Michael Scafidi
About Michael Scafidi
Michael Scafidi (age 49) is a new nominee for election to the Saga Communications, Inc. (SGA) Board, with a background in digital transformation, marketing technology, and data-driven growth. He previously served as EVP & CTO at Digitas North America/Publicis (2021–2022), led major marketing technology and analytics initiatives at PepsiCo (2012–2021), and held senior roles at Razorfish; he currently is a principal partner at Growth Dr1vers, focusing on modernizing nonprofit fundraising and paid media. He holds a B.S. from the University of Rochester and has been recognized among The Drum’s Top 100 Digirati and Brand Innovators’ 40 Under 40 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digitas North America/Publicis | EVP & CTO | 2021–2022 | Led technology transformation; transitioned a marketing product into a profitable asset within a year; drove $60 million in billed revenue . |
| PepsiCo | Senior digital/data-driven marketing leadership | 2012–2021 | Overhauled data-driven marketing for a $500 million media budget; boosted sales by 84%; improved digital ROI by 11%; established direct B2C connections with 20% of the U.S. population . |
| Razorfish | Senior digital solutions leadership | Not specified | Developed digital solutions for Ford, JPMorgan, Pernod Ricard, and New York Life . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Growth Dr1vers (consultancy) | Principal Partner | Current | Modernized nonprofit marketing; achieved ~70% reduction in cost per acquisition . |
Board Governance
- Independence: The Board determined Scafidi is “independent” under NASDAQ listing rules and SGA’s Corporate Governance Guidelines; independent directors constitute a majority of the Board .
- Board structure: Chairman of the Board is independent (Warren S. Lada); CEO and Chairman roles separated; independent directors meet regularly in executive sessions .
- Meetings and attendance: The Board held 10 meetings in 2024; each incumbent director attended ≥80% of Board and committee meetings (Scafidi was not yet a director) .
- Committees: Current membership at the time of the proxy—Finance & Audit (Clarke-Chair, Brown, Schechter) ; Cybersecurity Subcommittee (Schechter-Chair, Clarke; Lobaito to be replaced post-2025 meeting) ; Compensation (Brown-Chair, Coppedge, Lada) ; Nominating & Corporate Governance (Coppedge-Chair, Brown, Schechter) . Scafidi’s committee assignments are not disclosed in the proxy .
Fixed Compensation
| Component | Structure | Amount/Detail |
|---|---|---|
| Annual cash retainer | Non-employee directors | $72,000 per year, paid quarterly . |
| Committee chair retainer | Additional cash | +$10,000 per year (non-employee chairpersons) . |
| Chairman of the Board retainer | Additional cash | +$10,000 per year . |
| Equity grant | Annual restricted stock | $53,000 grant value each year, beginning 2023 . |
| Ownership guideline | Stock holding requirement | 1,250 shares of Class A Common Stock within five years of joining the Board . |
| Health benefits | Optional | Directors may elect company health coverage and apply a portion of retainer to pay premiums; value may be taken into income . |
Performance Compensation
- SGA does not disclose performance-based compensation for directors; annual equity grants are time-vested restricted stock.
- Vesting and treatment:
- 2024 director restricted stock grants vest one-third on December 15, 2025, 2026, and 2027; all such restricted stock fully vests upon change-in-control if the reporting person is a director at the time .
- Grant valuation used for directors in 2024 compensation disclosures: $11.86 per share closing price on December 5, 2024 (for valuation of $53,002 equity awards shown for incumbents) .
| Equity Feature | Terms | Vesting/Trigger |
|---|---|---|
| Director restricted stock (typical annual grant) | Class A Common Restricted Stock | Vests in one-third increments over three years; accelerates upon change-in-control if still a director . |
| Dividends on unvested shares | Cash dividends paid on unvested restricted stock to directors | Included as “All Other Compensation” for sitting directors (illustrative amounts shown for 2024 incumbents) . |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships reported for Scafidi in the proxy . |
Expertise & Qualifications
- Digital strategy and marketing technology leadership across global brands; scaled profitable products and analytics-driven growth programs .
- Recognitions: The Drum’s Top 100 Digirati; Brand Innovators’ 40 Under 40 .
- Education: B.S., University of Rochester .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested/Unvested Breakdown | Pledged/Hedged | Ownership Guideline Status |
|---|---|---|---|---|---|
| Michael Scafidi | — | <1% | Not applicable (new nominee, no director grants yet) | SGA’s Code prohibits hedging, short sales, options, and holding stock in margin accounts; trades must be pre-cleared | Directors must reach 1,250 shares within five years of joining the Board . |
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | No insider transactions for Scafidi disclosed in the proxy | — | — | Scafidi reported no beneficial ownership as of March 14, 2025 . |
Governance Assessment
- Board effectiveness and independence: Scafidi adds contemporary digital transformation expertise to an independent-majority board with established committee structures and regular executive sessions—positive for oversight of technology, marketing analytics, and cybersecurity risk .
- Alignment and incentives: Director pay combines fixed cash retainers with time-vested equity and a stock ownership guideline (1,250 shares within five years), supporting alignment, though Scafidi held no shares at record date (expected ramp to guideline) .
- Conflicts/related party exposure: No related-party transactions involving Scafidi are disclosed. SGA’s related-party items center on employment and insurance arrangements linked to the Christian family; these are reviewed/approved under the Finance & Audit Committee’s related-party policy—important context but not specific to Scafidi .
- Shareholder sentiment: 2024 Say-on-Pay support was 73.9% (excluding broker non-votes); while focused on executives rather than directors, it informs the compensation climate the Board (including new directors) will oversee .