Mary Junck

About Mary Junck

Mary E. Junck (age 77) is Chairman of the Board at Lee Enterprises and has served on the Board since 1999; she previously was EVP & COO (1999), President (2000), CEO (2001–2016), Executive Chairman (2016), and Chairman (2019–present) . The Board has affirmatively determined she is “independent” under Nasdaq and SEC rules . Her industry credentials include senior executive roles at Times Mirror (publisher/CEO of The Baltimore Sun, oversight of Newsday, Hartford Courant, The Morning Call, Southern Connecticut Newspapers, St. Paul Pioneer Press; magazines and StayWell) and leadership at The Associated Press (director 2004–2017; Chairman 2012–2017) .

Past Roles

External Roles

Board Governance

• Committee memberships: None; Junck is not listed on Audit & Risk Management, Executive Compensation, or Nominating & Corporate Governance committees .
• Chair roles: Chairman of the Board; separate CEO and Chair structure with independent Lead Director (Herbert W. Moloney III) . Lead Director responsibilities include presiding at executive sessions, agenda-setting for non-management directors, liaison duties, and shareholder engagement as appropriate .
• Independence: Board determined Junck is independent under Nasdaq and SEC rules .
• Attendance: Board met 9 times in 2024; no incumbent director attended fewer than 75% of aggregate Board and committee meetings .
• Cyber and risk oversight: Audit & Risk Management Committee (independent directors) oversees risk, compliance, internal audit, and cybersecurity; committee met 8 times in 2024 .

Fixed Compensation

• Program benchmarks: Standard non-employee director cash retainer $100,000; chair fees: Lead Director $20,000; Audit/ECC $15,000; NCGC $10,000; annual restricted stock awards increased to $60,000 in 2022 for non-employee directors (Chair may receive more) .
• ECC authority: ECC sets non-employee director compensation including Chairman, Lead Director, and committee chairs .

Performance Compensation

• No performance-based metrics are tied to director equity awards; vesting is time-based (one-year) .

Other Directorships & Interlocks

Expertise & Qualifications

• 34+ years executive leadership in publishing across major dailies and digital transformation; oversight across operations, strategy, financial matters, and board management .
• Governance experience as AP Chairman and director; current public board service at Postmedia .

Equity Ownership

• Anti-hedging/pledging: Insider trading policy prohibits hedging, holding in margin accounts, or pledging company securities .
• Director stock ownership guidelines: Implemented as part of Board compensation program; details in Corporate Governance Guidelines (not quantified in proxy) .

Insider Trades (Form 4)

Data via insider-trades skill; each record shows post-transaction ownership count consistent with proxy tables .

Governance Assessment

• Strengths: Independent Chair with deep sector expertise; robust governance framework (majority independent Board; independent committees; proxy access; majority voting; regular executive sessions; anti-hedging/pledging) . High engagement (Board met 9 times; no director below 75% attendance) supports oversight .
• Compensation alignment: Director pay mixes cash and equity; equity vests in one year. 2024 total of $430k for Chairman appears reasonable for a small-cap publisher with complex transformation agenda .
• Signals/Shareholder feedback: 2024 say-on-pay support was 65.8%—a cautionary signal—prompting outreach (~30% of outstanding shares) and ECC responses (adding performance-based LTIP components for executives, expanded CD&A disclosures, Board refreshment) .
• Potential risks/red flags:
  • Concentration of influence: Chair role plus long tenure can amplify influence; mitigate with Lead Director and independent committees .
  • Industry interlock: Current directorship at Postmedia (industry peer) warrants monitoring; no related-party transactions disclosed in the proxy .
  • Say-on-pay softness: 65.8% is below typical comfort threshold; sustained improvement efforts should be tracked .
• Related-party transactions: Company describes robust review/approval procedures through Audit & Risk Management Committee; no specific related-person transactions are disclosed in the proxy .

Compensation Committee Analysis

• ECC composition: Independent directors (Fletcher, Magid, McAlmont, Moloney); ECC met 4 times in FY2024; oversees LTIP, incentive programs, executive pay, director pay, and compensation risk .
• Consultants: Korn Ferry provided a director compensation study in 2019; company may use external consultants periodically; ECC targets competitive levels with peer benchmarking (Gannett, TownSquare, Scripps, Tegna, NYT, Sinclair) .

Say-On-Pay & Shareholder Feedback

• 2024 say-on-pay approval: 65.8% of votes cast .
• Company response: Investor outreach (~30% of outstanding shares); restructured LTIP (50% performance-based; clarified metrics around Adjusted EBITDA and Digital Revenue for executives); enhanced CD&A; added two new independent directors in 2024 .

Fixed Compensation (Program Reference)

Performance Compensation (Director)

• No disclosed performance metrics for director equity; vesting is time-based at 1 year .

Equity Ownership & Alignment

• Beneficial ownership: 214,061 shares; 3.5% (Dec 31, 2024) ; 3.4% (Oct 31, 2025) .
• Anti-hedging/pledging policy: Prohibits hedging, margin accounts, pledging .
• Ownership guidelines: Implemented for directors (specific multiples not disclosed in proxy) .

Potential Conflicts and Related Party Exposure

• Related-party transactions: Company has formal review/approval procedures; proxy does not disclose any related-person transactions involving directors (including Junck) .

Notes

• Board and committee structure, independence, attendance, and director compensation are drawn from LEE’s 2025 Annual Proxy .
• Beneficial ownership data from 2025 Annual Proxy (Dec 31, 2024) and 2025 Special Meeting Proxy (Oct 31, 2025) .
• Insider transactions for Mary Junck from SEC Form 4 filings via insider-trades skill (see table above).