Kim Williams
E.W. SCRIPPSAbout Kim Williams
Kim Williams, age 69, has served on SSP’s Board since 2008 and is the independent Chair of the Board since May 3, 2021, after serving as Lead Independent Director from 2018 to May 2021 . She is retired since 2006, with prior senior investing and research leadership roles at Wellington Management (SVP/Partner/Associate Director of Global Industry Research 1995–2001; SVP/Partner/Global Industry Analyst 1986–1995) . Williams also serves on the boards of two other public companies: Weyerhauser Company (forest products) and Xcel Energy, Inc. (utility) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company, LLP | Senior Vice President, Partner, Associate Director of Global Industry Research | 1995–2001 | Led global research; senior leadership in industry analysis |
| Wellington Management Company, LLP | Senior Vice President, Partner, Global Industry Analyst | 1986–1995 | Global industry coverage; investment research leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Weyerhauser Company | Director | Current | Forest products; public company board |
| Xcel Energy, Inc. | Director | Current | Utility company; public company board |
Board Governance
- Independent Board Chair since May 3, 2021; previously Lead Independent Director (2018–2021) .
- Attendance: All directors attended all Board and committee meetings in 2024; Board met 4 times . Audit Committee met 4 times; Nominating & Governance Committee met 4 times; Executive Committee met once .
| Committee | Membership | Chair Role | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Kim Williams; John W. Hayden; Nishat A. Mehta | Williams (Chair) | 4 | Oversees financial reporting, internal controls, auditor independence, risk (financial, cyber, IT, data privacy), sustainability-related financial disclosures |
| Executive | Kim Williams; Charles L. Barmonde; Kelly P. Conlin; John W. Hayden; Adam P. Symson | Williams (Chair) | 1 | Exercises Board powers between meetings (limited exceptions) |
| Nominating & Governance | John W. Hayden (Chair); Kim Williams; Raymundo H. Granado, Jr.; Monica O. Holcomb; Leigh B. Radford | Member | 4 | Oversees governance principles, board evaluations, committee nominations, ethics complaints, sustainability strategy |
Independence and leadership: “Kim Williams has served as the independent chair of the Board since May 3, 2021” .
Fixed Compensation
- Cash retainer for non-employee directors: $80,000 .
- Additional annual director fees: Director Chair $120,000; Audit Chair $26,000; Nominating & Governance Chair $14,000; Compensation & Talent Management Chair $20,000; Non-chair committee member retainer $10,000; Executive Committee Chair $3,000 if the committee meets (Williams waived the fee in 2024) .
- 2024 cash paid to Kim Williams: $236,000 (consistent with $80,000 base + $120,000 Director Chair + $26,000 Audit Chair + $10,000 Nominating & Governance member; Exec Chair fee waived) .
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee director cash retainer |
| Director Chair fee | $120,000 | Annual fee for Board Chair |
| Audit Committee Chair fee | $26,000 | Annual fee for Audit Chair |
| Nominating & Governance member retainer | $10,000 | Annual retainer for non-chair committee member |
| Executive Committee Chair fee | $0 | Committee met once; Chair elected to waive the $3,000 fee |
| 2024 Cash fees (reported) | $236,000 | Total fees earned by Williams in 2024 |
Performance Compensation
- 2024 equity compensation: RSU grant targeted at $150,000 for non-employee directors serving as of the 2024 Annual Meeting, paid on the earlier of first anniversary of grant, termination from Board or change in control; forfeitable upon removal for cause .
- 2024 stock awards (grant date fair value) reported for Williams: $182,374 (ASC 718) .
- Outstanding RSUs as of 12/31/2024: 40,983 units (Williams) .
