Monica O. Holcomb
E.W. SCRIPPSAbout Monica O. Holcomb
Monica O. Holcomb (age 50) has served as a director of The E.W. Scripps Company since 2023. She is a private investor and philanthropist, a founding director of the Scripps Family Impact Fund (since 2018), and serves as a director of Miramar Services, Inc. (since 2019) where she chairs its Vision Statement; she is also a charter member of the charitable advisory board of the Adam R. Scripps Foundation . She is a signatory to the Scripps Family Agreement and is a cousin of directors Charles L. Barmonde and Raymundo H. Granado, Jr. .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Scripps Family Impact Fund | Founding Director | Since 2018 | Founding governance member |
| Adam R. Scripps Foundation | Charter member, charitable advisory board | Not disclosed (active) | Advisory capacity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Miramar Services, Inc. | Director; Chair of Vision Statement | Since 2019 | Provides administrative services to certain Scripps family members; entity referenced in beneficial ownership footnotes |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Nominating & Governance Committee member |
| Committee chair roles | None disclosed |
| Independence status | Board determined all directors other than the CEO are independent under Nasdaq standards; all members of Nominating & Governance, Audit, and Compensation committees are independent |
| Attendance (2024) | All directors attended all Board and committee meetings in 2024; Board held 4 regular meetings; Nominating & Governance held 4 meetings |
| Executive sessions | Non-management directors held executive sessions at each Board meeting in 2024 |
| Controlled company status | Scripps Family Agreement signatories hold a majority of Common Voting Shares, qualifying SSP as a “controlled company”; company states it is not relying on the Nasdaq controlled company exemptions |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Awards ($, grant date fair value) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 90,000 | 182,374 | 272,374 | Standard director retainer is $80,000; non-chair committee member retainer is $10,000 (consistent with N&G membership). 2024 equity grant shown as $182,374 grant-date FV; program design targets $150,000 RSU at annual meeting |
Performance Compensation (Director)
| Award Type | 2024 Grant Value (Program) | 2024 Reported Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Share Units (RSUs) | 150,000 | 182,374 | Paid on the earlier of first anniversary of grant, termination of Board service, or change in control; subject to forfeiture for cause | None (time-based only) |
Director equity is time-based (no performance metrics), aligning directors with shareholders without incentivizing short-term operational targets .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None disclosed for Ms. Holcomb |
| Private/non-profit boards | Miramar Services, Inc. (Director; Chair, Vision Statement; since 2019); Scripps Family Impact Fund (Founding Director; since 2018); Adam R. Scripps Foundation (Charter advisory board) |
| Familial interlocks | Signatory to Scripps Family Agreement; cousin to directors C. L. Barmonde and R. H. Granado, Jr. |
| Voting group | Scripps Family Agreement signatories controlled 93.3% of Common Voting Shares as of 1/31/2025; they pre-approved 2025 director nominees and key proposals at the family meeting (votes cast accordingly) |
Expertise & Qualifications
- Background: Private investor and philanthropist; governance roles with Scripps family philanthropic entities; director of Miramar Services .
- Board contribution: Company cites Scripps family members (including Ms. Holcomb) as bringing institutional knowledge and a thorough understanding of the Company’s history and vision .
Equity Ownership
| Holding (as of 1/31/2025 unless noted) | Amount | Notes |
|---|---|---|
| Class A Common Shares | 33,190 | Beneficial ownership; <1% of class |
| Common Voting Shares | 47,612 | Part of Scripps family controlled voting block |
| Outstanding Director RSUs | 40,983 | Aggregate number of RSUs outstanding as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors, officers, key employees | |
| Director stock ownership guideline | 3x annual cash retainer; target 127,660 shares (based on $1.88 price on 1/31/2025) | |
| Status vs. guideline | Actual ownership 74,173; compliance deadline May 1, 2028 |
Governance Assessment
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Strengths
- Independence determination and committee composition: Board classifies all non-CEO directors as independent; Nominating & Governance committee composed of independent directors; Ms. Holcomb fully attended Board and committee meetings in 2024 .
- Alignment mechanisms: Mandatory prohibitions on hedging/pledging; director equity grants; director stock ownership guidelines with a defined compliance runway (Ms. Holcomb is progressing toward the 3x guideline by May 1, 2028) .
- Board process and controls: Regular executive sessions; structured committee charters; quarterly ethics oversight to Nominating & Governance .
- Related party oversight: No related party transactions in 2024 per audit committee policy .
-
Risks and potential conflicts (RED FLAGS highlighted)
- RED FLAG – Controlled governance: The Scripps Family Agreement controls 93.3% of Common Voting Shares and pre-determines voting outcomes; Ms. Holcomb is a signatory and a family member, raising potential perceived conflicts despite the Board’s independence determination and the company’s choice not to rely on the controlled company exemptions .
- Related-party proximity: Ms. Holcomb serves on Miramar Services, Inc., which provides administrative services to certain Scripps family members (beneficial ownership footnotes); while no related-party transaction was recorded in 2024, the affiliation increases sensitivity to perceived conflicts and warrants ongoing audit committee oversight .
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Director pay and incentives
- Cash/equity mix appropriate for alignment: 2024 cash fees of $90,000 and equity RSUs valued at $182,374 (grant-date FV) indicate a majority equity mix, consistent with long-term alignment; RSUs are time-based, limiting pay-for-performance signaling at the director level (by design) .
-
Shareholder oversight indicators
- “Say-on-pay” support remains strong among Common Voting Shareholders, per company disclosure (qualitative); family voting control materially influences outcomes .
Notes and Additional References
- Attendance and committee service: All directors attended all Board and committee meetings in 2024; Ms. Holcomb serves on the Nominating & Governance Committee .
- Section 16 compliance: The company reports timely compliance by directors and officers for 2024 .