Steven Fletcher
LEE ENTERPRISESAbout Steven Fletcher
Steven C. Fletcher, 56, has served as an independent director of Lee Enterprises since 2020 and is currently Chairman of the Audit and Risk Management Committee and a member of the Executive Compensation Committee; he previously chaired the Nominating and Corporate Governance Committee . He holds a B.A. in Economics from UCLA, an M.B.A. from the Wharton School, and began his career as a CPA at Deloitte & Touche; he later held senior investment banking roles at Goldman Sachs (1994–2002) and GCA Savvian (2003–2018), bringing deep capital markets, M&A, and digital media expertise and is designated a financial expert for the audit committee . The Board has affirmatively determined Fletcher is independent under Nasdaq and SEC rules, including heightened standards for audit and compensation committees . His current board term expires in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche | CPA | Began career | Foundational accounting experience . |
| Goldman, Sachs & Co. | Various leadership roles: Head of Private Placement Group; Head of IT Services; Co-Head of Hardware/Storage/EMS/Internet Infrastructure | 1994–2002 | Led sectors and capital formation; senior leadership . |
| GCA Savvian | Managing Director; Co-Head Digital Media; Head of Software; Management Committee | 2003–2018 | Digital media/software coverage; corporate finance and strategy . |
| Explorer Parent LLC | CEO (SPAC sponsor platform) | Since July 2020 | SPAC sponsorship; financing and transaction expertise . |
| atVenu (private) | Independent Director | 2013–Aug 2022 | Audit and Compensation Committees . |
| Life Signals, Inc. (private) | Independent Director | Since Nov 2021 | Healthcare tech governance experience . |
External Roles
| Organization | Capacity | Since | Notes |
|---|---|---|---|
| Carney Technology Acquisition Corp. II (NASDAQ: CTAQ) | Advisor | Dec 2020 | SPAC advisory role . |
| Epiphany Technology Acquisition Corp. (NASDAQ: EPHY) | Advisor | Jan 2021 | SPAC advisory role . |
| BioPlus Acquisition Corp. (NASDAQ: BIOS) | Advisor | Jan 2021 | SPAC advisory role . |
| Enterprise 4.0 Technology Acquisition Corp. (NASDAQ: ENTF) | Advisor | Oct 2021 | SPAC advisory role . |
No current public company directorships for Fletcher are disclosed; his roles are advisory to SPACs and directorships at private companies .
Board Governance
- Independence: The Board determined Fletcher qualifies as an “independent” director under Nasdaq and SEC standards, including heightened independence for audit and compensation committees .
- Attendance: In 2023, the Board met six times, and no incumbent director attended fewer than 75% of Board and committee meetings; all nominees and incumbents attended the April 18, 2023 annual meeting . In 2024, the Board met nine times, with the same ≥75% attendance standard met; the February 22, 2024 annual meeting was largely attended .
- Committee work:
- 2023: NCGC Chair; Audit Committee Member; ECC Member .
- 2024: Audit Committee Chair; ECC Member; NCGC Member .
- 2024 Audit Committee activity: 11 meetings; all members independent; Fletcher named in audit committee report .
- 2025: Audit & Risk Management Committee Chair; ECC Member (NCGC membership not shown) .
- Lead Independent Director: Herbert W. Moloney III serves as Lead Director with defined duties (executive sessions, agendas, liaison roles) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Fees (USD) | $105,000 | $112,500 | $112,500 |
| Equity Award Value (USD) | $60,000 | $60,000 | $60,000 |
| Total (USD) | $165,000 | $172,500 | $172,500 |
- Program structure (Board-wide): $100,000 annual cash retainer; chair retainers: Lead Director $20,000; Audit and ECC $15,000; NCGC $10,000; annual restricted stock for non-employee directors (value increased from $50,000 in 2020 to $60,000 beginning 2022); elimination of meeting/membership fees; ownership guidelines implemented; optional deferral via Outside Directors Deferral Plan or “rabbi trust” .
Performance Compensation
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Instrument | Restricted Stock | Restricted Stock | Restricted Stock |
| Grant Value (USD) | $60,000 | $60,000 | $60,000 |
| Vesting | Fully vested on first anniversary of grant | Fully vested on first anniversary of grant | Fully vested on first anniversary of grant |
| Performance Metrics | None disclosed for director equity; time-based vesting only | None disclosed | None disclosed |
No option awards, performance share units, or director-specific performance metrics are disclosed for Fletcher; director equity is time-based RS .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| SPAC advisory roles (CTAQ, EPHY, BIOS, ENTF) | Public SPACs (advisor) | Transactional overlap risk theoretical; no Item 404 related-party disclosures reported for ECC members | ECC interlocks section states all 2024 ECC members (including Fletcher) were independent, not Company officers/employees, and had no Item 404 relationships; no reciprocal compensation committee interlocks disclosed . |
| atVenu | Private | None disclosed | Service ended Aug 2022; Audit and Compensation Committees . |
| Life Signals, Inc. | Private | None disclosed | Independent director role . |
Expertise & Qualifications
- Financial and capital markets expertise (Goldman Sachs, GCA Savvian), digital media sector coverage, corporate financial management; designated audit committee financial expert .
- Education: UCLA (B.A. Economics), Wharton (M.B.A.), CPA credential from Deloitte & Touche .
Equity Ownership
| Metric | Dec 29, 2023 | Dec 31, 2024 | 2025 Proxy (Shares of Common Stock) |
|---|---|---|---|
| Shares Owned | 13,292 | 23,986 | 33,726 |
| Percent of Class | <1% | <1% | <1% |
| Hedged/Pledged | None hedged or pledged (as of 2023 table footnote) | Not specifically re-stated; no contrary disclosure | Not specifically re-stated; no contrary disclosure |
Trend shows increasing personal stake from 13,292 (2023) to 23,986 (2024) and 33,726 (2025), reinforcing alignment; no hedging/pledging disclosed in the 2024 proxy’s footnote .
Governance Assessment
- Board effectiveness: Fletcher brings senior capital markets and digital media domain expertise, serves as audit chair/financial expert, and maintains independence—key strengths for oversight of financial reporting, risk (including cyber), and compensation risk evaluation .
- Engagement: Audit committee met 11 times in FY2023 and eight times in FY2024; Board achieved ≥75% attendance standards in 2023 and 2024, indicating strong committee cadence and director engagement .
- Compensation alignment: Director pay mix is cash plus time-based restricted stock ($60,000 annual value since 2022); Fletcher does not receive meeting fees or options, and equity vests over one year—moderate risk structure with equity ownership guidelines in place .
- Conflicts and red flags:
- Independence affirmed; ECC interlocks disclose no Item 404 related-party relationships and no reciprocal compensation committee interlocks; audit committee charter includes related-party review .
- Hedging/pledging: none disclosed in 2024 proxy footnote; continued increases in beneficial ownership support alignment .
- Potential exposure: SPAC sponsorship/advisory roles can create theoretical transactional overlap, but the proxy discloses independence and absence of Item 404 relationships for ECC members; monitor for related-party transactions or pledging in future filings. Bold RED FLAG status not indicated by current disclosures .
Overall signal: Strong audit leadership and independence with rising share ownership and no disclosed related-party transactions or hedging/pledging; SPAC-related external roles warrant routine monitoring for new transactions but no current red flags are disclosed .