Melinda C. Witmer
TEGNAAbout Melinda C. Witmer
Independent director at TEGNA Inc. since 2017; age 63. Founder and CEO of Look Left Media (since 2018) with deep media and telecommunications programming expertise, including senior executive roles at Time Warner Cable and legal leadership at HBO . She currently serves on TEGNA’s Audit and Leadership Development & Compensation Committees and is classified as independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Look Left Media | Founder & CEO | 2018–present | Strategic advisory in media, sports, and real estate |
| Time Warner Cable | EVP, Chief Video & Content Officer | Jan 2012–May 2016 (acquired by Charter) | Led video/content strategy; major content negotiations |
| Time Warner Cable | EVP, Chief Programming Officer | Jan 2007–Dec 2011 | Negotiated distribution agreements; retransmission consent expertise |
| Time Warner Cable | Multiple senior roles | 2001–2006 | Media operations and content leadership |
| Home Box Office (HBO) | Vice President & Senior Counsel | Prior to 2001 | Legal leadership; media content counsel |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in proxy biography . |
Board Governance
- Committee assignments: Audit; Leadership Development & Compensation (LDCC). