Howard D. Elias
TEGNAAbout Howard D. Elias
Howard D. Elias, age 67, is TEGNA’s independent Board Chair (since April 2018) and a director since 2008. He retired in 2023 as President, Services and Digital, Dell Technologies, and serves as Senior Advisor at Bridge Growth Partners (since September 2024). His credentials emphasize operational leadership in cloud computing, corporate development, M&A integration, global customer support, and supply chain, aligning with TEGNA’s transformation and technology focus . All incumbent directors attended at least 94% of Board and committee meetings in 2024; the Board met eight times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies | President, Services and Digital | 2016–2023 (retired 2023) | Led services and digital; comprehensive global IT management |
| EMC Corporation | President & COO, Global Enterprise Services | Jan 2013–Sep 2016 | Oversaw enterprise services |
| EMC Corporation | President & COO, Information Infrastructure and Cloud Services | Sep 2009–Jan 2013 | Led cloud/infrastructure services |
| EMC Corporation | Led EMC–Dell integration planning | Oct 2015–Sep 2016 | Directed integration plans for Dell transaction |
| EMC Corporation | President, Global Services & Resource Management Software Group; EVP | Sep 2007–Sep 2009 | Global services and software leadership |
| EMC Corporation | EVP, Global Marketing & Corporate Development | Oct 2003–Sep 2007 | Corporate development and marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bridge Growth Partners | Senior Advisor | Since Sep 2024 | Private equity advisor role |
Board Governance
- Independence and leadership: Independent Board Chair; separates Chair and CEO roles for oversight; frequent executive sessions of independent directors .
- Committee assignments: Executive Committee (Chair); Governance, Public Policy & Corporate Responsibility (member). Not on Audit or LDCC .
- Attendance and cadence: Board met 8 times in 2024; incumbents’ attendance ≥94%; each standing committee met 4 times in 2024 .
- Governance policies: Majority voting with resignation policy; proxy access; no poison pill; shareholder right to call special meetings; robust risk oversight across committees .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual director cash retainer | 100,000 | All directors |
| Independent Board Chair additional retainer | 150,000 | For Board Chair |
| Committee chair retainers — Audit / GPPCR / LDCC | 30,000 / 20,000 / 20,000 | Not applicable to Elias in 2024 (he did not chair Audit, GPPCR, LDCC) |
| Annual equity grant (RSUs) | 150,000 | Directors; first day of director year |
| Elias 2024 cash fees earned | 291,667 | As reported; includes role-based retainers |
| Elias 2024 stock awards (grant-date fair value) | 150,000 | RSUs; ASC 718 value |
| Elias 2024 other compensation | 10,000 | Charitable match via TEGNA Foundation (program paused for 2025) |
| Total (Elias 2024) | 451,667 | Sum of reported components |
Additional mechanics for directors:
- RSU vesting and payment: RSUs vest 1/4 per quarter; paid after first anniversary of grant; dividend equivalents if deferred; automatic vesting upon change in control; forfeiture if leaving for other reasons .
- Deferrals: Directors could elect to defer cash/equity via DCP; future deferrals eliminated effective Dec 1, 2024 .
Performance Compensation
| Component | Grant Value ($) | Vesting | Performance Metrics |
|---|---|---|---|
| Director RSUs (Elias 2024) | 150,000 | Time-based; 1/4 per quarter; paid after one year; CIC double-trigger vesting applies if awards not continued/assumed | None (director RSUs are time-based; no revenue/EBITDA/TSR metrics) |
Other Directorships & Interlocks
- No current public-company directorships disclosed in Elias’s biography; no compensation committee interlocks and no related person transactions during the last fiscal year .
Expertise & Qualifications
- Extensive operational, managerial, and leadership experience in cloud computing, supply chain management, marketing, corporate development, global customer support; M&A oversight, new business development/incubation, acquisition integration; comprehensive global IT management experience .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (SEC rules) | 26,098 | Less than 1% of class; none pledged |
| Share investment (incl. DCP positions vesting within 60 days) | 140,218 | Includes DCP shares; not deemed “beneficially owned” under SEC rules |
| Outstanding director equity awards at FYE — RSUs | Vested 123,496 | As of Dec 31, 2024 |
| Outstanding director equity awards at FYE — RSUs | Unvested 5,588 | As of Dec 31, 2024 |
| Director stock ownership guideline | 3x cash retainer | All non-employee directors except Dunleavy and West met guideline; Elias met |
| Hedging/pledging policy | Hedging and pledging prohibited | Company policy; no waivers of Ethics Policy |
Governance Assessment
- Board effectiveness and engagement: As independent Board Chair and Executive Committee Chair, Elias presides over executive sessions, reviews agendas/materials with CEO, and serves as liaison between non-management directors and CEO, supporting oversight and strategic focus .
- Independence, attendance, and committee work: Independent; served on GPPCR; incumbents’ attendance ≥94% in 2024; robust committee cadence (4 meetings each) .
- Alignment and incentives: Director pay structure mixes cash retainers (role-based) with time-based RSUs; ownership guideline met; hedging/pledging prohibited; none of directors’ holdings pledged, supporting alignment with shareholders .
- Conflicts and related-party exposure: Company disclosed no related person transactions since Jan 1, 2024; no committee interlocks; Ethics Policy has had no waivers, with hotline and oversight mechanisms in place .
- Investor confidence signals: 2024 Say-on-Pay support was 89.7%, indicating broad shareholder approval of compensation governance for executives; while not specific to director pay, it reflects confidence in the LDCC’s practices Elias oversees as Board Chair .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, attendance shortfalls, or option repricing in the director program .