Deborah McDermott
Mediaco HoldingAbout Deborah A. McDermott
Deborah A. McDermott (age 71) is an independent director of MediaCo (MDIA) and serves as the independent Board Chair; she has been a director since November 2019 and is CEO of Standard Media Group LLC, a broadcast and digital media company . As Board Chair, her responsibilities include leading executive sessions of independent directors, coordinating Board agendas with the CEO, and being available for major shareholder consultation as appropriate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Media Group LLC | Chief Executive Officer | Not disclosed | Leads broadcast/digital media operations |
| Media General, Inc. | Chief Operating Officer | Not disclosed | Senior operations leadership at a large TV station group |
| Young Broadcasting | CEO/President | Not disclosed | Led mergers with Media General and LIN Media; oversight of 70+ TV stations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ABC Board of Governors | Board member | Not disclosed | Industry governance/advocacy role |
| Television Bureau of Advertising (TVB) | Director | Not disclosed | Industry trade body board |
| National Association of Broadcasters (NAB) | Director | Not disclosed | Industry trade body board |
| International Radio and Television Society (IRTS) | Director | Not disclosed | Industry association board |
| C200; CEO.org | Member | Not disclosed | Executive leadership networks |
| Prior: Country Music Association | Director (prior) | Not disclosed | Entertainment industry non-profit governance |
| Prior: National Association of Television Program Executives (NATPE) | Chair (prior) | Not disclosed | Led industry organization |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined McDermott is an “independent director” under Nasdaq and serves as independent Board Chair . |
| Committees | Compensation Committee (Chair); Audit Committee (Member). Both committees comprised of independent directors; Audit: Greene (Chair), McDermott, McAdaragh, Pertuz, Thakrar; Compensation: McDermott (Chair), Cannon, Thakrar, McAdaragh . |
| Committee Meetings (FY 2024) | Audit: 4 meetings; Compensation: 3 meetings . |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024 . |
| Engagement | Independent directors (via Board Chair) can be contacted ([email protected]); Board Chair leads executive sessions and may consult with major shareholders . |
| Controlled Company Status | MediaCo is a “controlled company” under Nasdaq; exempt from having a separate independent nominating committee—functions handled by full Board . |
Fixed Compensation
| Policy/Practice | Details |
|---|---|
| Base Director Retainer | Authorized annual retainer of $75,000 for non-officer directors (authorization from 2021 remains referenced) . |
| Chair/Committee Chair Retainers | Additional retainers authorized: Board Chair $50,000; Audit Chair $50,000; other past special committee chairs as listed in proxy history . |
| Temporary Retainer Reductions | Since summer 2020, directors reduced retainers by 20% (McDermott by 40%); reduction remained in effect for 2024, with the 2024 reduction expected to be paid in Class A Shares upon approval of new equity plan . |
| 2025 Plan Director Cap | Non-employee director total annual comp capped at $300,000 (or $1,000,000 in year of appointment) under 2025 Equity Plan . |
Performance Compensation
- No performance-based metrics or option/RSU grants were disclosed for McDermott in the 2024 director compensation table; 2024 table shows no stock or option awards, with cash-only fees, while 2023 included stock awards .
- The 2025 Equity Compensation Plan permits equity awards to non-employee directors subject to the annual cap, but no specific performance metrics for directors were disclosed .
| Metric | 2023 (Proxy 2024) | 2024 (Proxy 2025) |
|---|---|---|
| Stock Awards ($) | $30,000 | $0 |
| Option Awards ($) | $0 | $0 |
| Performance Metrics | None disclosed | None disclosed |
Director Compensation (McDermott)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | $95,000 | $30,000 | $0 | $0 | $125,000 |
| 2024 | $225,632 | $0 | $0 | $0 | $225,632 |
Notes:
- The proxy notes ongoing retainer reductions (20% directors; 40% McDermott) remained in effect for 2024, with the 2024 reduction expected to be paid in Class A Shares upon approval of the new equity plan .
