Marcellus W. Alexander, Jr.
E.W. SCRIPPSAbout Marcellus W. Alexander, Jr.
Independent director of The E.W. Scripps Company (SSP) since 2019; age 73. Former Senior Advisor, Television and President of the National Association of Broadcasters (NAB) Leadership Foundation (2018–2019); previously EVP, Television and President, NAB Education Foundation (2004–2018) and EVP, Television, NAB (2002–2004). The Board approved a one-year retirement-age extension for Mr. Alexander in February 2025, signaling continued reliance on his broadcast-industry expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Broadcasters (NAB) Leadership Foundation | Senior Advisor, Television and President | 2018–2019 | Oversight of broadcast leadership development and industry initiatives |
| NAB Education Foundation | EVP, Television and President | 2004–2018 | Led education and workforce programs for the TV industry |
| National Association of Broadcasters | EVP, Television | 2002–2004 | Senior industry/advocacy leadership for television segment |
External Roles
- No other public-company directorships are disclosed for Mr. Alexander in the 2025 proxy statement .
- Compensation & Talent Management Committee interlocks: none (committee comprised solely of non-employees; no cross-directorship interlocks reported) .
Board Governance
- Committee assignments: Member, Compensation & Talent Management Committee (not Chair) .
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq standards; all comp, audit, and nominating committee members are independent .
- Attendance and engagement: The Board held 4 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 .
- Controlled company status: SSP qualifies as a “controlled company” under Nasdaq due to Scripps Family Agreement voting control but is not relying on the exemptions (i.e., continues to maintain independent committee composition) .
Fixed Compensation
| Component | Amount/Policy | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $80,000 | 2024 Director Compensation |
| Committee member annual retainer (non-chair) | $10,000 | Annual Director Fees |
| Mr. Alexander – Fees Earned or Paid in Cash (2024) | $90,000 | 2024 Director Compensation |
Performance Compensation
| Element | Detail | Source |
|---|---|---|
| Annual director equity policy | RSU award equal to $150,000 (granted May 2024) | Equity Compensation |
| Mr. Alexander – Stock Awards (2024) | $182,374 grant-date fair value | 2024 Director Compensation |
| RSUs outstanding (12/31/2024) | 40,983 units | 2024 Director Compensation (RSU counts) |
| Vesting/settlement terms | RSUs pay on earlier of first anniversary of grant, termination of Board service, or change in control; may be forfeited upon removal for cause | Equity Compensation |
| Director annual cap under 2023 Plan | Total awards + cash fees limited to $500,000 per year (non-Chair); $750,000 for non-exec Chair | 2023 Plan Highlights |
| Dividends on unvested awards | Accrued and only paid if award vests; no dividend equivalents on options/SARs | 2023 Plan Highlights |
| Performance metrics | None for director equity (time-based RSUs) | Equity Compensation |
Other Directorships & Interlocks
| Category | Status | Source |
|---|---|---|
| Current public-company boards (outside SSP) | None disclosed for Mr. Alexander | Nominee biography |
| Committee interlocks | None; no SSP executive served on a board where a company executive served on SSP’s comp committee | Interlocks disclosure |
Expertise & Qualifications
- The Board cites Mr. Alexander as bringing a working knowledge of the industry and direct television experience to Board discussions, complementing the Board’s skill mix .
- His multi-decade leadership across NAB entities underscores policy, advocacy, and workforce development expertise within U.S. broadcast media .
Equity Ownership
| Metric | Figure | Notes |
|---|---|---|
| Beneficial ownership – Class A shares | 46,802 shares (less than 1%) | As of 1/31/2025; none pledged |
| RSUs credited (for ownership guideline calc) | 40,983 units | Outstanding as of 12/31/2024 |
| Total counted toward ownership guideline | 87,785 (shares + RSUs) | As of 1/31/2025 |
| Director ownership guideline | 3x annual cash retainer; target shares 127,660 at $1.88 price | Must meet within five years of election |
| Hedging/pledging | Prohibited for directors, officers, and key employees | Insider trading policy |
Note: The proxy presents Mr. Alexander’s actual ownership (87,785) versus the target (127,660) as of 1/31/2025; it does not make a compliance determination in the narrative. The guideline allows five years to comply (3x retainer), calculated on director election date .
Governance Assessment
-
Positives
- Independent director with perfect 2024 attendance; participates on the Compensation & Talent Management Committee that oversees CEO/NEO pay, human capital, and succession planning .
- Board remains independent at the committee level despite controlled company status; not relying on Nasdaq controlled-company exemptions .
- No related-party transactions in 2024 and explicit related-party review policy; Section 16 compliance reported as timely for all insiders .
- Strong equity plan guardrails (director award caps, no option/SAR repricing, clawback/forfeiture for detrimental activity, no dividends on unvested equity) .
-
Watch Items
- Ownership alignment: actual shares+RSUs (87,785) below the proxy’s target share count (127,660) for the 3x-retainer guideline as of 1/31/2025; monitor progress to guideline given his 2019 start date and guideline’s five-year window .
- Succession/refresh: the Board granted a one-year retirement-age extension for Mr. Alexander (beyond the general age 72 guideline), indicating value placed on his expertise but also a need to monitor refreshment and succession balance .
- Compensation oversight scrutiny: In February 2025, the committee (of which he is a member) reinstated full LTI opportunity for 2025 and granted one-time performance unit “hurdle” awards for certain NEOs following above-target 2024 payouts—investors may assess rigor and alignment vs. long-term results in 2025 say-on-pay .
Appendix: Director Compensation Details (2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (grant-date fair value) | $182,374 |
| Total | $272,374 |
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