Jonathon Miller
LEE ENTERPRISESAbout Jonathon F. Miller
Jonathon F. Miller, 68, is an independent director of Lee Enterprises since 2024. He is a senior executive and investor at the intersection of technology and media, formerly Chairman & CEO of AOL, Chairman & CEO of News Corp Digital Media Group, President & CEO of USA Interactive (IAC), and a partner at Advancit Capital; he serves on LEE’s Audit & Risk Management Committee. He has advisory roles with Global Citizen and Harvard’s Office of the Vice Provost for Advances in Learning, and has received multiple industry awards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AOL, Inc. | Chairman & CEO | — | Led digital news operations globally |
| News Corp Digital Media Group | Chairman & CEO | — | Directed global digital strategy |
| USA Interactive (now IAC) | President & CEO | — | Operating leadership in digital/media |
| Advancit Capital | Partner | ~10 years | VC investments in 100+ companies |
| Global Citizen | Senior media advisor | — | Advisory role to Global Live series |
| Harvard OVPAAL | Advisor | — | Advisory role on learning initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Akamai Technologies | Director | — | Public company board service |
| Nielsen | Director | — | Public company board service |
| Expedia | Director | — | Public company board service |
| TripAdvisor | Director | — | Public company board service |
| Interpublic Group | Director | — | Public company board service |
| BBC News Worldwide | Director | — | Media board service |
| RTL Broadcasting | Director | — | Media board service |
| NY Public Radio | Director | — | Non-profit board service |
| First Look Media | Director | — | Media board service |
Board Governance
- Committee assignments: Audit & Risk Management Committee member; committee met eight times in FY2024.
- Independence: Board determined Miller is independent under Nasdaq and SEC rules.
- Board effectiveness: Board met nine times in 2024; no incumbent director attended fewer than 75% of combined Board and committee meetings.
- Leadership: Separate Chair and CEO; Lead Independent Director is Herbert W. Moloney III with defined responsibilities including executive sessions.
Fixed Compensation
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual Board cash retainer (non-employee directors) | $100,000 | Implemented Dec 2019 program |
| Lead Director annual retainer | $20,000 | Additional to board retainer |
| Audit Committee Chair annual retainer | $15,000 | Additional to board retainer |
| ECC Chair annual retainer | $15,000 | Additional to board retainer |
| NCGC Chair annual retainer | $10,000 | Additional to board retainer |
| Director compensation deferral | Available | Outside Directors Deferral Plan / “rabbi trust” option |
| Jonathon F. Miller – 2024 Director Compensation (Calendar Year) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $20,897 |
| Value of Stock Awards | — |
| Total | $20,897 |
Performance Compensation
| Equity Award Feature (Directors) | Detail |
|---|---|
| Annual restricted stock award | $60,000 value; implemented in 2022 |
| Vesting | Fully vests on first anniversary of grant date |
| Dividends | Accrue; not paid until vesting |
| Option/SAR repricing | Prohibited without shareholder approval |
| Excise tax gross-ups | Not provided under LTIP |
| Cash buyouts of underwater options | Prohibited |
| Performance metrics tied to director awards | None disclosed for non-employee directors |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Akamai, Nielsen, Expedia, TripAdvisor, Interpublic Group | Director | Public boards; informational network breadth |
| BBC News Worldwide, RTL Broadcasting, NY Public Radio, First Look Media | Director | Media/non-profit governance experience |
| Advancit Capital | Partner | Partnered with Shari Redstone (Paramount Global) at VC firm; not a LEE transaction. |
No Item 404 related-party relationships were reported for ECC members in 2024; Miller is not on ECC. Audit & Risk Management Committee oversees related persons’ reports.
Expertise & Qualifications
- Digital media and technology leadership (AOL; News Corp Digital Media)
- Investment and capital allocation experience (Advancit Capital; IAC)
- Cyber and risk oversight via Audit & Risk Management Committee remit and Board reporting cadence
- Industry recognition: UJA ‘Media Man of the Year’; Producers Guild Inaugural Pioneer Prize; International Emmy Vanguard Award; Hollywood Reporter Digital Power Player; Monaco Media Festival Interactive Pioneer Award.
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Dec 31, 2024 | 3,543 | <1% | Director table; “less than one percent” footnote |
| Oct 31, 2025 | 12,283 | <1% | Director table; 6,261,825 shares outstanding |
Insider Trades
| Filing Date | Transaction Date | Form | Transaction Type | Shares | Price | Ownership After | Ownership Form | Source |
|---|---|---|---|---|---|---|---|---|
| Jun 4, 2025 | Jun 2, 2025 | Form 4 | Award of Common Stock | 8,740 | $0.00 | 12,283 | Direct (D) | (https://investors.lee.net/sec-filings/sec-filing/4/0001183010-25-000030) (https://investors.lee.net/static-files/4100d075-e187-453d-8ab8-3bc59d92b453) |
Governance Assessment
- Board effectiveness: Miller is independent, serves on the Audit & Risk Management Committee, and the Board reported no incumbent director below 75% attendance in 2024; the committee met eight times, indicating active oversight of financial reporting, risk, cybersecurity, and related-person transactions.
- Alignment and incentives: Standard program provides $100,000 cash retainer plus annual $60,000 restricted stock award vesting at one year (no options/gross-ups/repricing), with deferral options available; Miller’s disclosed 2024 cash receipt was $20,897 with no equity grant shown, and his beneficial ownership increased to 12,283 shares by Oct 2025.
- Ownership and signals: Beneficial ownership remains under 1% of the class; insider award in June 2025 brought holdings to 12,283 shares; no pledging or hedging disclosures noted in the proxy extracts reviewed.
- Conflicts and red flags: Audit & Risk Management Committee oversees related-party transactions; ECC members had no Item 404 relationships reported in 2024; special meeting proxy noted no unique director/officer interests in Charter Amendments beyond general stockholder interests. No option repricing or tax gross-ups under LTIP.