Madeline McIntosh
LEE ENTERPRISESAbout Madeline E. McIntosh
Madeline E. McIntosh (55) is an independent director of Lee Enterprises since 2024. She is a digital media veteran and former CEO of Penguin Random House US; currently CEO and Publisher of Authors Equity (founded March 2024). She also serves as an independent director of Simon & Schuster, is President of Poets & Writers, and an advisor to Shimmr AI. At Lee, she is designated independent under Nasdaq/SEC rules and sits on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penguin Random House US | Chief Executive Officer | Prior to 2024 (years not disclosed) | Led major industry inflection points including ecommerce, ebooks, digital audio |
| Amazon | Executive (role not specified) | Prior to 2024 (years not disclosed) | Contributed to consumer book market shifts (ecommerce, digital formats) |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Authors Equity, Inc. | CEO & Publisher | March 2024 | Launched new publishing model emphasizing profit sharing and long-term collaboration |
| Simon & Schuster | Independent Director | By 2024 | Global book publisher acquired by KKR in 2023 |
| Poets & Writers | President | Not disclosed | Non-profit serving creative writers |
| Shimmr AI | Advisor | Not disclosed | AI-supported ad tech for books |
Board Governance
- Independence: Board determined McIntosh is independent under Nasdaq and SEC rules .
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCGC) . No Audit or Executive Compensation (ECC) assignments .
- Attendance: Board met 9 times in 2024; no incumbent director attended fewer than 75% of Board and committee meetings; Annual Meeting attendance disclosed (majority present) .
- Board leadership/structure: Separate Chair (Mary Junck) and CEO (Kevin Mowbray) with an independent Lead Director (Herbert W. Moloney III); independent committees with written charters .
Fixed Compensation
Program structure for non-employee directors and McIntosh’s 2024 actuals.
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer |
| Chair/Lead Director retainers | Lead Director $20,000; Audit & ECC $15,000; NCGC $10,000 | Paid in addition to base retainer if applicable |
| 2024 fees received (McIntosh) | $20,897 | Prorated cash compensation for 2024 entry mid-year |
| Deferral plan | Available | Outside Directors Deferral Plan permits deferral of cash compensation |
Performance Compensation
Non-employee director equity is time-based; no performance metrics apply.
| Equity Element | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual restricted stock | $60,000 (program level) | Vests on 1st anniversary of grant | None (time-based only) |
| McIntosh 2024 stock award recognized | — | — | No equity value reported in 2024 director comp table |
| Grant schedule on appointment | 2024 annual grant scheduled Nov 1, 2024; thereafter each June 1 | As per 2020 LTIP; time-based vesting | No performance criteria |
Other Directorships & Interlocks
| Company/Entity | Type | Possible Interlocks/Conflicts |
|---|---|---|
| Simon & Schuster (director) | Private publishing company | No related-party transactions disclosed with Lee; Board maintains related-person review via Audit & Risk Management Committee |
| Authors Equity (CEO/Publisher) | Private publisher | No related-party transactions disclosed with Lee |
| Poets & Writers (President) | Non-profit | Not indicated as related-party |
| Shimmr AI (Advisor) | Private tech | Not indicated as related-party |
Expertise & Qualifications
- Digital/media transformation operator with decades of experience; recognized for foresight on technological change; accolades include Forbes 50 Over 50 (Vision), Girls Write Now “Agent of Change,” UJA Publishing Titan Award .
- Governance: Service on NCGC aligns with board refreshment and governance enhancements emphasized by Lee .
Equity Ownership
| Metric | Dec 31, 2024 | Oct 31, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 3,543 | 12,283 |
| % of outstanding | <1% (per proxy footnote) | <1% (per proxy footnote) |
Notes: Company prohibits directors from hedging, holding in margin accounts, or pledging Company securities, reducing alignment risks from derivatives/pledges .
Governance Assessment
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Strengths
- Independence, appropriate committee placement (NCGC), and strong media-tech transformation background enhance board oversight of Lee’s digital strategy .
- Director compensation structure balances cash with time-based equity; ownership is building (shares increased from 3,543 to 12,283 in 2025), supporting alignment over time .
- Risk controls: explicit prohibitions on hedging/pledging, and a clear related-party transaction review process via the Audit & Risk Management Committee .
-
Watch-fors / Context for investors
- Say-on-pay support for executive compensation was 65.8% in 2024, below typical large-majority thresholds; board and ECC initiated changes (more performance-based LTIs, enhanced disclosure). While not director pay, it reflects broader governance sentiment and responsiveness to investors .
- No performance-based component in director equity (time-based RS only) is common but offers limited explicit pay-for-performance linkage for directors; alignment relies on share ownership and vesting .
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RED FLAGS
- None disclosed specific to McIntosh: no related-party transactions, no pledging/hedging, independence affirmed, and attendance threshold met at the board level in 2024 .