Steven O. Newhouse
About Steven O. Newhouse
Steven O. Newhouse (age 68) is an independent director of Reddit, Inc., serving since March 2024. He is co‑president of Advance Publications, Inc., and previously served on the board of Warner Bros. Discovery, Inc. (Apr 2022–Mar 2024), was a board observer at Discovery, Inc. (2008–2022) and Reddit (2011–2024), and serves on the board of trustees of New York‑Presbyterian Hospital. He holds a B.A. in American Studies from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Bros. Discovery, Inc. | Director | Apr 2022 – Mar 2024 | Public company board service in media/entertainment |
| Discovery, Inc. | Board Observer | 2008 – 2022 | Board-level exposure in global media |
| Reddit, Inc. | Board Observer | 2011 – 2024 | Longstanding governance familiarity prior to directorship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advance Publications, Inc. | Co‑President | Not disclosed | Private, family‑held parent of Advance Magazine Publishers (major Reddit holder) |
| New York‑Presbyterian Hospital | Trustee | Not disclosed | Board of trustees |
Board Governance
- Independence and tenure: Newhouse is deemed independent by the Board; director since March 2024 .
- Committee assignments: Chairperson, Nominating and Corporate Governance Committee; committee members: Steven O. Newhouse (Chair), Robert A. Sauerberg, Michael Seibel; committee meets NYSE independence requirements and oversees board composition, governance guidelines, and board/committee evaluations .
- Attendance: In 2024, the Board met 7 times; Nominating and Corporate Governance met 3 times; each director attended at least 75% of applicable meetings .
- Board leadership and executive sessions: Chair is independent (David Habiger); independent directors hold executive sessions; Lead Director not designated because the Chair is independent .
- Advance governance rights and committee representation: Under the March 2024 Governance Agreement, Reddit must include two Advance designees (including Newhouse and Robert Sauerberg, Jr.) in the director slate; upon Advance’s request, one Advance designee must sit on each committee other than Audit (or committees formed solely to address Advance conflicts) . Advance also holds consent rights over significant corporate actions (e.g., CEO changes, certain securities issuances, changes of control) until certain ownership thresholds are no longer met .
Fixed Compensation
| Director Compensation Program (Cash) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $60,000 | Paid quarterly, pro‑rated for partial service . |
| Chair of Board (additional) | $100,000 | Non‑employee Chair . |
| Vice Chair of Board (additional) | $50,000 | Non‑employee Vice Chair . |
| Audit Committee Chair | $25,000 | Additional annual retainer . |
| Audit Committee Member (non‑chair) | $12,500 | Additional annual retainer . |
| Compensation & Talent Chair | $20,000 | Additional annual retainer . |
| Compensation & Talent Member (non‑chair) | $10,000 | Additional annual retainer . |
| Nominating & Corp Gov Chair | $15,000 | Additional annual retainer . |
| Nominating & Corp Gov Member (non‑chair) | $7,500 | Additional annual retainer . |
| 2024 Director Compensation (Newhouse) | USD |
|---|---|
| Fees Earned or Paid in Cash | $56,250 |
| Stock Awards (grant date fair value, ASC 718) | $295,578 |
| Total | $351,828 |
| Pro‑ration note | Cash amounts are pro‑rated based on months of service . |
Performance Compensation
| Element | Detail |
|---|---|
| Annual RSU grant | Each non‑employee director receives RSUs equal to $250,000 divided by the 60‑trading‑day average closing price prior to grant; pro‑rated for partial service . |
| Vesting | Annual RSUs fully vest on the earlier of the first anniversary of grant or immediately before the next annual meeting, subject to continued service . |
| RSUs in lieu of cash | Directors may elect to receive RSUs instead of cash retainers; such RSUs are fully vested at grant; elections must be made on prescribed timelines . |
| Deferral | Directors may elect to defer settlement of vested RSUs pursuant to program rules . |
| Change‑in‑control (CIC) | All director RSUs (and any other time‑vested equity) fully vest upon a change in control . |
| Newhouse – 2024 Equity Detail | Quantity / Status |
|---|---|
| RSUs granted in 2024 | 5,128 units |
| Unvested RSUs outstanding (12/31/2024) | 5,128 units; vest on the earlier of May 30, 2025 or the 2025 annual meeting, subject to service . |
| Options granted in 2024 | None |
| Options outstanding (exercisable/unexercisable) | None |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Notes |
|---|---|---|---|
| Warner Bros. Discovery, Inc. | Public | Director (former) | Apr 2022–Mar 2024 . |
| Advance Publications, Inc. | Private | Co‑President | Indirect parent of major Reddit holder; related‑party nexus . |
| New York‑Presbyterian Hospital | Non‑profit | Trustee | Current . |
- Compensation Committee interlocks and insider participation: None of the current or 2024 members of Reddit’s Compensation & Talent Committee were officers/employees; no executive officer served on another company’s board/compensation committee with Reddit execs in the last year .
Expertise & Qualifications
- Media and entertainment acumen from executive leadership at Advance and public company board service at WBD; board observer experience at Discovery and Reddit; governance oversight as chair of Reddit’s Nominating and Corporate Governance Committee .
- Education: B.A., American Studies, Yale University .
- Board’s stated rationale: “great depth of knowledge and experience regarding the media and entertainment business” .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | Voting Power % |
|---|---|---|---|---|
| Steven O. Newhouse | 8,510 | * | — | — |
- Unvested RSUs as of 12/31/2024: 5,128 units .
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 5x the annual Board fee (currently $300,000); compliance by 12/31/2029 for directors serving as of 3/20/2024, or within five years of later appointment/election .
- Note: “*” indicates less than 1% of outstanding shares .
Governance Assessment
-
Positive signals
- Independent status affirmed; all standing committees are fully independent; Newhouse chairs the Nominating & Corporate Governance Committee, which oversees board composition and governance practices .
- Attendance discipline: each director met the 75% meeting attendance threshold in 2024; Board and committee cadence disclosed (Board: 7; Nominating: 3) .
- Director pay structure emphasizes equity alignment: annual $250,000 RSU grant with vesting tied to annual meeting; ability to take RSUs in lieu of cash; change‑in‑control vesting clearly disclosed .
- Use of independent compensation consultant (Pearl Meyer) to benchmark non‑employee director pay .
-
Potential conflicts and RED FLAGS to monitor
- Advance control rights: Under the Governance Agreement, Advance retains consent rights over major corporate actions and can designate two directors (including Newhouse) and one non‑audit committee seat, potentially concentrating influence; Chair selection requires prior written approval of Advance and the CEO under the bylaws/Governance Agreement .
- Related‑party transactions with Advance: Reddit subleases office space from Advance in New York (~$17.2M non‑cancellable minimum over term; $3.1M rent expense in 2024; $0.8M since Jan 1, 2025) and Chicago ($0.5M rent expense in 2024; $0.1M since Jan 1, 2025). Newhouse is co‑president and a director of Advance Publications, the indirect parent of Advance, creating an ongoing related‑party nexus (monitor governance safeguards and recusal practices) .
- Despite these structural links, the Board classifies Newhouse as independent under NYSE rules; investors may scrutinize committee assignments and decisions involving Advance‑related matters for perceived conflicts .
Summary: Newhouse brings deep media governance expertise and chairs the governance committee, but his Advance affiliation, Advance’s designation/consent rights, and ongoing sublease transactions are the primary areas for conflict risk monitoring .