Henry W. McGee

About Henry W. McGee

Independent director at TEGNA; Senior Lecturer at Harvard Business School since July 2013; former President, HBO Home Entertainment (1995–March 2013) . Age 72; TEGNA director since 2015; current roles include Audit Committee member, Executive Committee member, and Chair of the Governance, Public Policy and Corporate Responsibility (GPPCR) Committee . The Board reports strong attendance in 2024 (each incumbent ≥94%) and 2023 (overall ≥88%) and regular executive sessions of independent directors, indicating high engagement .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit member; Executive Committee member; Chair, GPPCR (oversees board composition, governance, ethics policy, data privacy/public policy, and CSR/sustainability) .
• Committee meeting cadence (2024): Audit (4), GPPCR (4), LDCC (4) .
• Independence: McGee is an independent director; 9 of 10 nominees in 2025 are independent; all standing committees are independent .
• Attendance and engagement: 2024 Board held eight meetings; each incumbent director attended ≥94% of Board/committee meetings; all directors attended the 2024 annual meeting; frequent independent executive sessions without officers .
• Mandatory retirement policy: Non-executive directors retire at 73 unless extended by Board; McGee is 72, implying near-term refresh trigger .

Fixed Compensation

Program details for directors (2024–2025): Annual cash retainer $100,000; committee chair retainers—Audit $30,000, GPPCR $20,000, LDCC $20,000; independent Board Chair additional $150,000; annual equity grant $150,000 RSUs; optional DCP deferrals; RSUs vest quarterly and pay on first anniversary; automatic vesting at change in control; guidelines require shares valued at ≥3x cash retainer .

Performance Compensation

Notes: McGee elected to defer all RSU payments under the Deferred Compensation Plan (DCP) in 2023–2024 and 2024–2025, aligning incentives with long-term stock performance . TEGNA director equity is time-based RSUs; no director performance metrics are applied to equity grants; performance metrics in CD&A apply to executives, not directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Media operations, leadership and management; new business planning, marketing, wholesale distribution; technology use in distribution and international markets; corporate governance/accountability; recognized by NACD Directorship 100 and Savoy Magazine for board influence .
• Skills matrix shows broad coverage across leadership, media, operational, public company board experience .

Equity Ownership

Governance Assessment

• Strengths: Independent director; chairs GPPCR, the locus for governance, ethics, privacy and CSR oversight; consistent high Board/committee attendance; adheres to anti-hedging/anti-pledging policies; no related-party transactions; RSU deferrals demonstrate long-term alignment; stock ownership guidelines met .
• Potential concerns/RED FLAGS: Mandatory retirement age 73 suggests imminent refresh decision; direct beneficial ownership is modest versus DCP holdings, though guidelines are met and RSU/DCP exposure is substantial .
• Shareholder sentiment signals: Say-on-pay received 89.7% approval in 2024 and 94.7% in 2023, supporting compensation governance; independent chair and frequent executive sessions enhance oversight .

Related policies limiting conflicts: Anti-hedging and anti-pledging for directors; clawback applies to executive officers; shareholder approval required for any new executive cash severance arrangements above 2.99x base + target bonus; RSUs auto-vest for directors upon change-in-control .

Committee Assignments and Leadership Detail

Director Compensation Table (FY 2024)

Say-on-Pay & Shareholder Feedback

• Say-on-Pay approval: 89.7% at 2024 Annual Meeting; 94.7% at 2023 Annual Meeting .
• Board engagement and responsiveness: Year-round engagement including independent directors; adoption of special meeting right (25% holders, one-year holding); executive officer cash severance policy introduced in 2023 after investor input .

Independence, Attendance, and Engagement

• Independence: Listed as independent; majority independent Board and committees .
• Attendance: Each incumbent director attended ≥94% of meetings in 2024; all attended annual meeting; frequent independent-only sessions .

Potential Conflicts or Related-Party Exposure

• No compensation committee interlocks and no related-person transactions in 2024; directors’ and executives’ shares are not pledged; hedging and pledging are prohibited .

Compensation Structure Analysis

• Mix: Balanced cash retainer + RSUs; RSUs vest quarterly (time-based) indicating moderate risk profile for directors; no meeting fees; chair fees applied for committee leadership; DCP allows deferral into a TEGNA stock fund, reinforcing alignment .
• Change-in-control terms: Director RSUs auto-vest, enhancing retention but could be viewed as generous; however, no tax gross-ups and broader governance policies are shareholder-friendly .

Expertise & Qualifications

• Media industry operations and distribution; corporate governance and accountability; marketing and technology adoption; recognized boardroom influence (Savoy, NACD Directorship 100) .

Equity Ownership Alignment

• Combination of beneficial shares, large RSU vesting base, and DCP deferrals provide meaningful exposure to TEGNA’s equity; compliance with ownership guidelines supports “skin-in-the-game” .