Catherine Dunleavy
TEGNAAbout Catherine Dunleavy
Catherine Dunleavy, age 55, has served as an independent director of TEGNA since 2024. She is currently COO and CFO of Olaplex (since August 2024), and the TEGNA Board has designated her an Audit Committee Financial Expert; she serves on the Audit Committee. Background includes senior roles at Away (President; earlier CFO), Nike (VP & CFO Global Operations/Technology; VP Strategic Investments), NBCUniversal (CFO Cable Entertainment; EVP Content Distribution), and General Electric (Manufacturing Management Program; Corporate Audit Staff) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olaplex Holdings, Inc. | Chief Operating Officer and Chief Financial Officer | Aug 2024–present | Operations, finance leadership |
| Away (JRSK, Inc.) | President (joined as CFO) | CFO in 2020; later President (dates not specified) | Scaling consumer brand; financial leadership |
| Nike, Inc. | VP & CFO, Global Operations, Technology; VP, Strategic Investments | 2017–2020 | Digital transformation, supply chain |
| NBCUniversal | CFO, Cable Entertainment Group; EVP, Content Distribution | 2001–2017 | Content distribution oversight |
| General Electric | Manufacturing Management Program; Corporate Audit Staff | Began 1993; 5 years rotational assignments | Financial discipline, multi-business exposure |
External Roles
| Organization | Position | Tenure | Notes |
|---|---|---|---|
| TEGNA Inc. | Independent Director | 2024–present | Audit Committee member |
| Olaplex Holdings, Inc. | COO & CFO | 2024–present | Executive role (not a directorship) |
| Selina Hospitality PLC | Independent Director | Appointed in 2022; service through 2023 | Public company board; appointment announced with five independents |
Board Governance
- Committee assignments: Audit Committee (member); Board designated her as an Audit Committee Financial Expert and independent under NYSE rules .
- Board and committee meetings: Audit Committee held 4 meetings in 2024; the full Board held 8 meetings, and each incumbent director attended at least 94% of Board/committee meetings during their service in 2024 .
- Independence: Listed as “Independent” in the Proxy’s Director Nominee snapshot .
- Stock ownership guidelines: Directors are expected to hold TEGNA shares worth at least 3x the cash retainer; as of the 2025 Proxy, all non-employee directors except Ms. Dunleavy and Mr. West (both joined in 2024) had met the guideline (new-director gap) .
- Compensation committee consultant: Meridian Compensation Partners retained; the Committee determined Meridian is independent .
- Related party transactions/interlocks: No related-person transactions since Jan 1, 2024; no compensation committee interlocks .
Fixed Compensation
TEGNA Director Compensation Program (2024 director compensation year):
| Component | 2024–2025 Board Year | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | May be deferred under DCP; election changes eliminated effective Dec 1, 2024 |
| Additional independent Board Chair retainer | $150,000 | Applies to Chair |
| Committee Chair retainers | Audit: $30,000; GPPCR: $20,000; LDCC: $20,000 | |
| Annual equity grant (RSUs) | $150,000 | Granted day one of the director compensation year |
| RSU vesting/payout | Vests 25% per quarter; paid at first anniversary of grant date (unless deferred into DCP) | Subject to stock ownership guidelines; dividend equivalent rights if deferred |
| Change-in-control RSU treatment | RSUs fully vest upon change in control (if awards not continued/assumed); otherwise double-trigger vesting for executives (directors’ RSUs vest on change in control) | |
| Forfeiture | Unvested RSUs forfeited if director leaves for reasons other than age-limit retirement, death, or disability | |
| TEGNA Foundation match | Up to $10,000 (2024 only; program paused as of Dec 31, 2024) | Not available in 2025 |
Catherine Dunleavy – FY 2024 Director Compensation:
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $33,333 |
| Stock Awards ($) | $112,500 |
| All Other Compensation ($) | $5,400 (Foundation match) |
| Total ($) | $151,233 |
| Appointment timing | Effective July 1, 2024 (partial-year explains pro-rated amounts) |
Performance Compensation
Director equity terms are time-based RSUs (no director PSUs or option awards). The Company does not currently grant stock options or option-like awards in its compensation program; director RSUs vest quarterly and align with ownership guidelines (hold-until-met) .
