Charles L. Barmonde
E.W. SCRIPPSAbout Charles L. Barmonde
Independent director of The E.W. Scripps Company (SSP); age 49; director since 2015. Background: private investor, educator and entrepreneur; owner/founder of Arch Contemporary Ceramics; former Trustee of the Scripps Howard Foundation. As a Scripps family member, the Board cites his institutional knowledge and understanding of the Company’s history and vision. Nasdaq independence affirmed for all directors except the CEO.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arch Contemporary Ceramics | Owner & Founder | — | Entrepreneurial/operator perspective |
| Scripps Howard Foundation | Former Trustee | — | Philanthropy/governance exposure |
External Roles
| Company/Organization | Role | Tenure | Committees |
|---|---|---|---|
| No other public company boards disclosed in proxy | — | — | — |
Board Governance
- Committee assignments: Compensation & Talent Management Committee (member); Executive Committee (member). Chairs: none; Compensation & Talent Management chaired by Kelly P. Conlin; Executive Committee chaired by Kim Williams.
- Attendance and engagement: All directors attended all Board and committee meetings in 2024; executive sessions of non‑management directors held at each Board meeting; all directors attended 2024 Annual Meeting.
- Independence: Board determined all directors except CEO are independent under Nasdaq standards; all Audit, Compensation & Talent Management, and Nominating & Governance committee members are independent.
- Committee activity context: Audit Committee held 4 meetings; Nominating & Governance held 4; Executive Committee met once.
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard for non‑employee directors |
| Non‑chair committee member retainer | $10,000 | Per committee; Executive Committee chair is paid only if it meets; chair waived fee in 2024 |
| Total cash fees (Barmonde) | $90,000 | Base + one non‑chair committee retainer aligns with roles |
Performance Compensation
| Equity Element | FY 2024 | Terms |
|---|---|---|
| Annual RSU grant (intended value) | $150,000 | Granted at 2024 Annual Meeting; targeted to peer median with consultant input |
| Stock awards (grant-date fair value recorded for Barmonde) | $182,374 | FASB ASC 718 valuation; reflects accounting fair value |
| Outstanding RSUs (as of 12/31/2024) | 40,983 units | Aggregate RSUs per director |
| Vesting/payment provisions | Payable on earlier of first anniversary, termination of service, or change in control; forfeitable upon removal for cause | Applies to non‑employee directors |
| Performance metrics tied to director equity | None disclosed; director awards are time‑based RSUs | 2023 LTIP permits PSUs for employees; director program uses RSUs |
Additional structural guardrails:
- Annual cap: total awards + cash fees per non‑executive director capped at $500,000; non‑executive Chair capped at $750,000.
- No option/SAR repricing; minimum vesting ≥1 year (with limited exceptions); clawback/forfeiture for detrimental activity; no dividends on unvested awards.
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation & Talent Management Committee interlocks | None; no member was an officer or employee; no cross‑board interlocks with SSP executives. |
Expertise & Qualifications
- Institutional knowledge and long‑term perspective as a Scripps family member; Board attributes strong understanding of Company history and vision to Barmonde.
- Private investor/operator background (gallery founder) suggests entrepreneurial and brand/consumer sensibilities.
Equity Ownership
| Metric | Value | As‑of Date |
|---|---|---|
| Class A Common Shares (beneficially owned) | 659,086 | 01/31/2025 |
| Common Voting Shares (beneficially owned) | 585,666 (4.9% of class) | 01/31/2025 |
| RSUs convertible within 60 days | — | 01/31/2025 |
| Outstanding RSUs (aggregate count) | 40,983 | 12/31/2024 |
| Ownership guidelines target (3× retainer; price $1.88) | 127,660 shares | 01/31/2025 |
| Actual ownership under guideline | 700,069 shares | 01/31/2025 |
| Shares pledged as collateral | None | 01/31/2025 |
| Hedging/pledging policy | Prohibited for directors, officers, key employees | — |
Family and control context:
- Signatory to Scripps Family Agreement; family signatories collectively hold 93.3% of Common Voting Shares; Company qualifies as a “controlled company” under Nasdaq but is not relying on the exemption.
- Family relationships disclosed: Barmonde, Granado, Holcomb are cousins and signatories.
Governance Assessment
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Positives supporting investor confidence:
- Independence under Nasdaq, full attendance at Board/committee meetings, participation in executive sessions and director education.
- Strong ownership alignment: materially exceeds director ownership guideline; no pledging; hedging prohibited.
- Compensation oversight: independent consultant input, peer benchmarking, capped director pay, clawback/forfeiture features; no changes to director program in 2024 (stability).
- Audit Committee independence and active risk oversight; quarterly ERM reporting.
-
Potential conflicts/neutral watch items:
- RED FLAG: Scripps Family Agreement signatory with meaningful Common Voting stake (4.9% of class personally; family group controls voting); potential perception of influence on governance despite Nasdaq independence.
- Family relationships among directors (cousins) may raise interlock/perception concerns; however, proxy reports no related party transactions in 2024 and Audit Committee reviews any such transactions under policy.
-
Process integrity and compliance:
- Section 16 reporting timely for 2024; director compensation program transparent; executive sessions held each meeting; committee charters reviewed annually.
-
Compensation mix signals:
- Cash retainer + time‑based RSUs; equity component sized to peer median and increased policy “current” RSU value to $175,000 for non‑employee directors beginning with the 2025 program (subject to annual meeting timing).
Overall: Barmonde’s high ownership and full attendance support alignment and engagement; family agreement participation is the key governance sensitivity. Continuous Audit/Compensation committee independence and lack of related party transactions mitigate conflict risk, but investors should monitor family voting dynamics and committee decisions affecting control and compensation.