Other Directorships & Interlocks
| Type | Entity | Role/Detail | Relevance |
|---|---|---|---|
| Public company boards | Not disclosed | None disclosed in proxy biography | No external public board interlocks identified . |
| Private/Non‑profit/Industry | ABC Board of Governors | Board member | Industry influence/relationships . |
| Private/Non‑profit/Industry | TVB; NAB; IRTS | Director | Industry influence/relationships . |
| Executive role (affiliate of controller) | Standard Media Group LLC | CEO | Related-party context given SMG’s ties to Standard General (affiliate of SG Broadcasting, MDIA’s controller) . |
| Related-party agreement | Employee Leasing Agreement (with SMG) | At-cost leasing of SMG employees to MDIA effective Oct 1, 2024 | Potential conflict risk; “at-cost” with no markup; Board should ensure recusal/oversight . |
Expertise & Qualifications
- 25+ years leading broadcast groups; COO of Media General; CEO/President of Young Broadcasting; led integration/mergers leading to oversight of 70+ TV stations .
- Recognitions: Broadcasting & Cable Hall of Fame (2013); LABF Giants of Broadcasting and Electronic Arts award (2022) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Deborah A. McDermott | 47,348 | <1% | — | — | As of June 18, 2025; group ownership by all insiders <1% voting power . |
- The proxy does not disclose any pledging or hedging by McDermott; the company’s securities trading policy covers insider trading and blackout periods (see policy summary) .
Shareholder Votes Relevant to Governance (2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes | Notes |
|---|---|---|---|---|---|
| Election: McDermott (Class B Director) | 54,131,970 | 0 | 0 | 0 | Elected solely by Class B vote; MDIA has dual‑class with Class B at 10 votes/share . |
| Say‑on‑Pay (Advisory) | 92,003,245 | 15,046 | 41,127 | 625,169 | Passed; outcomes heavily influenced by controller voting power . |
Compensation Committee Analysis
| Period | Compensation Committee Members | Independence | Notes/Changes |
|---|---|---|---|
| 2024 (Proxy 2024) | Deborah McDermott (Chair), Amit Thakrar, Mary Beth McAdaragh | All independent under Nasdaq | |
| 2025 (Proxy 2025) | Deborah McDermott (Chair), Colbert Cannon, Amit Thakrar, Mary Beth McAdaragh | All independent under Nasdaq | Committee expanded to include Cannon (an HPS designee) . |
- Thakrar is a partner at Standard General; Cannon and Pertuz are HPS/Aggregator designees; however, the proxy affirms independence for committee members under Nasdaq standards .
- MediaCo is a controlled company and does not maintain a separate independent nominating committee; full Board handles nomination functions .
Governance Assessment
- Strengths:
- Independent Board Chair with explicit responsibilities to lead executive sessions and engage with shareholders as appropriate .
- Committee service on both Audit (independent) and Compensation (Chair, independent) demonstrates broad governance involvement; strong attendance (≥75%) in 2024 .
- Risks/RED FLAGS:
- Controlled company structure: SG Broadcasting controls ~89.5% of combined voting power; limits minority shareholder influence in director elections and say‑on‑pay outcomes .
- Related-party exposure: Employee Leasing Agreement with Standard Media Group (where McDermott is CEO) presents potential conflicts; although “at‑cost,” robust recusals, independent review, and disclosure are critical .
- Concentration of roles/comp: McDermott’s 2024 director fees ($225,632) materially exceed several peers on the Board; clarity on fee drivers (Board Chair + Comp Chair + historical reductions) is disclosed, but the shift to all‑cash in 2024 (no stock awards) modestly reduces equity alignment vs. 2023 .
- Signals to monitor:
- Implementation details of the 2025 Equity Plan for non‑employee directors (size/mix of future equity grants within $300k annual cap) .
- Ongoing related‑party transactions with SG affiliates (Standard General/SMG/HPS) and any recusal/oversight processes in Audit/Compensation Committee reports .
- Any future disclosure on stock ownership guidelines for directors, hedging/pledging restrictions beyond the trading policy summary .