Gina L. Bianchini
TEGNAAbout Gina L. Bianchini
Independent director of TEGNA Inc. since 2018; age 52. Founder and CEO of Mighty Networks (since September 2010); previously CEO of Ning, Inc. (2004–March 2010). Currently serves on TEGNA’s Audit Committee and Leadership Development & Compensation Committee (LDCC). The Board classifies her as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mighty Networks (formerly Mighty Software, Inc.) | Founder & Chief Executive Officer | September 2010–present | Digital media/community platform leadership; investor relations and M&A oversight noted by TGNA as rationale for nomination |
| Ning, Inc. | Chief Executive Officer | 2004–March 2010 | Led social/community platform; digital/media operating expertise cited by TGNA |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Scripps Networks Interactive, Inc. | Director | Through 2018 | Prior public company board experience |
| Empower Ltd. | Director | Until July 2021 | Prior SPAC board; succeeded by Holley Inc. post-business combination |
| Holley Inc. | Director | Until May 2022 | Prior public company board experience |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director |
| TGNA Board committees | Audit; Leadership Development & Compensation (LDCC) |
| Committee chair roles | None (Audit chair: Stuart J. Epstein; LDCC chair: Scott K. McCune) |
| Audit Committee financial expert designation | Not designated; Board designated Stuart J. Epstein and Catherine Dunleavy as “audit committee financial experts” |
| Board meetings in 2024 | 8 meetings; each incumbent director attended at least 94% of Board and committee meetings during their service period |
| Committee meetings in 2024 | Audit: 4; LDCC: 4 |
| Annual meeting attendance | All directors then serving virtually attended the 2024 annual meeting |
| Executive sessions | Frequent meetings of independent directors in executive session; independent Board Chair |
Fixed Compensation
Director compensation structure (Board year 2024–2025):
- Annual cash retainer: $100,000; Chair retainers: Audit $30,000; GPPCR $20,000; LDCC $20,000
- Annual equity grant: $150,000 in RSUs (1/4 vest per quarter; paid on first anniversary unless deferred)
- Deferral: Directors could defer cash/RSUs into the DCP; new deferrals eliminated effective December 1, 2024
2024 non-employee director compensation (fiscal year):
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Gina L. Bianchini | 116,667 | 150,000 | 0 | 266,667 |
Performance Compensation
Outstanding director equity at FY-end (12/31/2024):
| Name | Restricted Stock/RSUs Vested (#) | Restricted Stock/RSUs Unvested (#) |
|---|---|---|
| Gina L. Bianchini | 20,887 | 5,588 |
Director equity vesting and terms:
- RSU vesting: 1/4 of shares vest each quarter after grant; dividends/dividend equivalents accrue; paid on first anniversary unless deferred; unvested RSUs forfeited upon other departures
- Retirement/death/disability: RSUs fully vest if a director retires under by-law age limits or departs due to death/disability
- Change in control: Director RSUs automatically vest upon a change in control
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | None disclosed beyond TEGNA |
| Prior public company boards | Scripps Networks Interactive (through 2018); Empower Ltd. (until July 2021); Holley Inc. (until May 2022) |
| Compensation committee interlocks | TGNA reports no compensation committee interlocks and no related-person transactions since Jan 1, 2024 |
Expertise & Qualifications
- Digital media and community platform expertise; deep knowledge of social media/community building
- Experience overseeing acquisitions, equity investments, and investor relations; significant start-up experience
Equity Ownership
Beneficial ownership (as of Record Date March 24, 2025):
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Gina L. Bianchini | 51,032 | <1% |
Additional ownership disclosures:
- RSUs included in footnote (payable if director leaves Board prior to May 1, 2025): 8,495 for Ms. Bianchini
- Investment position including DCP shares (includes vested units held in the DCP; not “beneficial” under SEC rules): 66,537 for Ms. Bianchini
- Pledging/hedging: None of the directors’ or executives’ shares are pledged; hedging and pledging of TEGNA securities by employees and directors is prohibited
- Stock ownership guideline: Directors encouraged to hold shares ≥3x cash retainer; all non-employee directors other than 2024 appointees (Dunleavy, West) have met the guideline (Ms. Bianchini is in compliance)
Governance Assessment
- Board effectiveness and independence: Independent director since 2018 with roles on Audit and LDCC; Board reports high attendance (≥94%) for incumbents, frequent independent executive sessions, and an independent Chair—supportive of oversight quality .
- Compensation/ownership alignment: Standard, market-based director program (cash retainer + $150k RSUs), quarterly vesting, and robust ownership guideline; Ms. Bianchini received $116,667 cash and $150,000 RSUs in 2024 and meets ownership guidelines .
- Conflicts/related-party risk: Company discloses no related-person transactions since Jan 1, 2024; anti-hedging/pledging policy in place; no compensation committee interlocks; Meridian serves as independent compensation consultant to LDCC—all supportive of governance hygiene .
- Investor sentiment signals: 2024 Say-on-Pay support of 89.7% suggests broad shareholder support for compensation governance (contextual to executive pay, but positive for overall oversight) .