Margaret Liberman
LEE ENTERPRISESAbout Margaret R. Liberman
Independent director at Lee Enterprises since 2019; age 55. Former SVP, News/Talk & Entertainment at SiriusXM (2017–Mar 2023); prior VP & Editor in Chief at Yahoo News (2013–2017); 13 years at The New York Times in digital/editorial roles. Education: B.A., Barnard College (1990); M.S., Columbia Journalism School (1995). She is a lifelong journalist and accomplished digital media executive focused on digital platform strategy and editorial content .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SiriusXM | SVP, News, Talk & Entertainment | Oct 2017 – Mar 2023 | Led content and strategic direction across talk portfolio and podcasts |
| Yahoo News Group | VP & Editor in Chief | Sep 2013 – Jun 2017 | Directed editorial/content strategy |
| The New York Times | Deputy News Editor, Digital Development; Deputy Editor, NYT Magazine; Story Editor | 2000–2013 | Oversaw award‑winning video/multimedia projects; digital development |
| Earlier editorial roles | Us Weekly, Swing Magazine, Martha Stewart Living, Bridal Guide | Prior to 2000 | Editorial roles early career |
External Roles
- No current public company directorships disclosed beyond LEE .
- No non-profit/academic board roles disclosed for Ms. Liberman in LEE’s proxy .
Board Governance
- Independence: Board determined Ms. Liberman is independent under Nasdaq and SEC rules .
- Committees: Member, Nominating & Corporate Governance Committee (NCGC) .
- Committee chairs: Not a chair of any standing committee .
- Lead Independent Director: Herbert W. Moloney III (not Ms. Liberman) .
- Attendance: The Board met 9 times in 2024; no incumbent director attended fewer than 75% of Board and applicable committee meetings .
- Committee activity in 2024: Audit & Risk Management (8 meetings), Executive Compensation Committee (4 meetings), NCGC (10 meetings) .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock .
Fixed Compensation (Non-Employee Director)
| Year | Cash Retainer | Committee/Lead/Chair Fees | Equity Grant (grant-date fair value) | Total |
|---|---|---|---|---|
| 2024 (calendar) | $100,000 | $0 (not a chair/lead) | $60,000 (restricted stock) | $160,000 |
- Program design highlights: Annual cash retainer; additional retainers for Lead Director ($20k), Audit/ECC Chairs ($15k), NCGC Chair ($10k); director stock ownership guidelines in place; annual RS awards to directors (value determined by Board) .
Performance Compensation (Director Equity)
| Component | Structure | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Restricted Stock (director grant) | Annual RS under LTIP | Fully vests on first anniversary of grant | None (time‑based; no performance metrics disclosed) |
| Clawback | LTIP awards subject to Company clawback policy | As per clawback policy | Policy applies to recovery of erroneously awarded compensation |
Note: Performance metrics (EBITDA, digital revenue, etc.) apply to executive incentives, not to non‑employee director equity; director equity is time-based .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company boards | None disclosed for Ms. Liberman |
| Compensation Committee interlocks | ECC had no interlocks; all members independent (Ms. Liberman is not on ECC) |
| Related party transactions | No related‑person transactions involving directors disclosed; Audit Committee oversees any such matters under policy |
Expertise & Qualifications
- Digital media strategy and editorial leadership at scale (SiriusXM, Yahoo, NYT) .
- Education: B.A. Barnard (1990); M.S. Columbia Journalism (1995) .
- Board qualification emphasis: digital platform strategy; content/audience expertise aligned with LEE’s digital transformation .
Equity Ownership
| Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Dec 31, 2024 | 17,986 | 0.29% (calc: 17,986 / 6,190,328) | Less than 1% of class |
| Oct 31, 2025 | 26,726 | 0.43% (calc: 26,726 / 6,261,825) | Less than 1% of class |
- Pledging/hedging: Prohibited by Company policy for directors .
- Ownership guidelines: Director stock ownership guidelines implemented (individual compliance status not disclosed) .
Say‑on‑Pay & Shareholder Feedback (Governance Signal)
- 2024 say‑on‑pay support: 65.8% of votes cast; Board acknowledged decline and implemented changes (more performance‑based LTI, expanded CD&A, board refresh) .
- LTIP amendment: Board/ECC proposed adding 500,000 shares to LTIP (overhang would rise to ~14% if approved); ECC did not retain a compensation consultant for that decision .
Section 16 Compliance (Insider Reporting)
| Item | Status |
|---|---|
| Director Section 16(a) filing compliance in 2024 | Company reports compliance for persons subject to Section 16(a) during 2024 (exception noted was a Form 3 for a newly appointed officer, not a director) |
Governance Assessment
-
Strengths:
- Independent director with deep digital media operating expertise aligned to LEE’s strategy; member of NCGC, supporting board refresh and governance processes .
- Solid engagement/attendance: Board/committees active; no incumbent director below 75% attendance .
- Alignment features: Annual equity grants to directors; hedging/pledging prohibited; ownership guidelines in place .
-
Watch items:
- Shareholder sensitivity on pay: 65.8% say‑on‑pay indicates tepid support; Board is responding with structure/transparency changes (not director-specific but relevant to oversight credibility) .
- Potential dilution optics: LTIP share increase implies higher overhang (to ~14%) if approved—an investor scrutiny point, though within ECC/Board purview (Ms. Liberman is not on ECC) .
-
RED FLAGS: None specific to Ms. Liberman identified in filings—no related‑party transactions, no hedging/pledging, independent status affirmed, and no Section 16(a) delinquencies reported for directors .