Alex Tolston
TEGNAAbout Alex Tolston
Alex J. Tolston is Senior Vice President and Chief Legal Officer of TEGNA Inc., appointed October 21, 2024; age 44. He oversees all legal functions across corporate governance, content and distribution, regulatory, compliance, M&A, capital markets, and litigation . Previously, he served as EVP, Chief Legal Officer and Corporate Secretary of Hemisphere Media Group (2013–2022) . Company performance context: in 2024 TEGNA’s total shareholder return (TSR) value of a fixed $100 investment was $123.15 versus $87.01 for its peer group, with net income of $599,818 thousand and Adjusted EBITDA of $931,472 thousand .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hemisphere Media Group, Inc. | EVP, Chief Legal Officer & Corporate Secretary | 2013–2022 | Led legal across governance, content/distribution, regulatory, and transactions |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
| Component | 2024 | 2025 Policy/Notes |
|---|---|---|
| Base salary | $500,000 annual rate (prorated salary paid $100,000 in 2024) | Offer letter base rate continues unless changed |
| Target annual bonus % | 85% of salary (prorated at target per offer letter) | Annual bonuses determined holistically vs financial and strategic goals; capped at 200% of target |
| Actual bonus paid | $83,836 for 2024 (prorated at target) | |
| Equity grant (grant date; type; number; fair value) | 12/2/2024; RSUs; 27,887 units; $500,000 grant date fair value | |
| Perquisites/Other comp | 401(k) match $1,538 included in “All Other Compensation” ($145,125 total) |
Performance Compensation
| Metric | Weighting | Target setting | Payout curve | Vesting mechanics |
|---|---|---|---|---|
| Adjusted EBITDA | 2/3 | Two-year aggregate vs Board-approved annual budgets | Threshold 65% at 80% of target; Target 100%; Max 200% at 110%+ of target (linear interpolation) | Earned PSUs pay after 3-year service period; double-trigger acceleration on change-in-control or if awards not assumed |
| Free Cash Flow as % of Revenue | 1/3 | Two-year aggregate vs targeted FCF% of revenue; subject to working capital “$20M collar” | Threshold/Target/Max as above | Same as above |
Notes:
- In 2024, Tolston’s initial equity was RSUs only; for ongoing grants, “other NEOs” (non-CEO) receive a mix of 55% performance shares and 45% RSUs, indicating future PSU participation for Tolston beginning 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned | 3,942; less than 1% of class (indicated by “*”) |
| Unvested equity outstanding | 27,887 RSUs granted 12/2/2024 |
| Vesting cadence | RSUs vest ratably over four years; shares delivered in four equal annual installments beginning 2/28/2025 (subject to standard terms) |
| Stock ownership guideline | 1x base salary for Tolston; executives must hold after-tax shares until guideline met |
| Guideline compliance | All current NEOs exceed minimum ownership guidelines |
| Hedging/pledging | Prohibited by policy; none of the directors/executives’ shares are pledged |
| Clawback | Applies to restatements and misconduct, covering current and former executive officers |
Employment Terms
- Appointment and role: SVP & Chief Legal Officer, effective October 21, 2024 .
- Offer letter economics: base salary $500,000; prorated 2024 bonus at 85% target; initial $500,000 RSU award; target long-term incentive opportunity equal to 200% of salary beginning 2025 .
- Annual bonus design: holistic evaluation across revenue, operating income, net income, EPS, Adjusted EBITDA, EBITDA margin, subscription revenue, and FCF as % revenue; 2024 company performance ended below expectations, but Tolston’s bonus was per offer letter (prorated at target) .
- Long-term incentives: PSU metrics as above; payout capped at 200%; dividends not paid on unearned awards; RSUs vest ratably over 4 years .
- Change-in-control severance: Participant in TEGNA 2015 CIC Severance Plan; double-trigger; multiplier for Tolston is 2.0 (severance formula determined by plan; shareholder approval required for any new severance >2.99x salary + target bonus); estimated incremental COBRA benefit $43,159 under CIC plan .
- General severance plan: TEGNA Executive Severance Plan (TESP) may provide payments for certain involuntary terminations; amounts determined by plan .
- Pension/Deferred: Tolston does not participate in TRP/SERP; no company DCP contribution disclosed for 2024 .
- Insider trading policy: blackouts, pre-clearance and reporting; anti-hedging and anti-pledging enforced .
Investment Implications
- Alignment and retention: Offer letter set clear 2025 LTI target at 200% of salary with future PSU participation; RSU four-year ratable vesting and stock ownership guidelines support retention and long-term alignment; anti-hedging/pledging and clawback mitigate governance risk .
- Change-in-control economics: Tolston’s CIC multiplier at 2.0 with double-trigger equity treatment means moderate severance sensitivity; equity accelerates only on qualifying termination or if awards aren’t assumed, reducing windfall risk .
- Selling pressure: Ratable RSU vesting starting 2/28/2025 creates predictable liquidity events; current disclosed ownership of 3,942 shares and prohibition on pledging/hedging suggests limited near-term forced selling risk .
- Pay-for-performance: Future PSUs tied to Adjusted EBITDA and FCF% of revenue are levered to TEGNA’s core cash generation; management targets are described as challenging with capped payouts, supporting disciplined capital allocation signaling .
- Shareholder sentiment: Strong say‑on‑pay approval (89.7% in 2024) and transparent governance practices should support investor confidence in compensation oversight, including Tolston’s package .