Jill Bright
About Jill H. Bright
Operating Executive at Crestview Partners and governance-focused human capital leader; age 62, MBA from NYU Stern, joined PRSU’s board in 2024 and is nominated as a Class I director with a term expiring at the 2026 annual meeting. She is independent under NYSE and SEC rules and chairs PRSU’s Human Resources Committee, also serving on the Corporate Governance & Nominating Committee. Core credentials center on compensation, organizational effectiveness, and transformation across TMT and hospitality sectors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crestview Partners | Operating Executive | Since Jun 2022 | PE sponsor executive; supports portfolio talent and transformation, relevant to PRSU board refresh dynamics. |
| OneMagnify | Chief Transformation Officer | Since Oct 2023 | Leads transformation at a global marketing solutions company, signaling change-management expertise. |
| LionTree LLC | Chief Administrative Officer | Dec 2020–Sep 2021 | CAO in TMT advisory; governance and operations oversight. |
| Sotheby’s | EVP, Human Resources & Administration | Jul 2017–Mar 2020 | Led HR/admin functions; compensation and culture alignment experience. |
| Condé Nast | HR leadership; Chief Administrative Officer (from 2010) | ~1990s–2017 (20+ years) | Long-tenured HR leadership; organizational effectiveness competency. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WOW! (WideOpenWest) | Director; Chair of Compensation Committee | Since Sep 2017 | Compensation chair; governance influence on pay structures. |
| Interactive Brokers Group, Inc. | Director | Since Apr 2022 | Board member; financial services oversight exposure. |
| Service Express (private) | Director | Aug 2020–Jul 2024 | Board oversight in data services; departed in 2024. |
| Simulmedia (private) | Director | Aug 2020–Sep 2023 | Board role in digital advertising; departed in 2023. |
Board Governance
- Committee assignments: Chair, Human Resources Committee; Member, Corporate Governance & Nominating Committee. All committee members are independent per NYSE/SEC standards.
- Independence: PRSU board determined Bright is independent; all non-CEO directors are independent.
- Attendance and engagement: Board held 17 meetings in 2024; all directors attended more than 75% of board and committee meetings; all then-serving directors attended the 2024 annual meeting. Non‑management directors met in executive session at every regular board meeting.
- Board leadership: Independent Chairman (Joshua E. Schechter) with delineated responsibilities including shareholder engagement and executive sessions.
| Committee | 2024 Meetings | Members | Independence |
|---|---|---|---|
| Human Resources | 8 | Bright (Chair), Carmichael, Cassidy, Coll | All members independent and non‑employee directors. |
| Corporate Governance & Nominating | 5 | Carmichael (Chair), Bright, Henkels, Schechter | All members independent. |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $65,000 | Paid quarterly in arrears. |
| Committee Member Retainer – HR | $20,000 | Paid in addition to chair fee if applicable. |
| Committee Member Retainer – CG&N | $15,000 | Paid in addition to chair fee if applicable. |
| HR Committee Chair Retainer | $20,000 | Chair also receives member retainer. |
| CG&N Committee Chair Retainer | $15,000 | Chair also receives member retainer. |
| Per-Meeting Fee (beyond 8 board mtgs) | $1,500 | Applies above 8 meetings. |
| Annual RSU Grant (fair value) | $125,000 | Approved each February; vests in full after 1 year. |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) | RSU Detail |
|---|---|---|---|---|
| Jill H. Bright | $40,000 | $68,492 | $108,492 | Pro‑rated grant of 2,162 RSUs on Aug 16, 2024 at $32.68 per unit; vests after one year. |
Performance Compensation (Director)
- Structure: Non‑employee director equity is time‑based RSUs that vest in full one year from grant date; no performance-conditioned metrics for director equity awards.
- 2024 Grants: Bright received 2,162 RSUs pro‑rated for August 2024 appointment; vesting one year post grant.
Other Directorships & Interlocks
- Crestview designation rights: Under a Stockholders Agreement, Crestview Parties may designate two board nominees while they retain at least 67% of initial share ownership; Jill Bright and Brian Cassidy are designated nominees.
- 5% holders and influence: Crestview beneficially owns 21.2% of PRSU common stock; designation rights may adjust with ownership thresholds (including one director plus a non‑voting observer at ≥33%).
- Committee interlocks: Company disclosed no compensation committee interlocks requiring SEC disclosure in 2024.
Expertise & Qualifications
- Education: MBA, NYU Stern School of Business.
- Technical/functional: Deep human resources, compensation governance, organizational effectiveness, and transformation across media/technology and hospitality.
- Board qualifications noted: Adds “wealth of expertise in human resources and organizational effectiveness.”
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jill H. Bright | 2,162 | <1% | As of Mar 25, 2025; company notes no known pledging of director shares. |
- Stock ownership guidelines: Non‑employee directors must hold 5x annual retainer; as of Dec 31, 2024 Bright (new in 2024) was “making progress” toward compliance; hedging and pledging prohibited.
- RSUs held: 2,162 RSUs unvested as of Dec 31, 2024 due to pro‑rated August grant.
Governance Assessment
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Strengths
- Independent status and leadership: Bright is independent and chairs the HR Committee; PRSU separates Chairman and CEO and holds executive sessions for non‑management directors at every regular meeting.
- Attendance and engagement: Board met 17 times in 2024; all directors exceeded 75% attendance and attended the annual meeting, supporting active oversight.
- Shareholder alignment mechanisms: Director stock ownership guidelines (5x retainer), prohibition on hedging/pledging, majority voting and resignation policy for directors, and regular executive sessions.
- Pay practices: Director pay mix includes equity RSUs vesting after one year to encourage alignment; HR Committee has sole authority over grants to non‑employee directors.
- Compensation governance outcomes: Say‑on‑pay support ~95% at 2024 meeting indicates broad investor endorsement of pay philosophy and oversight.
-
Potential Conflicts and Red Flags to Monitor
- Sponsor influence: Bright’s and Cassidy’s Crestview designation rights and Crestview’s 21.2% stake may concentrate influence; Bright chairs HR while affiliated with Crestview, although board affirms independence. Monitor decisions for potential perceived conflicts.
- Related party and interlocks: Company reports no related person transactions since Jan 1, 2024 and no HR Committee interlocks requiring disclosure; continue surveillance given sponsor ties.
- Ownership guideline compliance: Bright is progressing toward guideline compliance given 2024 appointment; ensure trajectory to full compliance within expected timeframe.
-
Process and Controls
- Independent committees, annual/biennial evaluations, and regular risk oversight (including cybersecurity at Audit Committee) point to robust governance processes.
- Clawback policies and recoupment aligned with SEC/NYSE rulemaking; HR Committee uses independent advisor (Korn Ferry) and reviews director compensation competitively.
Overall signal: Bright’s HR chair role and HR/organizational expertise strengthen board effectiveness on human capital and compensation oversight; sponsor designation and ownership concentration create an optics risk that warrants monitoring, but disclosures affirm independence, strong governance practices, and high shareholder support on pay.