Gregg Sutherland
About Gregg Sutherland
Gregg (Gregory D.) Sutherland, 66, was appointed to Saga Communications’ Board of Directors on September 29, 2025, with a term through the 2026 annual meeting. He holds an MBA from The Wharton School and earned NACD Director Certification; prior roles include Senior Partner at Ernst & Young (Strategy Consulting Practice Leader, Global and Americas). He was named to Saga’s Audit Committee and Cybersecurity Subcommittee upon appointment, signaling board-level oversight of financial reporting and cyber risk. Since September 2025 he has chaired the advisory board of G2M Insights; he served on Buckman Laboratories’ board from April 2020 to July 2025 and advised Nisum Technologies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Partner; Strategy Consulting Practice Leader (Global & Americas) | Not disclosed | Led global and Americas strategy consulting practice |
| Buckman Laboratories | Director | Apr 2020 – Jul 2025 | Board member until Buckman was sold to Pritzker Private Capital in 2025 |
| Nisum Technologies | Advisor | Not disclosed | E-commerce technology consultancy advisory role |
| G2M Insights | Advisory Board Chair | Since Sep 2025 | AI-based software/services; chairs advisory board |
External Roles
| Organization | Position | Start Date | Notes |
|---|---|---|---|
| G2M Insights | Advisory Board Chair | Sep 2025 | AI-focused software/services firm |
| National Association of Corporate Directors (NACD) | Director Certification (Credential) | Not disclosed | NACD certified director |
Board Governance
- Appointment and term: Appointed Sept 29, 2025; term expiring at 2026 Annual Meeting; expected to stand for reelection .
- Committee assignments: Audit Committee member; Cybersecurity Subcommittee member (under Finance & Audit Committee) . Cyber Subcommittee mandate covers oversight of cybersecurity programs, technology investments, and risk reporting; it held five meetings in 2024; chaired by Director Michael W. Schechter with members drawn from Audit Committee .
- Independence signal: Company policy and prior practice require Audit Committee members to be independent under SEC/NASDAQ rules; Audit Committee described as independent in proxies (Clarke, Schechter, Brown as of 2025). Sutherland’s appointment to the Audit Committee indicates alignment with independence standards, though an explicit independence determination for him was not separately disclosed in the 8-K .
- Board structure: Separate Chairman (Warren S. Lada) and CEO (Christopher S. Forgy), with regular executive sessions of independent directors; Chairman presides and manages board functioning and conflict oversight .
- Attendance: Board met 10 times in 2024; each incumbent director attended at least 80% of board/committee meetings. Sutherland joined in late 2025; individual attendance for him not yet disclosed .
Fixed Compensation
SGA non-employee director compensation and policies (current framework):
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $72,000 | Increased effective Oct 1, 2022; paid quarterly |
| Committee chair additional retainer | $10,000 | For non-employee committee chairs |
| Chairman of the Board additional retainer | $10,000 | For the board chair |
| Annual equity grant (non-employee directors) | $53,000 | Granted as restricted stock annually starting 2023 |
| Stock ownership guideline | 1,250 shares | Must be achieved within five years of joining the Board |
| Health benefits election | Optional | Directors may apply part of retainer to health insurance; can take benefit value into income |
| Equity vesting & CoC | Time-based; accelerates at change-in-control | Director RS grants vest one-third annually; full vest upon change-in-control if serving as director |
Performance Compensation
- Directors: No performance-based pay disclosed; equity is time-based restricted stock vesting in one-third increments (e.g., for 2024 awards: Dec 15, 2025/2026/2027) and accelerates on change-in-control .
- Executive pay context (for governance of pay-for-performance oversight): CEO Plan uses performance goals (including Broadcast Cash Flow). 2024 BCF targets and potential cash awards were pre-set, then a discretionary bonus was used when goals were unmet .
2024 CEO BCF targets and potential awards
| BCF Target ($mm) | Potential Award ($) |
|---|---|
| 27.4 | 245,000 |
| 28.8 | 390,000 |
| 30.2 | 535,000 |
| 31.3 | 610,000 |
| 32.5 | 670,000 |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Buckman Laboratories | Private | Director (Apr 2020–Jul 2025) | No SGA-related transactions disclosed |
| G2M Insights | Private | Advisory Board Chair | No SGA-related transactions disclosed |
| Nisum Technologies | Private | Advisor | No SGA-related transactions disclosed |
- Related-party policy: Finance & Audit Committee reviews and approves related-party transactions annually to ensure arm’s-length terms; current disclosed related-party transactions involve Christian family members, not Sutherland .
Expertise & Qualifications
- Strategy and operations: Led EY’s global and Americas strategy consulting practice, indicating deep expertise in enterprise strategy, capital allocation, and operational performance .
- Digital and AI: Chairs advisory board at G2M Insights (AI software/services); prior tech advisory work at Nisum (e-commerce technology) .
- Education & credentials: MBA (Wharton); NACD certified director .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Form 3) | 0 shares | Initial statement filed Oct 9, 2025 reported no securities beneficially owned |
| Ownership % of outstanding | 0.0% | 6,439,921 Class A shares outstanding as of Nov 3, 2025 |
| Vested vs. unvested | Not disclosed | No holdings reported at appointment; future director grants expected per policy |
| Pledging/hedging | Prohibited by Code | Hedging, short sales, options, and margin accounts are prohibited |
| Ownership guideline | 1,250 shares within 5 years | Compliance window for new directors applies |
Insider filings
| Filing | Date of Event | Key Disclosure |
|---|---|---|
| Form 3 (Initial Ownership) | Sep 29, 2025 | No securities beneficially owned |
Governance Assessment
- Board effectiveness: Immediate placement on Audit and Cybersecurity Subcommittee leverages Sutherland’s finance/strategy and digital/cyber oversight experience; this supports board risk management (financial reporting and cyber resilience) and strategy execution (digital initiatives) .
- Independence & conflicts: Audit Committee participation is a strong independence indicator under Nasdaq/SEC frameworks; no related-party transactions disclosed for Sutherland; company maintains robust related-party review and a Code prohibiting hedging/margin accounts .
- Ownership alignment: Form 3 shows no initial holdings; director policy requires 1,250 shares within five years—monitor accumulation pace to meet guideline and improve “skin-in-the-game” alignment .
- Pay oversight signal: 2024 Say-on-Pay support of 73.9% suggests adequate investor confidence in compensation governance; continued focus on performance goals (e.g., BCF) and discretionary adjustments in difficult years reflects pragmatic oversight .
RED FLAGS (none specific to Sutherland disclosed)
- No director-level related-party transactions or pledging/hedging involving Sutherland disclosed; broader company related-party items involve Christian family employment/benefits, which are annually reviewed by Audit Committee .
Potential Monitoring Items
- Track Sutherland’s share accumulation versus the 1,250-share guideline.
- Watch committee leadership changes that could expand his governance influence (e.g., future chair roles).
- Observe board refresh plans (intent to return to seven directors in 2026) for potential committee reshuffles affecting cyber/financial oversight continuity .