Shaun McAlmont
LEE ENTERPRISESAbout Shaun E. McAlmont
Dr. Shaun E. McAlmont, 58, has served as an independent director of Lee Enterprises since May 2022. He is President & CEO of NINJIO, LLC (cybersecurity training) and previously led Career Learning at Stride, Inc. (NYSE: LRN); earlier he was CEO of Neumont College of Computer Science and Lincoln Educational Services (NASDAQ: LINC). He holds a B.S. in Psychology from Brigham Young University and multiple graduate degrees including a Doctorate of Higher Education Management from the University of Pennsylvania; he completed the Stanford Directors College Board Education Program. He is also a director of BorgWarner (NYSE: BWA), serving on its compensation committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stride, Inc. (NYSE: LRN) | President, Career Learning | 2018–early 2022 | Led multi-year digital transformation; doubled business via new programs, acquisitions, and partnerships |
| NINJIO, LLC | President & CEO | Early 2022–present | Oversees cybersecurity training; current operating role |
| Neumont College of Computer Science | President & CEO | 2015–2017 | For-profit STEM training institution |
| Lincoln Educational Services (NASDAQ: LINC) | President & CEO | 2005–2015 | Career education operator |
| Alta Colleges; Heald Colleges | Senior management roles | 1991–2005 | Pioneered online learning at scale |
| Stanford University | Early career | Not disclosed | Early professional foundation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| BorgWarner (NYSE: BWA) | Director | Current | Compensation Committee member |
| NINJIO, LLC | President & CEO | Current | N/A (private company) |
Board Governance
- Independence: The Board determined Dr. McAlmont is “independent” under Nasdaq and SEC rules; he serves on two independent-only committees.
- Committees: Member, Audit & Risk Management Committee (8 meetings in FY2024) and Executive Compensation Committee (4 meetings in FY2024).
- Attendance: In 2024 the Board met 9 times; no incumbent director attended fewer than 75% of combined Board/committee meetings.
- Board leadership: Separate Chair (Mary E. Junck) and CEO (Kevin D. Mowbray) with Lead Independent Director (Herbert W. Moloney III) presiding over executive sessions and shareholder engagements.
- Prohibition on hedging/pledging: Directors/officers are prohibited from hedging, holding in margin accounts, or pledging Company stock.
Committee composition snapshot (2025 proxy):
| Committee | Members | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit & Risk Management | Fletcher, Moloney, Miller, McAlmont | Steven C. Fletcher | 8 |
| Executive Compensation (ECC) | Fletcher, Magid, Moloney, McAlmont | Herbert W. Moloney III | 4 |
| Nominating & Corporate Governance (NCGC) | Liberman, Magid (Chair), McIntosh | Brent M. Magid | Not disclosed (2024: shown separately) |
Fixed Compensation
Director pay structure (current program):
- Annual cash retainer: $100,000; Chair/Lead/Committee chair additional retainers: Lead Director $20,000; Audit/ECC Chair $15,000; NCGC Chair $10,000.
- Annual restricted stock award: $60,000 grant-date fair value; vests on first anniversary; granted at fair market value.
Non-employee director compensation – McAlmont (calendar years):
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | 64,516 | 60,000 | 124,516 |
| 2023 | 100,000 | 60,000 | 160,000 |
| 2024 | 100,000 | 60,000 | 160,000 |
Deferred compensation: Directors may elect to defer cash compensation to an Outside Directors Deferral Plan or a “rabbi trust”; investments directed by the director.
Performance Compensation
There is no disclosed performance-based equity for non-employee directors; equity grants are time-based restricted stock.
As an ECC member, McAlmont oversees executive incentive design; current metrics and LTIP composition:
Short-term incentive metrics (executives):
| Metric | Weight (%) |
|---|---|
| Adjusted EBITDA | 34 |
| Digital Revenue | 33 |
| Individual measurable objectives (digital transformation) | 33 |
Long-term incentive plan design (executives):
| Instrument | Share of Award | Vesting/Term |
|---|---|---|
| Performance Share Units (PSUs) | 50% | 3-year performance period |
| Restricted Stock (time-based) | 25% | 1/3 vest annually over 3 years |
| Stock Options | Up to 25% | 10-year term; 3-year vest; strike at grant-date fair value |
Say-on-pay signal: 2024 say-on-pay received 65.8% support; ECC responded by increasing performance-based LTIP mix and board refreshment.
Compensation peer group used for benchmarking:
| Peer | Ticker |
|---|---|
| Gannett Company, Inc. | GCI |
| TownSquare Media, Inc. | TSQ |
| E.W. Scripps Company | SSP |
| Tegna Inc. | TGNA |
| The New York Times Company | NYT |
| Sinclair Broadcast Group, Inc. | SBGI |
Other Directorships & Interlocks
| Company | Role | Committee | Interlocks |
|---|---|---|---|
| BorgWarner (NYSE: BWA) | Director | Compensation Committee | No compensation committee interlocks; ECC members (including McAlmont) had no Item 404 relationships disclosed. |
Compensation Committee Interlocks: ECC members (Fletcher, Magid, McAlmont, Moloney) were independent; no officer cross-membership or relationships requiring Item 404 disclosure.
Expertise & Qualifications
- Deep digital transformation leadership in education/training; public company CEO experience; strategic partnerships and M&A execution.
- Advanced governance education (Stanford Directors College); doctoral-level training in higher education management.
- Financial literacy affirmed for Audit & Risk Management Committee members; the committee includes an SEC-designated financial expert (Fletcher).
Equity Ownership
| Date (as of) | Shares Beneficially Owned | % of Class |
|---|---|---|
| Dec 31, 2024 | 14,109 | <1% (asterisk) |
| Proxy published Nov 13, 2025 | 22,849 | <1% (asterisk) |
Group holdings: All executive officers and directors as a group (15 persons) beneficially owned 9.8% as of Dec 31, 2024.
Policies: Hedging, margin accounts, and pledging of Company stock are prohibited for directors.
Governance Assessment
- Board effectiveness: Dual committee service (Audit & Risk; ECC) with robust meeting cadence (Audit & Risk 8; ECC 4 in FY2024) supports oversight of financial reporting, cyber risk, and incentive alignment.
- Independence/engagement: Classified “independent”; attendance thresholds met across Board/committees in 2024; presence on Audit & Risk report underscores active participation.
- Pay alignment: Director pay mix is stable ($100k cash + $60k time-based equity) promoting ownership without short-term risk; ECC oversight strengthened LTIP to include PSUs following 65.8% say-on-pay feedback.
- Conflicts/related-party: No Item 404 related-party relationships disclosed for ECC members; Section 16 compliance exceptions in 2024 did not involve McAlmont.
- Ownership skin-in-the-game: Beneficial ownership increased from 14,109 to 22,849 shares between Dec 2024 and the latest proxy, consistent with equity retainer accruals and alignment policies; no hedging/pledging permitted.
RED FLAGS: None identified related to pledging/hedging, related-party transactions, or committee interlocks. 2024 say-on-pay support at 65.8% is below typical levels and warrants continued monitoring of ECC responsiveness and disclosure transparency.