| Performance Element | Applies to Directors? | Details |
|---|---|---|
| PSUs tied to revenue/EBITDA/TSR | No | Directors receive RSUs; NEOs have PSUs and RSUs; Company emphasizes pay-for-performance for NEOs |
| RSU vesting | Yes | 25% per quarter; payout at first anniversary; dividend equivalents if deferred |
| Hedging/pledging restrictions | Yes | Directors prohibited from hedging, short-selling, purchasing on margin, borrowing against accounts holding company stock, or pledging company shares |
| Clawback/recoupment policy | Executive focus | Executive clawback adopted compliant with NYSE/SEC; broader recoupment policy for misconduct; director compensation subject to governance policies |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other current public boards | None disclosed besides TEGNA; executive role at Olaplex (COO/CFO) |
| Prior public company boards | Selina Hospitality PLC (independent director; announced in 2022; service through 2023) |
| Compensation committee interlocks | None (Company disclosure) |
| Related party transactions | None since Jan 1, 2024 |
Expertise & Qualifications
- Audit committee financial expert; independent director .
- Media/content distribution, operations/finance: NBCUniversal EVP Content Distribution and CFO Cable Entertainment; Nike strategic investments, operations/technology finance; Olaplex operations/finance leadership; Away President .
- Education: Undergraduate (University of Kentucky); Graduate (University of Tennessee) .
Equity Ownership
Director ownership and awards:
| Metric | FY 2024 / Event |
|---|---|
| Share investment (proxy table) | 8,280 shares |
| RSU awards outstanding at FY-end | Vested 2,724 / Unvested 5,447 RSUs |
| Ownership guideline status | Not yet met (new director; guideline = 3x cash retainer) |
Form 4 insider transactions (TGNA):
| Transaction Date | Filing Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2024-07-01 | 2024-07-10 | Form 3 (initial) | — | — | — | 0 | |
| 2024-07-01 | 2024-08-19 | Form 3/A | Common | — | — | 14 | |
| 2024-07-01 | 2024-08-19 | S (Sale) | Common | 14.00 | $14.02 | 0 | |
| 2024-08-06 | 2024-08-19 | L (Small acq.) | Common | 15.67 | $14.69 | 15.67 | |
| 2024-08-15 | 2024-08-19 | S (Sale) | Common | 15.67 | $13.60 | 0 | |
| 2024-09-01 | 2024-09-04 | A (Award) | RSUs | 8,106 | — | 8,106 RSUs | |
| 2025-05-01 | 2025-05-05 | M (Exempt conversion) | Common | 8,280.83 | — | 8,280.83 common | |
| 2025-05-01 | 2025-05-05 | M (Exempt, disposition) | RSUs | 8,280.83 | — | 0 RSUs | |
| 2025-05-21 | 2025-05-23 | A (Award) | RSUs | 8,961 | — | 8,961 RSUs |
Policy signals:
- Hedging/short-selling/pledging prohibited for directors and officers; pre-clearance and blackout procedures apply .
- Stock ownership guidelines enforced; hold-until-guideline met for shares received as compensation .
Governance Assessment
- Strengths: Independence and Audit Committee Financial Expert designation bolster oversight of reporting and controls; strong Board/committee attendance; Meridian’s independence reviewed; robust ethics, anti-hedging/anti-pledging and clawback framework; majority voting and director resignation policy .
- Alignment: Director equity via RSUs vests quarterly and is subject to ownership guidelines; Dunleavy’s share investment and RSU awards indicate growing alignment; new-director status explains guideline shortfall .
- Potential flags: Not yet meeting stock ownership guideline (new appointee in 2024); monitor time to compliance. No related-party transactions disclosed; no hedging/pledging allowed reduces alignment risk .
- Shareholder sentiment: 2024 Say-on-Pay support of 89.7% indicates broad investor approval of compensation practices; governance program emphasizes performance alignment and risk controls .
Note: Board committee counts (Audit/GPPCR/LDCC each held 4 meetings in 2024); Dunleavy is shown solely on Audit in the 2025 Proxy’s nominee snapshot and committee rosters .