Burton F. Jablin
E.W. SCRIPPSAbout Burton F. Jablin
Age 64; independent director of The E.W. Scripps Company since 2022. Retired since 2018; previously Chief Operating Officer of Scripps Networks Interactive (2015–2018), President of Scripps Networks Interactive (2013–2015), President, Home Category (2009–2013), and President of HGTV (2005–2009). The proxy notes the Company spun off its cable networks into Scripps Networks Interactive in 2018 .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Scripps Networks Interactive | Chief Operating Officer | 2015–2018 | Senior operating leadership of cable networks business |
| Scripps Networks Interactive | President | 2013–2015 | Corporate leadership role |
| Scripps Networks Interactive | President, Home Category | 2009–2013 | Category P&L leadership |
| HGTV (Scripps Networks) | President | 2005–2009 | Network leadership |
External Roles
No other public company directorships are disclosed for Mr. Jablin in the proxy; other directors with external boards are identified explicitly, but Mr. Jablin is not among them .
Board Governance
- Committee memberships: Compensation & Talent Management Committee member; not a chair .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq standards; all standing committees (Audit, Compensation & Talent Management, Nominating & Governance) are fully independent .
- Attendance and engagement: Board held four regular meetings in 2024; all directors attended all Board and committee meetings on which they served. Executive sessions of non-management directors were held at each Board meeting .
- Years of service: Director since 2022 .
- Board leadership context: Independent Chair Kim Williams (since May 2021) .
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Fees earned (cash) | 90,000 | Base annual retainer $80,000 plus $10,000 non-chair committee retainer for Compensation & Talent Management participation |
| Stock awards (RSUs) – grant date fair value | 182,374 | Annual director equity intended at ~$150,000; actual grant fair value as reported |
| Total director compensation | 272,374 | Sum of cash and equity grant fair value |
Program terms:
- Annual cash retainer: $80,000; additional annual retainer for non-chair committee membership: $10,000; committee chair retainers vary by committee .
- Annual equity for non-employee directors: RSU award targeted at $150,000; RSUs paid on the earlier of the first anniversary of grant, termination of service, or change in control; may be forfeited upon removal for cause .
Performance Compensation
| Equity Design Feature | Term |
|---|---|
| Annual RSU grant size (target) | $150,000 for non-employee directors |
| Vesting/payment | Paid on earlier of one-year anniversary, termination from Board, or change in control; forfeitable for cause |
| Annual director award cap | Aggregate awards plus cash fees capped at $500,000 per director; $750,000 for non-executive Chair |
| Dividend treatment | No dividends/dividend equivalents paid on unvested awards; amounts accumulate and are paid only if awards vest |
| Clawback/forfeiture | Subject to forfeiture for “detrimental activity” and to company-wide recoupment policy |
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No member of the Compensation & Talent Management Committee (including Mr. Jablin) was an officer or employee of the Company in 2024; no cross-directorship interlocks with other companies’ executive officers .
Expertise & Qualifications
The Board cites Mr. Jablin as bringing a working knowledge of the industry and direct television/digital experience, complementing institutional knowledge and strategic acumen sought in nominees .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Class A shares beneficially owned | 23,171 | <1% of class; none pledged |
| Director RSUs outstanding | 40,983 | Aggregate RSUs as of 12/31/2024 |
| Ownership guidelines | 3× annual cash retainer; target 127,660 shares based on $1.88 price as of 1/31/2025 | |
| Actual guideline credit | 64,154 | As of 1/31/2025; compliance deadline May 2, 2027 |
| Hedging/pledging policy | Prohibited for directors and key employees |
Section 16 compliance: Company reports all directors and executive officers complied timely with Section 16(a) in 2024 .
Governance Assessment
- Committee role: Active on Compensation & Talent Management, which sets CEO/NEO pay philosophy, oversees human capital disclosures, succession planning, and retains Korn Ferry as independent consultant; committee met four times in 2024 .
- Independence and attendance: Strong indicators of board effectiveness—full attendance and independent committee composition .
- Ownership alignment: Holds shares and RSUs; progressing toward director ownership guideline by May 2027; no pledging/hedging allowed—aligns incentives with shareholders .
- Controlled company context: The Scripps Family Agreement holders control voting power; company qualifies as a “controlled company” but is not relying on Nasdaq independence exemptions—mitigates governance risk via independent committees .
- Related-party exposure: None in 2024; Mr. Jablin is not identified as a Scripps Family Agreement signatory (contrast with named family directors) .
RED FLAGS: None identified specific to Mr. Jablin (no related party transactions, no hedging/pledging, full attendance). Broader dilution risk exists at the plan level (overhang ~21% as of 3/10/2025; would rise to ~30.4% if additional shares approved), which is a systemic governance consideration rather than director-specific .