Nishat A. Mehta
E.W. SCRIPPSAbout Nishat A. Mehta
Independent director of The E.W. Scripps Company (SSP) since 2024; age 49; currently Chief Executive Officer of Lexitas (effective January 2025; previously COO & President from March–December 2024) . Background spans media, data/analytics, and product leadership (Circana; dunnhumby/84.51°), with governance roles at the Advertising Research Foundation (ARF) and Sports Innovation Lab . Upon his change in principal employment, Mehta proactively offered to resign per company governance principles; the Nominating & Governance Committee and Board determined the change would not negatively impact his service and did not accept the resignation . The Board reports all directors attended 100% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lexitas | Chief Executive Officer | Jan 2025–present | Offered resignation to SSP Board upon role change; Board declined, citing no negative impact . |
| Lexitas | Chief Operating Officer & President | Mar 2024–Dec 2024 | — |
| Circana | President, Global Products & Solutions | 2020–2023 | — |
| Circana | President, Media | 2017–2020 | — |
| dunnhumby Ltd/84.51° | EVP, Customer Communications; EVP, Global Partnerships | 2012–2017 | — |
External Roles
| Organization | Role | Since |
|---|---|---|
| Advertising Research Foundation (ARF) | Chair, Treasurer and Trustee | 2017 |
| Sports Innovation Lab | Board Member | 2023 |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than the CEO are independent under Nasdaq standards; all Audit, Compensation & Talent Management, and Nominating & Governance members are independent . |
| Committee Assignments | Audit Committee member (Kim Williams, Chair; members John W. Hayden and Nishat A. Mehta) . |
| Attendance | 100% attendance at Board and committee meetings in 2024 . |
| Executive Sessions | Non-management directors met in executive session at each Board meeting . |
| Board Chair | Kim Williams, Independent Chair (since May 2021) . |
| Controlled Company Status | SSP qualifies as a “controlled company” under Nasdaq but is not relying on the exemption; committees are fully independent . |
| Director Since / Age | Director since 2024; age 49 . |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $42,500 | Mehta’s 2024 director cash compensation . |
| Annual Director Cash Retainer (program) | $80,000 | Standard annual retainer for non-employee directors . |
| Audit Committee Member Retainer (non-chair) | $10,000 | Annual retainer per non-chair committee membership . |
| Audit Committee Chair Retainer | $26,000 | Chair fee (for reference; Mehta is a member, not chair) . |
| Board Chair Retainer | $120,000 | Independent Chair retainer (reference) . |
| Executive Committee Chair Fee | $3,000 | Payable only if committee meets; the Chair waived the fee in 2024 . |
Performance Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| 2024 Stock Awards (Grant-Date Fair Value) | $182,374 | Reported grant-date fair value of Mehta’s 2024 director RSU award . |
| 2024 Annual Director Equity Grant (program) | $150,000 | RSU awards granted to non-employee directors in May 2024, paid on the earlier of first anniversary, service end, or change in control . |
| Performance Metrics | Not applicable | Director RSUs are time-based; no performance metrics apply . |
| Clawback/Forfeiture | Detrimental activity forfeiture; awards subject to Company compensation recovery policies | Plan-level clawback/forfeiture terms apply . |
| Dividends on Unvested Awards | Not paid unless vested | No dividend equivalents on options/SARs; deferred until vesting on other awards . |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Advertising Research Foundation (ARF) | Non-profit | Chair, Treasurer and Trustee | No related-party transactions disclosed by SSP for 2024 . |
| Sports Innovation Lab | Private | Board Member | No related-party transactions disclosed by SSP for 2024 . |
| Public company boards | — | None disclosed | None disclosed in proxy . |
Expertise & Qualifications
- Media, advertising and data/analytics leadership (Circana media/products; dunnhumby/84.51° customer analytics), aligned with SSP’s advertising-driven businesses .
- Audit Committee member; the designated audit committee financial expert is Kim Williams (Chair) .
- Governance engagement evidenced by resignation offer upon external CEO appointment, reviewed and declined by the Board .
Equity Ownership
| Metric | Amount |
|---|---|
| Class A Common Shares Beneficially Owned (as of Jan 31, 2025) | — (less than 1%) |
| RSUs Outstanding (Director equity) | 40,983 units |
| Director Stock Ownership Guideline | 3x annual cash retainer; Mehta target shares 127,660 (based on $1.88 price as of 1/31/2025) |
| Actual Shares Counted Toward Guideline (as of 1/31/2025) | 40,983 |
| Deadline to Meet Guideline | May 6, 2029 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Shares Pledged | None of the shares listed for any officer or director are pledged |
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Delinquent Section 16(a) Reports (2024) | None; all executive officers, directors and 10% holders complied timely in 2024 . |
Related Party Transactions
- Policy requires Audit Committee approval and arm’s-length terms for related party transactions; none in 2024 .
- Scripps Family Agreement governs voting of Common Voting Shares by family signatories; Mehta is not identified among family signatories, and no Mehta-related transactions are disclosed .
Governance Assessment
- Strengths
- Independent director serving on the Audit Committee; Board and key committees composed of independent directors despite “controlled company” eligibility; SSP is not relying on the exemption .
- 100% meeting attendance in 2024 indicates strong engagement .
- Proactive governance posture: resignation offered upon assuming external CEO role; Board concluded no adverse impact .
- No related-party transactions in 2024; hedging/pledging prohibited .
- Watchpoints
- Early tenure (director since 2024) means limited on-board track record to date .
- Ownership alignment is in progress: as of 1/31/2025, 40,983 shares counted vs a 127,660-share guideline target; compliance window extends to 2029 .
- Audit Committee effectiveness will be an area to monitor as Mehta balances external CEO duties with committee oversight responsibilities .
Engagement signals: All directors attended the 2024 annual meeting; continuing education supported; executive sessions held each quarter, enhancing independent oversight .