Mary Beth McAdaragh
Mediaco HoldingAbout Mary Beth McAdaragh
Mary Beth McAdaragh, age 61, is an independent Class B director of MediaCo Holding Inc. (MDIA), serving since November 2019. She brings 30+ years of media production, distribution, and marketing experience, including senior roles across major U.S. broadcast/syndication businesses; she holds a BA in Broadcast Journalism from South Dakota State University and has earned two Daytime Emmy Awards and PROMAX Gold Medallions . Her current board term is in the cohort of directors whose terms expire in 2026 .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| CBS Media Ventures (division of ViacomCBS) | EVP, Marketing/Affiliate Relations; led marketing and affiliate relations for top first-run and off-network franchises (e.g., Judge Judy, Dr. Phil, Wheel of Fortune, Jeopardy!, ET) | “Most recently” prior to current activities | Led branding/marketing for leading syndicated TV franchises . |
| NBC Enterprises (syndication division of NBC) | Vice President, Marketing | 2000 appointment | Developed domestic/international marketing campaigns (The Weakest Link, Fear Factor, Access Hollywood) . |
| 20th Century Fox – MyNetworkTV | Senior VP, Affiliate Relations; produced national launch tour | Named SVP in 2006 after producing a six‑week, 30‑city launch tour | Key liaison to ~180+ broadcast station affiliates nationwide . |
| Food Network | Creator/Executive Producer, The Surreal Gourmet | Five seasons | Original series creator/EP; extended brand engagement . |
| Consulting | Business development and marketing consultant | Not disclosed | Advised traditional media and new technology ventures . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| South Dakota State University | Member, Mass Communications Department Advisory Council | Alumni engagement and advisory capacity . |
Board Governance
- Independence: The board determined Ms. McAdaragh is independent under Nasdaq listing standards; MediaCo is a “Controlled Company” (exempt from certain Nasdaq independence requirements) .
- Committee assignments: Audit Committee member; Compensation Committee member. Audit Chair: Robert L. Greene; Compensation Chair: Deborah A. McDermott. Audit Committee members are independent; Mr. Greene is designated the audit committee financial expert .
- Attendance: In 2024, the board met four times; each director attended at least 75% of board and applicable committee meetings; all directors in office attended the 2024 annual meeting (virtual) .
- Board leadership: Board Chair Deborah A. McDermott is independent and leads executive sessions and agendas in coordination with the CEO .
- Nominating/governance: No separate nominating committee due to controlled company status; full board carries these responsibilities .
Fixed Compensation
- Director retainers: Non‑Emmis (legacy) directors historically receive a $75,000 annual retainer; since 2020 directors voluntarily reduced their retainers by 20% (Board Chair by 40%). For 2024, the reduction remained in effect and was expected to be paid in Class A shares upon approval of a new equity plan; HPS designees (Cannon, Pertuz) receive no board compensation .
- 2024 director fees (selected):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Mary Beth McAdaragh | 60,000 | — | — | — | 60,000 |
Performance Compensation
- 2024 equity to directors: No stock or option awards were reported for Ms. McAdaragh in 2024 (stock awards $0; option awards $0) .
- Equity plan context: The 2025 Equity Compensation Plan (5,000,000 Class A shares capacity) sets a non‑employee director award cap of $1,000,000 in year of appointment and $300,000 in subsequent years; awards are subject to no‑repricing without shareholder approval and clawback/forfeiture provisions; shareholders approved the plan on August 8, 2025 .
Other Directorships & Interlocks
- Other public company boards for Ms. McAdaragh: None disclosed in the proxy biography .
- Committee interlocks of note: The Compensation Committee consists of McDermott (Chair), Cannon, Thakrar, and McAdaragh. Mr. Cannon (HPS designee) and Mr. Thakrar (Standard General partner) sit alongside Ms. McAdaragh, indicating affiliate representation from major holders on a key committee, though all are classified as independent under Nasdaq standards .
Expertise & Qualifications
- Core expertise: Television syndication, brand marketing, affiliate relations, and content launch strategy across major media companies .
- Education/recognition: BA, South Dakota State University; two Daytime Emmy Awards and PROMAX Gold Medallions .
- Advisory role: Member, SDSU Mass Communications Department Advisory Council .
Equity Ownership
| Holder | Shares Beneficially Owned | Class | Percent of Class |
|---|---|---|---|
| Mary Beth McAdaragh | 37,789 | Class A | <1% (“*” per proxy) |
Notes: Unless otherwise indicated in the proxy, beneficial owners have sole voting and investment power; percentages are as of June 18, 2025 .
Governance Assessment
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Strengths
- Independent status; service on both Audit and Compensation Committees (key oversight roles) .
- Solid board/committee attendance disclosures; all directors met minimum attendance thresholds and attended the annual meeting .
- Robust plan protections in the 2025 Equity Plan (no repricing without shareholder approval; clawback provisions) .
- Strong shareholder support signals: 2025 say‑on‑pay passed with 92,003,245 votes for vs. 15,046 against; equity plan approved (91,877,143 for vs. 140,242 against) .
-
Watch items and potential conflicts
- Controlled company: SG Broadcasting beneficially owns ~80% of Class A and 100% of Class B, controlling ~89.5% of combined voting power; this allows exemptions from certain Nasdaq independence requirements and concentrates control over director elections and governance .
- Shareholder designee/consent rights: Aggregator (HPS affiliate) holds rights to designate up to three directors and has certain consent rights over material actions; multiple HPS/Standard General affiliates are on the board/committees (e.g., Cannon (HPS), Thakrar (Standard General), Board Chair McDermott is CEO of Standard Media Group, a Standard General subsidiary) .
- Related‑party exposure: 2024 Estrella transaction introduced a warrant with a de minimis exercise price ($0.00001 per share) and financing/affiliation agreements with HPS; employee leasing agreement with Standard Media Group (at‑cost) commenced Oct 29, 2024 .
- Nominating process: No separate nominating/governance committee; full board manages director nominations, which can raise process/perception risks in a controlled context .
Overall, Ms. McAdaragh enhances board effectiveness with deep industry and affiliate‑relations expertise and maintains independence, but investors should weigh controlled‑company dynamics and affiliate presence on key committees when assessing governance risk and alignment .