Kelly P. Conlin
E.W. SCRIPPSAbout Kelly P. Conlin
Independent director at The E.W. Scripps Company (SSP) since 2013; age 65 as of March 21, 2025 . Former Chairman/CEO roles across digital/media companies: Zinio (2015–2019), NameMedia (2006–2015), Primedia (2003–2005), and IDG Inc. (1995–2002), bringing deep industry and digital operating experience . The Board has determined he is independent under Nasdaq standards (company is a “controlled company” but is not relying on the independence exemptions) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zinio, Inc. | Chairman & Chief Executive Officer | 2015–2019 | Digital publishing leadership |
| NameMedia | Chairman & Chief Executive Officer | 2006–2015 | Domain/media operations |
| Primedia | Chief Executive Officer | 2003–2005 | Specialty media portfolio management |
| IDG Inc. | Chief Executive Officer | 1995–2002 | Global tech media execution |
External Roles
- No current public company directorships disclosed for Mr. Conlin .
Board Governance
- Committee assignments: Chair, Compensation & Talent Management; Member, Executive Committee .
- Independence: All directors except the CEO are independent; SSP is a controlled company but is not relying on Nasdaq’s controlled company exemptions .
- Attendance: 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; presided by the Board Chair or designee .
- Committee activity: Compensation & Talent Management Committee met four times in 2024 ; Executive Committee met once .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer (program) | $80,000 |
| Compensation & Talent Management Committee Chair retainer (program) | $20,000 |
| Executive Committee Chair fee (only if the committee meets) | $3,000; Chair waived fee in 2024 |
| Annual retainer – non‑chair committee member (program) | $10,000 |
| Fees earned by Kelly P. Conlin (actual 2024) | $100,000 |
Notes:
- Mr. Conlin’s 2024 cash fees of $100,000 reflect the $80,000 base retainer plus $20,000 for chairing Compensation & Talent Management .
Performance Compensation
| Equity Component (2024) | Terms | Amount/Units |
|---|---|---|
| Annual RSU grant to non‑employee directors (May 2024) | Grant targeted to peer group median; RSUs pay on earlier of first anniversary, termination from Board, or change in control; forfeitable upon removal for cause | $150,000 grant value (program) |
| Kelly P. Conlin – Stock awards (grant date fair value, FASB ASC 718) | RSUs under director program | $182,374 |
| Kelly P. Conlin – Aggregate RSUs outstanding (12/31/2024) | Unpaid RSUs | 40,983 units |
| Director equity cap (2023 Plan) | Max aggregate grant date fair value + cash fees per year | $500,000 (non‑executive directors); $750,000 (non‑executive Chair) |
SSP does not tie director compensation to performance metrics; director equity is time‑based RSUs intended to align directors with shareholder interests .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public company boards | None disclosed for Mr. Conlin |
| Compensation Committee interlocks | None; no member was an officer/employee; no cross‑board executive interlocks reported |
Expertise & Qualifications
- Board’s qualifications assessment cites Mr. Conlin among nominees with industry and direct television/digital experience supporting Board effectiveness .
- Independence and governance focus evidenced by chairing the Compensation & Talent Management Committee overseeing executive/director pay strategy, clawback, stock ownership guidelines, and human capital policies; Korn Ferry serves as independent compensation consultant since 2021 .
Equity Ownership
| Holder | Class A Shares | Percent of Class | Common Voting Shares | RSUs Convertible within 60 days | Pledged Shares |
|---|---|---|---|---|---|
| Kelly P. Conlin | 70,769 | <1% | — | — | None |
| Director Ownership Guideline (3x cash retainer) | Target Shares (based on $1.88 on 1/31/2025) | Actual Ownership (includes eligible RSUs) |
|---|---|---|
| Kelly P. Conlin | 127,660 | 111,752 |
Additional alignment policies:
- Hedging and pledging of Class A shares prohibited for directors, officers and key employees .
- Director ownership guidelines require 3x cash retainer within five years of election; Mr. Conlin’s status shown above .
Governance Assessment
- Strengths: Independent director; 100% attendance; chairs Compensation & Talent Management with independent consultant support; robust clawback policy and stock ownership guidelines; no related‑party transactions in 2024; all Section 16 filings timely .
- Alignment: Director pay tilted toward equity (Mr. Conlin’s mix ≈ $182k equity vs $100k cash) supporting long‑term alignment; hedging/pledging prohibited; ownership guidelines in place .
- Watch items:
- Controlled company: Scripps Family Agreement controls majority of Common Voting Shares; while SSP is not relying on Nasdaq exemptions, controlled status warrants continued scrutiny of independent oversight and voting dynamics .
- Equity dilution: Burn rate averaged 2.8% (2022–2024); fully diluted overhang ~21% as of March 10, 2025, potentially rising to ~30.4% if 15 million additional shares are approved under the plan amendment; as Compensation Chair, Mr. Conlin’s oversight of share utilization and dilution is consequential for investor confidence .
- Director ownership guideline shortfall: Actual of 111,752 vs target 127,660 shares as of 1/31/2025 (guidelines permit counting eligible RSUs); continued progress desirable .
Board Governance (Additional Data)
| Item | Detail |
|---|---|
| Executive sessions | Held at each board meeting; presided by Board Chair/another director |
| Board leadership | Independent Chair Kim Williams; serves on other public company boards |
| Committee meetings (2024) | Audit: 4; Compensation & Talent Management: 4; Nominating & Governance: 4; Executive: 1 |
Director Compensation (Program Detail)
| Element | Terms |
|---|---|
| Cash | $80,000 annual retainer; chair retainers: Audit $26,000; Compensation $20,000; Nominating $14,000; non‑chair committee member retainer $10,000; Executive Committee Chair paid $3,000 only if committee meets (waived in 2024) |
| Equity | RSUs valued at $150,000 (May 2024 grants); pay on earlier of first anniversary, termination from Board, or change in control; may be forfeited upon removal for cause |
| Ownership guidelines | 3x annual cash retainer within 5 years of election; counts direct, trust, and eligible RSUs |
| Charitable match | Scripps Howard Fund matches up to $2,500 annually; none used by non‑employee directors in 2024 |
Related Party & Conflicts
- Related‑party transactions: None in 2024; Audit Committee policy requires arm’s‑length terms and approvals for any such transactions .
- Scripps Family Agreement: Family signatories collectively hold 93.3% of Common Voting Shares; governance controls disclosed and monitored .
Say‑on‑Pay & Shareholder Feedback
- Holders of Common Voting Shares approved NEO compensation at the 2024 Annual Meeting; Compensation Committee values engagement with Class A holders on strategy, executive pay, and governance .
Compensation Peer Group & Consultant
- Korn Ferry retained since 2021 as independent advisor for executive and director compensation strategy; independence assessed with no conflicts .
- Peer group methodology targets U.S. broadcast/media companies with revenues ~0.5x–2.0x SSP, traded on major exchanges, aligned to media business models; program reviewed annually .
Equity Compensation Plan Information
| Outstanding Awards (12/31/2024) | Count |
|---|---|
| Time‑based RSUs | 3,206,453 |
| Performance‑based RSUs | 790,164 |
| Directors’ phantom shares (DCSPD) | 41,094 total (e.g., Ms. Williams 41,094; Mr. Hayden 86,313—cash election) |
All executives, directors, and 10% holders complied with Section 16 filing requirements in 2024 .