John W. Hayden
E.W. SCRIPPSAbout John W. Hayden
John W. Hayden (age 67) has served on The E.W. Scripps Company board since 2008. He is a retired public company chief executive, currently President & CEO of CJH Consulting; previously President & CEO of The Midland Company (1998–2010) and Chairman/President/CEO of American Modern Insurance Group (1996–1998). The board highlights him as a retired public company CEO among its qualifications for director nominees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Midland Company | President & Chief Executive Officer | 1998–2010 | — |
| The Midland Company | Director | 1991–2008 | — |
| American Modern Insurance Group | Chairman, President & CEO | 1996–1998 | — |
External Roles
| Organization | Role | Tenure/Notes | Public/Private (as disclosed) |
|---|---|---|---|
| ABR Re (Bermuda-based reinsurance) | Director | Current | Not specified as public in proxy |
| Hauser Private Equity | Director | Current | Not specified as public in proxy |
| General Nano (advanced materials) | Director | Current | Not specified as public in proxy |
| Ohio National Financial Services | Former Director | 1997–2022 | Not specified as public in proxy |
Board Governance
- Committee assignments (2024): Audit (member), Executive (member), Nominating & Governance (Chair) .
- Committee rosters confirm: Audit members Kim Williams (Chair), John W. Hayden, Nishat A. Mehta; Executive committee members include Hayden; Nominating & Governance chaired by Hayden with four other directors .
- Attendance: The board held four regular meetings in 2024; all directors attended all board and committee meetings on which they served .
- Executive sessions: Non‑management directors held executive sessions at each board meeting .
- Independence: The board determined all directors except the CEO are independent; all Audit, Compensation & Talent Management, and Nominating & Governance committee members are independent under Nasdaq and SOX standards .
- Controlled company disclosure: SSP qualifies as a “controlled company” under Nasdaq due to the Scripps Family Agreement but is not relying on the exemptions .
- Board leadership: Independent Chair is Kim Williams (since May 2021) .
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Amount |
|---|---|
| Cash fees (aggregate) | $104,000 |
| Equity (RSUs, grant date fair value) | $182,374 |
| Total | $286,374 |
- Program structure (no changes in 2024): Annual cash retainer $80,000; Committee chair fees: Audit $26,000, Compensation $20,000, Nominating & Governance $14,000; Non‑chair committee member retainer $10,000; Executive Committee Chair $3,000 if the committee meets (chair waived the fee in 2024) .
- Director equity: In May 2024, non‑employee directors received RSUs valued at $150,000; RSUs are paid on the earlier of first anniversary of grant, termination of service, or change in control; forfeiture upon removal for cause .
Performance Compensation
- Non‑employee director compensation does not use performance metrics; equity is time‑based RSUs with terms summarized above (vesting/timing and forfeiture) .
Other Directorships & Interlocks
- Current external directorships: ABR Re; Hauser Private Equity; General Nano; prior board service at Ohio National Financial Services (1997–2022) .
- No public company interlocks for Hayden are disclosed in the proxy; he is not on SSP’s Compensation & Talent Management Committee (reducing interlock risk) .
Expertise & Qualifications
- Retired public company CEO; the board cites him among nominees bringing CEO experience to support governance and oversight .
- Audit oversight: Serves on Audit Committee, which oversees financial reporting integrity, internal controls, audit firm independence, enterprise risk, and cybersecurity risk updates; the Audit Committee met four times in 2024 .
- Governance leadership: Chair of the Nominating & Governance Committee, which leads board/committee evaluations, director nominations, governance principles, ethics oversight, and sustainability strategy oversight; N&G met four times in 2024 .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership – Class A shares | 117,878 (less than 1% of class) |
| Common Voting Shares | — |
| Director RSUs outstanding (12/31/2024) | 40,983 |
| Phantom shares (deferred fees) | 86,313; Hayden elected cash settlement for phantom shares |
| Pledged shares | None; no officer or director shares pledged |
| Hedging/Pledging policy | Hedging and pledging prohibited for directors, officers, key employees |
| Director stock ownership guideline | 3x annual cash retainer; target 127,660 shares (based on $1.88 on 1/31/2025) |
| Actual ownership vs guideline | 158,861 (above guideline) as of 1/31/2025 |
Governance Assessment
- Independence and attendance: Fully independent and 100% attendance across board and assigned committees in 2024, supporting board effectiveness .
- Governance leadership: As Nominating & Governance Committee Chair, Hayden leads director evaluation, nomination, governance policy, ethics hotline oversight, and sustainability oversight—key levers for governance quality .
- Financial oversight: Audit Committee membership provides line‑of‑sight to financial reporting, auditor independence, risk (including cybersecurity) and controls; the committee recommended inclusion of audited 2024 financials in the 10‑K .
- Ownership alignment: Holds 117,878 Class A shares, 40,983 director RSUs outstanding, and exceeds director ownership guidelines; no pledging and hedging barred—positive alignment signals. Note: he holds 86,313 phantom shares and has elected cash settlement for those units .
- Related‑party exposure: Hayden is not a signatory to the Scripps Family Agreement (family voting control); related‑party disclosure centers on family signatories (not Hayden), reducing perceived conflicts for him personally .
- Compensation structure: Majority of his 2024 director pay was equity (RSUs), with standardized cash fees (base and chair/member retainers), aligning director incentives with long‑term shareholder value without performance formulas that could bias oversight .