Juliana Hill
National CineMediaAbout Juliana F. Hill
Independent director since 2020 (age 56), Audit Committee Chair and member of the Nominating & Governance Committee. Hill is a seasoned media finance executive: owner of JFH Consulting (founded 2013), former SVP of Liquidity & Asset Management at iHeartMedia (2013–2019), earlier SVP of Finance at iHeartMedia (2000–2010), with prior roles at US West and Ernst & Young; she is designated as the Board’s audit committee financial expert. Board has affirmed her independence under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iHeartMedia, Inc. (formerly Clear Channel Communications) | SVP Liquidity & Asset Management; previously SVP Finance | 2013–2019; 2000–2010 | Led steering committee for separation of Clear Channel Outdoor Holdings; deep finance and liquidity oversight in media operations |
| JFH Consulting | Founder/Owner | 2013–Present | Financial and strategic advisory services; media finance expertise |
| US West Communications | Associate in executive development program | Not disclosed | Cross-functional executive training |
| Ernst & Young LLP | Audit Manager | Not disclosed | Public accounting leadership; qualifies toward audit committee financial expert status |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PLBY Group, Inc. | Director | Not disclosed | Public company board service; media/brand management exposure |
Board Governance
- Committee assignments: Audit Committee (Chair); Nominating & Governance Committee (member). Audit met 7 times in 2024, Compensation & Leadership 6, Nominating & Governance 8, Board met 6; no incumbent director fell below 75% attendance. Hill is designated an “audit committee financial expert” and committee members meet Nasdaq independence and financial literacy requirements.
- Independence: Board affirmatively determined Hill is independent under SEC/Nasdaq rules; no relationships impairing independence were identified.
- Ownership/discipline policies: Directors subject to anti-hedging and anti-pledging; stock ownership guidelines require non-employee directors to hold 3x the annual cash retainer within 5 years; as of March 10, 2025, all directors meeting tenure are compliant.
- Board composition influences: Post-Chapter 11 Director Designation Agreement gives creditors designation rights; Hill was designated by the Consenting Creditor Designation Committee (independent nominee) for the 2025 slate.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash Fees | $70,000 | Annual retainer $40,000; Audit Chair retainer $30,000 |
| Equity (RSUs, grant-date FV) | $160,000 | Quarterly RSU program; Hill elected 20% of quarterly stock grants in cash |
| Total | $230,000 | Sum of cash and equity grant-date fair value |
Compensation structure change for FY2025: non-employee directors to receive $80,000 annual cash retainer plus $120,000 RSUs (1-year vest). Directors may take RSUs in lieu of cash retainer.
Performance Compensation
| Grant Date (FY2024) | RSUs (#) | Grant-Date Fair Value | Vesting | Cash Election |
|---|---|---|---|---|
| 3/26/2024 | 8,502 | $40,000 | Vested immediately | Up to 20% of quarterly stock grants elected in cash |
| 5/14/2024 | 8,774 | $40,000 | Vested immediately | Up to 20% elected in cash |
| 8/13/2024 | 6,769 | $40,000 | Vested immediately | Up to 20% elected in cash |
| 11/13/2024 | 5,820 | $40,000 | Vests at 2025 Annual Meeting | Up to 20% elected in cash |
Notes:
- Director equity is time-based; no performance metrics disclosed for director awards.
- RSU grant sizing based on weighted average closing price around earnings releases; Q3/Q4 2024 grants vest at 2025 meeting.
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| PLBY Group, Inc. | Director | Not disclosed | No NCMI-related transactions disclosed; no interlocks with core ESA parties noted. |
Expertise & Qualifications
- Audit committee financial expert; meets SEC/Nasdaq independence and financial literacy requirements.
- Senior media finance executive with liquidity management, asset management, and separation planning experience at iHeartMedia; prior public accounting leadership at E&Y.
- Strategic advisory background via JFH Consulting.
Equity Ownership
| Metric (as of March 10, 2025) | Amount | Detail |
|---|---|---|
| Shares owned | 41,162 | Direct beneficial ownership |
| Rights to acquire (within 60 days) | 5,820 | Unvested RSUs scheduled to vest at 2025 meeting (11/13/2024 grant) |
| Ownership % | <1% | Company O/S 95,192,212 shares on record date |
| Outstanding unvested RSUs | 28,450 (2023 grant) + 5,820 (11/13/2024 grant) | 2023 grant vests 8/18/2027; Q4’24 grant vests at 2025 meeting |
| Market value of unvested RSUs | $191,753 (2023 grant); $39,227 (Q4’24 grant) at $6.74/share | |
| Ownership guideline compliance | Compliant for directors with tenure requirement as of 3/10/2025 | |
| Pledging/Hedging | Prohibited; no violations disclosed |
Governance Assessment
- Strengths: Hill’s finance and audit credentials reinforce oversight quality; as Audit Chair and “financial expert,” she anchors financial reporting, cybersecurity and related-party review; committee independence and literacy affirmed; attendance thresholds met.
- Alignment: Director ownership guidelines in place and compliant; anti-hedging/anti-pledging policies; equity grants vest over time, promoting retention and alignment.
- Compensation: 2024 mix of cash ($70k) and equity ($160k) is within typical small-cap media ranges; 2025 adds a fixed cash retainer ($80k) plus RSUs ($120k), modestly increasing guaranteed pay relative to 2024’s $0 base retainer structure.
- Influence/Conflicts: Post-reorganization Creditor Designation Agreement affects board composition; Hill was a creditor-designated independent nominee—Board maintained independence determinations, but creditor rights represent a structural influence investors should monitor.
- Shareholder sentiment: Say-on-pay support at 87.1% in 2024 indicates constructive investor sentiment toward compensation governance; no Section 16 delinquency disclosed for Hill.
RED FLAGS
- Creditor designation rights shaping board seats create potential perception of influence; continued vigilance on independence and related-party oversight is warranted.
- Shift to higher guaranteed director cash retainer in 2025 (from $0 in 2024) modestly increases fixed pay; monitor for pay escalation versus performance/engagement.
Overall, Hill’s audit leadership, independence, and engagement are positives for investor confidence; structural creditor influence on nominations is the primary governance watchpoint.