Les Ottolenghi
LEE ENTERPRISESAbout Les Ottolenghi
Les Ottolenghi is Chief Transformation and Commercial Officer at Lee Enterprises (LEE), with 25+ years in digital transformation and enterprise technology leadership. He previously served as EVP and CIO at Stride Inc., EVP & Global CIO at Caesars Entertainment, Global CIO at Las Vegas Sands, and CIO at Carlson Wagonlit Travel; he co-founded BlackFire, a public technology innovation center, and has been recognized as CIO of the year by CIO Magazine, Gartner, and Computerworld . Age 62 as disclosed in LEE’s proxy . Ottolenghi has been an officer at LEE at least since May 2024 (executed Form 3/4/5 limited power of attorney) and was featured on LEE’s Q4 2024 and Q1 2025 earnings calls to detail AI partnership and product initiatives (Perplexity, ProRata.ai, AWS; SmartSearch/SmartSites; AI Boost), indicating direct responsibility for AI-driven commercialization and execution . Company performance context during his tenure: TSR declined through FY2024 (value of initial $100 investment to $37), with net loss widening, while management emphasizes Adjusted EBITDA and digital revenue in incentives .
Company Performance Context (FY Basis)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR (Value of $100 Initial Investment) | 71.70 | 46.30 | 37.00 |
| Net Income (Loss) ($USD) | $97,000 | $(2,733,000) | $(23,573,000) |
Revenue and EBITDA (Company Context)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $632,268,000* | $557,616,000* | N/A* |
| EBITDA ($USD) | $80,240,000* | $56,047,000* | N/A* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stride Inc. | EVP & Chief Information and Technology Officer | — | Led digital transformation, AI, and digital product initiatives |
| Caesars Entertainment Corp. | EVP & Global Chief Information Officer | — | Enterprise technology leadership across hospitality/gaming |
| Las Vegas Sands Corp. | Global Chief Information Officer | — | Global technology operations and platform modernization |
| Carlson Wagonlit Travel | Chief Information Officer | — | Travel tech platforms, operations and data strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlackFire Innovation Center | Co-founder | — | Co-founded world’s largest public technology innovation center (Las Vegas) |
Fixed Compensation
- Not disclosed for Les Ottolenghi in the Summary Compensation Table (he was not a Named Executive Officer for FY2024; NEOs were CEO Kevin Mowbray, CFO Tim Millage, SVP Nathan Bekke) .
Performance Compensation
- Company-wide program structure (applies to NEOs; CTCO participation specifics not itemized):
- Short-term incentives mix: 34% Adjusted EBITDA, 33% Digital Revenue, 33% individual measurable objectives tied to digital transformation; targets set vs Board-approved budget .
- Long-term equity awards redesigned to 50% time-based and 50% performance-based; options capped at 25% of total award value, RSUs 25%, PSUs 50%; options vest 30%/30%/40% over 3 years; RSUs vest ratably over 3 years; PSUs measured over a 3-year period .
- 2024 outcome: No annual cash incentive payout achieved for the CEO; NEO bonus “Award —” indicates no payments; targets (CEO $900k; CFO $262.5k; SVP $300k) are shown for calibration .
Incentive Structure and FY2024 Outcome (Program-Level)
| Metric | Weighting | Target Definition | Actual/Payout FY2024 | Vesting Terms |
|---|---|---|---|---|
| Adjusted EBITDA | 34% | Board-approved budget performance | CEO: No bonus achieved ; NEOs: Awards “—” | N/A (cash) |
| Digital Revenue | 33% | Board-approved budget performance | CEO: No bonus achieved ; NEOs: Awards “—” | N/A (cash) |
| Individual Objectives | 33% | Measurable goals tied to digital transformation | CEO: No bonus achieved ; NEOs: Awards “—” | N/A (cash) |
| Stock Options | 25% of LTIP value cap | Fair market value at grant; performance-aligned via price appreciation | LTIP awards to NEOs: none in 2024 | 30%/30%/40% over 3 years |
| RSUs (Restricted Stock Awards) | 25% of LTIP value | One share per unit upon vesting | LTIP awards to NEOs: none in 2024 | 1/3 per year over 3 years |
| PSUs (Performance Share Units) | 50% of LTIP value | One share per unit if 3-year goals met | LTIP awards to NEOs: none in 2024 | End of 3-year period |
Equity Ownership & Alignment
| Holder | Shares of Common Stock | Percent of Class | As-of Date |
|---|---|---|---|
| Les Ottolenghi | 20,000 | <1% | December 31, 2024 |
- Prohibition against hedging and pledging: Directors and officers may not hedge, hold in margin accounts, or pledge Company securities; insider trading policy prohibits speculative trading and pledging, reducing misalignment/forced-selling risk .
