership policies: Director stock ownership guidelines are in effect (specific multiples not detailed in the proxy) .
- Pledging/hedging: Prohibited by insider trading policy (alignment positive) .
Compensation Committee Analysis (as ECC Chair)
- Say-on-Pay: 65.8% approval in 2024—below typical large-majority support—which prompted shareholder outreach to holders representing ~30% of outstanding shares .
- ECC responses: Introduced CD&A disclosure despite smaller reporting company status, restructured long-term incentives to 50% performance-based/50% time-based, and revised annual bonus metrics to include Adjusted EBITDA (34%), Digital Revenue (33%), and individual objectives (33%) .
- LTIP amendment: ECC recommended adding 500,000 shares to the LTIP (overhang rising from 5.9% to 14% if approved); ECC did not retain an outside compensation consultant for this determination .
Related-Party/Conflict Controls
- Related-party transactions policy administered by the Audit & Risk Management Committee; approvals only if in the Company’s best interests and on fair terms. No Item 404 transactions involving ECC members were disclosed for 2024 .
- Board reports robust independence across committees and maintains a code of ethics and whistleblower procedures, with regular executive sessions of non-management directors .
Governance Assessment
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Strengths
- Independent Lead Director with clear responsibilities; strong committee coverage (ECC Chair; Audit and NCGC member) enhancing oversight of pay, risk, and board composition .
- Prohibitions on hedging/pledging; LTIP includes no repricing without shareholder approval and no excise tax gross-ups; double-trigger change-in-control vesting—shareholder-friendly features .
- Demonstrated responsiveness to investor feedback following 65.8% Say-on-Pay—ECC implemented more performance linkage and transparency .
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Watch items / potential red flags
- Say-on-Pay support at 65.8% indicates investor concerns around pay-for-performance; continued monitoring of ECC design and outcomes is warranted .
- LTIP share request raising potential overhang to 14% if approved; requires disciplined grant practices and performance conditions to mitigate dilution risk .
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Attendance and engagement: No incumbent director fell below 75% meeting attendance in 2024; board and key committees met frequently, suggesting active oversight .
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Independence and conflicts: Board independence confirmed; no ECC interlocks or related-person conflicts disclosed for ECC members; related-party reviews centralized in Audit .