Timothy Millage
LEE ENTERPRISESAbout Timothy Millage
Timothy R. Millage, age 44, is Vice President, Chief Financial Officer & Treasurer of Lee Enterprises, Inc. (LEE) since August 2018, after serving as Corporate Controller (2012–2018) and previously as an audit manager at Deloitte . Under his finance leadership, LEE’s FY2024 performance delivered $299.1M in total digital revenue (+9.4% YoY), Adjusted EBITDA of $65.3M, and a net loss of $23.6M amid print headwinds and cost controls . Pay-versus-performance disclosures show total shareholder return (TSR) moved from 71.7 (FY2022) to 46.3 (FY2023) to 37.0 (FY2024), contextualizing compensation alignment with outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lee Enterprises | Corporate Controller | 2012–2018 | Led controllership and reporting through transformation and debt reduction focus . |
| Deloitte LLP | Audit Manager | Pre-2012 | Managed audits for multinational clients; foundation for public company reporting rigor . |
External Roles
- Not disclosed for Mr. Millage in company filings reviewed.
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $474,519 | $525,000 |
| Target Annual Bonus | $262,500 (50% of salary) | $262,500 |
| Actual Annual Bonus Paid | $62,291 | $0 |
| All Other Compensation | $15,161 | $12,446 |
| Total Compensation | $681,971 | $625,346 |
Notes:
- CFO base salary was increased to $525,000 effective January 1, 2022 following a Korn Ferry benchmarking review; maintained in 2024 .
- Standard benefits include health, retirement plan matching, connectivity reimbursement, one club membership dues, and charitable match up to $5,000 via Lee Foundation .
Performance Compensation
Annual Incentive Design (FY2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA vs Board-approved Budget | 34% | Company budget | Below threshold (no payout) | 0% |
| Digital Revenue vs Budget | 33% | Company budget | Below threshold (no payout) | 0% |
| Individual measurable objectives (digital transformation) | 33% | ECC-set goals | Not disclosed | 0% (no award) |
- FY2024 CEO bonus was also zero; overall program requires performance ≥90% of budget to trigger payouts .
Long-Term Incentives (Structure approved for grants under 2020 LTIP)
- Mix: 50% Performance Share Units (PSUs), 25% Restricted Stock Awards (RSAs), ≤25% stock options; PSUs have 3-year performance period; RSAs vest one-third annually over 3 years; options 10-year term, vest 30%/30%/40% over 3 years .
- Clawback: Awards subject to Recovery of Erroneously Awarded Executive Compensation policy .
- Repricing/Cash buyouts prohibited; no excise tax gross-ups on awards .
Millage Equity Grants and Vesting
| Grant | Grant Date | Shares | Grant-date Fair Value |
|---|---|---|---|
| 2024 Stock Award | 12/12/2023 | 10,000 | $87,900 |
| 2023 Stock Award | 2023 | 7,275 | $130,000 |
| 2022 Stock Award | 2022 | 8,331 | Not disclosed (unvested value below) |
| Unvested RS Awards (as of 9/29/2024) | Shares | Market Value (at $8.79) |
|---|---|---|
| 2024 Stock Award | 10,000 | $87,900 |
| 2023 Stock Award | 7,275 | $63,947 |
| 2022 Stock Award | 8,331 | $73,229 |
| Vesting Realized in 2024 | Shares | Value Realized |
|---|---|---|
| Restricted Stock Vested | 5,000 | $46,700 |
Options: None disclosed/awarded to Millage in 2023–2024; companywide equity plan showed no outstanding options at FY2024 .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| 12/31/2024 | 35,035 | <1% |
| 10/31/2025 | 39,961 | <1% |
- Hedging/pledging policy: Directors, officers, and covered employees are prohibited from hedging, holding in margin accounts, or pledging company shares .
- Non-qualified deferred compensation (FY2024 activity): Contributions $14,715, Company match $5,886, Earnings $28,796, Ending balance $151,688 .
Employment Terms
- Change-of-Control Agreement (CFO):
- Auto-renewing 2-year protection window; double-trigger framework with defined “cause” and “good reason” .
- Severance upon qualifying termination in connection with change-of-control: 1.0x annual base salary + 1.0x highest recent annual bonus; plus 1.0x average Company contributions to defined contribution plans over prior 3 years; continued welfare benefits; outplacement; reimbursement of legal fees .
- Excise tax mitigation via cap (no gross-up) to maximize net after-tax payout .
- Post-effective covenants (1 year): confidentiality, non-compete, non-solicit customers, and non-solicit/hire employees (with limited exceptions) .
- Estimated net present value of Millage change-of-control severance and benefits (as of FY2024): $1,383,295 .
- Equity awards: LTIP amended for double-trigger vesting acceleration only if not assumed/replaced or upon qualifying termination post-change-of-control; otherwise continued on equivalent terms .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| TSR (initial $100 investment value) | 71.7 | 46.3 | 37.0 |
| Total Operating Revenue | $691M | $691M | $611.4M |
| Total Digital Revenue | $273M | $273M | $299.1M |
| Adjusted EBITDA | $85M | $85M | $65.3M |
Execution highlights and current outlook from CFO commentary:
- Digital revenue has grown >17% annually since FY2021; digital gross margin ~70% (highly profitable) .
- FY2025 guidance: total digital revenue growth 7–10% YoY; Adjusted EBITDA growth low single digits; identified ~$40M annual cost reductions targeted by end of Q2; monetization pipeline of ~$25M non-core assets (with $5–6M closed early in FY2025 and ~$8M slated for FY2025) .
- Ongoing AI product initiatives (AI Enablement, AI Boost, AI Social, SmartSites.ai) to accelerate digital revenue growth .
Governance, Compensation Program & Shareholder Feedback
- Say-on-Pay support was 65.8% at 2024 annual meeting; ECC responded by adding CD&A disclosures, rebalancing LTI mix to 50% performance-based and 50% time-based awards, and enhancing board refreshment .
- Compensation peer group used for benchmarking: Gannett, Townsquare Media, E.W. Scripps, Tegna, New York Times, Sinclair Broadcast Group; target median market pay with internal equity considerations .
- Board committees relevant to compensation oversight: Executive Compensation Committee (independent members; change-of-control and plan administration), Audit & Risk Management Committee .
Investment Implications
- Alignment: Millage’s pay structure ties cash incentives to Adjusted EBITDA and Digital Revenue against board-approved budgets, with equity now emphasizing PSUs; FY2024 zero cash bonus underscores pay-for-performance discipline amid budget shortfalls .
- Retention risk: Double-trigger, modest CFO-level severance (1x salary+bonus) and one-year non-compete/non-solicit reduce abrupt exit risk, while no tax gross-ups and clawbacks are investor-friendly .
- Selling pressure: Unvested RSAs across 2022–2024 total 25,606 shares as of FY2024 and will vest over time; beneficial ownership rose from 35,035 to 39,961 by late 2025, with hedging/pledging prohibited—tempering forced-selling concerns .
- Execution: CFO’s plan to drive digital growth and margins, execute ~$40M cost reductions, and monetize ~$25M of non-core assets supports deleveraging and EBITDA stabilization; monitor delivery vs FY2025 guidance and AI monetization traction .