- Plan update: As of March 10, 2025, the non-employee director program provides RSU awards of $175,000 (future grants under the amended 2023 Plan) .
| Equity Award | Grant Date | Grant Value (USD) | Vesting/Payment Terms | Outstanding Units (#) |
|---|---|---|---|---|
| RSU (director annual grant) | May 2024 | $150,000 | Paid on 1st anniversary, termination of service, or change in control; forfeitable for cause | |
| Stock awards (ASC 718 value, reported 2024) | 2024 | $182,374 | Aggregate grant date fair value per ASC 718 | |
| RSUs outstanding | 12/31/2024 | — | Unvested director RSUs outstanding | 40,983 |
| Future RSU program level | As of 3/10/2025 | $175,000 | Non-employee director RSU award level under current program |
Plan-level governance features:
- Annual limit on awards to directors: $500,000 (director) and $750,000 (non-executive Chair) including cash fees and grant date fair value in a calendar year .
- Minimum one-year vesting (with limited 5% exception); no discounted options/SARs; no option/SAR repricing without shareholder approval; clawback/forfeiture for detrimental activity; administered by independent committee; no dividends/dividend equivalents on unvested awards .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Conflicts |
|---|---|---|---|
| Weyerhauser Company | Director | Not disclosed | No interlocks disclosed with SSP; no related-party transactions in 2024 |
| Xcel Energy, Inc. | Director | Not disclosed | No interlocks disclosed with SSP; no related-party transactions in 2024 |
- Compensation & Talent Management Committee Interlocks: SSP reports no insider participation or cross-director interlocks in 2024 on its Compensation & Talent Management Committee .
Expertise & Qualifications
- Capital markets and investment research expertise from Wellington Management senior roles; brings working knowledge of the industry and direct television/digital experience per Board qualification narrative .
- Audit leadership: Chairs the Audit Committee; signed Audit Committee report recommending inclusion of audited statements in 10-K; oversight of financial reporting, controls, audit independence, and enterprise risks (including cybersecurity and sustainability-related financial disclosures) .
- Board leadership and governance: Independent Chair; member of Nominating & Governance overseeing governance principles, board/committee self-assessments, ethics complaints, and sustainability strategy .
Equity Ownership
- Ownership guidelines: Directors must own Class A shares equal to 3x annual cash retainer within 5 years of election; compliance counts unvested RSUs .
- Prohibitions: Hedging and pledging transactions are prohibited; none of Williams’s shares are pledged .
- Deferred compensation: Williams participates in the 1997 DCSPD; has phantom shares and a fixed income account (only director with such account); elected to receive phantom share payments in Class A shares .
| Metric | Value | Notes |
|---|---|---|
| Class A shares (beneficially owned) | 192,037 | As of 1/31/2025; includes shares held in trust by husband as custodian |
| RSUs convertible within 60 days | — | None shown for directors as of 1/31/2025 |
| Phantom shares (DCSPD) | 41,094 | Elected payment in Class A shares |
| Ownership guideline target (shares) | 127,660 | Based on $1.88 share price; 3x retainer |
| Actual ownership (guideline measure) | 233,020 | As of 1/31/2025 |
| Ownership as % of Class A | <1% | Less than 1% |
| Hedging/Pledging status | Prohibited | Company policy; none pledged |
Governance Assessment
- Board effectiveness and independence: Williams’s role as independent Chair, Audit Chair, and member of Nominating & Governance underscores strong governance credentials and robust oversight of financial reporting and enterprise risk; 100% attendance in 2024 strengthens investor confidence .
- Alignment and incentives: High ownership relative to guideline (233,020 vs. 127,660 target) plus election to receive DCSPD phantom shares in Class A stock indicates alignment; equity grants are time-based RSUs without performance metrics for directors, but program includes clawback/forfeiture provisions and conservative plan features (no option repricing, minimum vesting) .
- Compensation mix and potential conflicts: 2024 cash fees reflect leadership responsibilities (Chair, Audit Chair) with waived Executive Committee fee, and equity grants within program limits; no related-party transactions in 2024; other public company directorships (Weyerhauser, Xcel Energy) appear sector-distant from media, reducing operational conflict risk .
- RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, delinquent Section 16 filings, or attendance issues; compensation committee reports no interlocks/insider participation; say-on-pay proposal presented without reported low approval red flags in these excerpts .