Nathan Bekke
LEE ENTERPRISESAbout Nathan E. Bekke
Senior Vice President – Operations and Audience Strategy at Lee Enterprises; with the company since 1988 across sales, marketing, and publishing roles (Publisher, Casper Star-Tribune 2003–2015; VP Consumer Sales & Marketing since 2015). Age 55 as of the 2025 proxy . Company performance context: FY2024 revenues were $557.6M and EBITDA $56.0M (vs. FY2023 revenues $632.3M and EBITDA $80.2M; YoY declines reflect a challenging print environment amid ongoing digital transition)*. TSR value of a fixed $100 investment fell from 46.30 (2023) to 37.00 (2024) .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lee Enterprises (Casper Star-Tribune) | Publisher | 2003–2015 | Led operations of a Lee newspaper |
| Lee Enterprises | VP – Consumer Sales & Marketing | Since Feb 2015 | Oversaw consumer sales and marketing initiatives |
| Lee Enterprises | Senior Vice President – Operations and Audience Strategy | Current | Senior executive responsibilities for operations and audience strategy |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary | $500,833 | $460,962 | $577,500 |
| Non-equity incentive plan (annual bonus) | $355,484 | $60,512 | $0 |
| Stock awards (grant-date fair value) | $250,000 | $125,000 | $73,783 |
| Option awards | $0 | $0 | $0 |
| All other compensation | $11,301 | $16,329 | $5,931 |
| Total | $1,117,618 | $662,803 | $657,214 |
Performance Compensation
- Annual incentive structure (2024): 34% Adjusted EBITDA, 33% Digital Revenue, 33% individual measurable business objectives tied to digital transformation; bonuses scale from 0–200% of financial target for NEOs other than CEO based on Board-approved budget attainment .
- 2024 actual payout: No annual incentive awarded to Bekke; target bonus opportunity listed at $300,000 (indicator of design, not payout) .
| Metric | Weighting | Target basis | Actual (2024) | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 34% | Annual budget | Not disclosed; no bonus paid | Tiered grid; 0–200% of target | N/A |
| Digital Revenue (Company) | 33% | Annual budget | Not disclosed; no bonus paid | Tiered grid; 0–200% of target | N/A |
| Individual measurable goals | 33% | Digital transformation objectives | Not disclosed; no bonus paid | Tiered grid; 0–200% of target | N/A |
Long-Term Incentive Plan (LTIP) design:
- Prior approach (through 2024 grants): Time-based restricted stock awards vest 100% after 3 years; no partial vesting; options (when granted) 10-year term, vest 30%/30%/40% over 3 years .
- Restructured LTIP (approved in 2025): Mix shifted to 50% performance share units (3-year performance period), 25% restricted stock (vest one-third annually over 3 years), stock options capped at 25% of award value with 3-year vest and 10-year term .
| LTIP feature | Structure | Notes |
|---|---|---|
| PSUs | 50% of award value; 3-year performance period | Aligns awards to multi-year KPIs |
| RSUs/Restricted Stock | 25% of award value; vest one-third annually over 3 years | Annual tranche vesting |
| Stock options | ≤25% of award value; 3-year vest; 10-year term | Granted at FMV; non-repricing; no cash buyouts while underwater |
| Clawback | Recovery of erroneously awarded compensation | Company policy applies to awards |
| Change-in-control | Double-trigger vesting if not assumed/replaced, or upon qualifying termination after CoC | Awards generally do not auto-vest on CoC if replaced equivalently |
Equity Ownership & Alignment
Beneficial ownership:
- Shares beneficially owned by Bekke
- 12/31/2024: 35,585 shares (less than 1%)
- 10/31/2025: 41,203 shares (less than 1%)
Unvested restricted stock outstanding (as of 9/29/2024):
| Award | Shares unvested | Market value at $8.79 (9/27/2024) |
|---|---|---|
| 2022 Stock Award | 8,331 | $73,229 |
| 2023 Stock Award | 6,995 | $61,486 |
| 2024 Stock Award | 8,394 | $73,783 |
Recent equity grant details:
| Grant date | Instrument | Shares | Grant-date fair value |
|---|---|---|---|
| 12/12/2023 | Restricted stock | 8,394 | $73,783 |
| 12/09/2022 | Restricted stock | 6,995 | $125,000 |
| Not disclosed | 2022 award (outstanding at 9/29/2024) | 8,331 | Not disclosed at grant |
Ownership policies:
- Hedging and pledging prohibited; no margin accounts or pledging of Company stock permitted (alignment-friendly) .
Employment Terms
Change-of-control employment agreements (company-wide template):
- Term and auto-renewal: Agreements extend for two years; on each anniversary the CoC protection period auto-extends two years unless notice 60 days prior .
- Severance multiples upon qualifying termination during CoC protection:
- CEO: 3× salary + highest recent annual bonus
- Vice Presidents: 1× salary + highest recent annual bonus
- Additional benefits: Multiple-based payment of average Company contributions to defined contribution plans; continued welfare benefits; outplacement; fee reimbursement; excise tax “cap” (no gross-up) to maximize net after-tax payment .
- Post-termination restrictive covenants (1 year from effectiveness): Non-compete; non-solicit customers; non-solicit/hire employees; confidentiality .
- Change-in-control award treatment: Double-trigger vesting; awards generally do not auto-vest if assumed/replaced; vest upon qualifying termination or if not assumed/replaced .
Estimated net present value of CoC severance and benefits (as of FY2024):
| Executive | Estimated NPV |
|---|---|
| Nathan E. Bekke | $1,474,519 |
Performance & Track Record
Company fundamentals:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $632,268,000* | $557,616,000* |
| EBITDA (USD) | $80,240,000* | $56,047,000* |
| *Values retrieved from S&P Global. |
Pay-versus-performance TSR index (value of $100 investment):
| Year | TSR value |
|---|---|
| 2022 | 71.70 |
| 2023 | 46.30 |
| 2024 | 37.00 |
Say-on-pay & shareholder feedback:
- 2024 say-on-pay support: 65.8% of votes cast; Board engaged holders (~30% of shares) and enhanced transparency; LTIP restructured to increase performance-based equity to 50% .
Compensation peer group and target positioning:
- Peer companies used: Gannett, Townsquare Media, E.W. Scripps, Tegna, The New York Times, Sinclair Broadcast Group; Company targets median market positioning for total opportunity .
Investment Implications
-
Alignment: Prohibition on hedging/pledging, presence of clawback, and double-trigger vesting mitigate misalignment and entrenchment risk . Shift to 50% PSUs strengthens pay-for-performance going forward .
-
Retention/pressure: Meaningful unvested restricted stock across 2022–2024 vintages with 3-year vesting suggests ongoing equity overhang and potential selling events upon vest; prior design was 100% cliff at 3 years, now RSUs vest annually (reducing lump-sum selling pressure) .
-
Performance risk: FY2024 saw YoY declines in revenue and EBITDA with TSR down, aligning with zero bonus payout in 2024—indicating discipline in the annual plan and potential for future upside if digital metrics and Adjusted EBITDA recover* .
*Values retrieved from S&P Global. -
Change-in-control economics: Bekke’s estimated CoC package ($1.47M NPV) and 1× multiple (VP tier) appear moderate versus media peers; no excise tax gross-ups and a cap structure are shareholder-friendly .