- Vested vs unvested shares, options/PSUs, and ownership guideline status: Not disclosed for Les.
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Severance (non-COC) | Not detailed | — |
| Change-of-Control (COC) Severance | CEO: 3x annual base salary and highest recent annual bonus; Vice Presidents: 1x annual base salary and highest recent annual bonus; plus average company contributions to DC plans (matching the multiple), legal fee coverage, continued welfare benefits, outplacement | Category for CTCO not explicitly enumerated; framework indicates title-based multiple |
| COC Equity Treatment | Double-trigger for early vesting/exercise or cash-out unless replacement awards granted; vesting/payment within 30 days post-surrender if applicable | Applies to restricted stock, options, stock grants |
| Excise Tax | Payments capped to maximize after-tax proceeds if 280G excise tax applies | Shareholder-favorable cap |
| Restrictive Covenants | 1-year restrictions post-agreement effectiveness: non-disclosure, non-compete, non-solicit customers, non-solicit/hire employees (with exceptions) | Typical retention/transition protections |
Performance & Track Record
- AI execution highlights: Announced partnerships with Perplexity and ProRata; formalized AWS agreement; introduced SmartSearch/SmartSites, AI Boost, and AI-driven ad/automation solutions; early tests showed 85% adoption among engaged users for AI personalization in key markets .
- Pay-versus-Performance view: CAP and TSR declined through 2024; Net loss widened, contextualizing at-risk comp outcomes and the ECC’s move to stronger performance alignment via PSUs .
Compensation Peer Group (Benchmarking)
| Peer Company |
|---|
| Gannett Company, Inc. |
| TownSquare Media, Inc. |
| E.W. Scripps Company |
| Tegna Inc. |
| The New York Times Company |
| Sinclair Broadcast Group Inc. |
- Use of outside compensation consultants on specific issues; internal HR comp data aggregation and peer benchmarking at median targeted for total comp opportunity .
Compensation Committee Analysis
- Executive Compensation Committee (ECC): Members Herbert W. Moloney III (Chair), Steven C. Fletcher, Brent M. Magid, Shaun E. McAlmont; independent directors; met 4 times in FY2024; administers retirement, non-qualified, LTIP, ESPP/SPP, sets salaries/incentives, reviews terminations >$200k, approves multi-year executive contracts, sets/assesses CEO/exec incentive measures, and oversees comp risk .
- 2024 investor outreach after a 65.8% say-on-pay approval led to increased transparency and restructured LTIP to 50% time-/50% performance-based awards .
Stock Ownership & Governance Policies
- Anti-hedging/pledging policy: Prohibits hedging, margin accounts, and pledging for directors/officers; supports alignment and reduces downside leverage risk .
- Board governance and committee independence affirmed; modernized bylaws (majority voting, proxy access), and ongoing refreshment to enhance digital expertise .
Employment & Contracts
- Officer status: Executed Form 3/4/5 limited power of attorney on May 7, 2024, confirming role as an officer authorized for Section 16 filings .
- Non-compete/non-solicit: One-year restrictions per change-of-control agreements .
- Garden leave/post-termination consulting: Not disclosed.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 65.8%; ECC responded with enhanced disclosure and LTIP restructuring to include PSUs and options alongside RSUs, and continued board refresh .
Expertise & Qualifications
- Core expertise: AI/ML commercialization, enterprise CIO leadership, digital transformation; industry recognition by CIO Magazine, Gartner, Computerworld; BlackFire co-founder .
Work History & Career Trajectory
- Senior tech leadership across education (Stride), gaming/hospitality (Caesars, Las Vegas Sands), and travel (Carlson), culminating in transformation/commercial leadership at LEE .
Investment Implications
- Alignment: Direct ownership of 20,000 shares (<1%); anti-pledging policy lowers forced sale risk, but limited disclosed ownership and lack of NEO status reduce direct pay-for-performance transparency on Les specifically .
- Incentive design: Shift to PSUs and options improves alignment with TSR/financial outcomes; double-trigger COC treatment avoids single-trigger windfalls, while excise tax cap improves shareholder economics .
- Execution signals: Multiple AI partnerships/products and early adoption metrics evidence decisive execution in growth levers; watch for quantification of revenue/EBITDA uplift from AI commercialization in subsequent filings/calls for stronger trading signals .
- Governance/sentiment: 65.8% say-on-pay and program refresh indicate sensitivity to investor feedback; monitoring future PVP and bonus outcomes against Adjusted EBITDA/Digital Revenue targets will be key to assessing compensation-performance integrity .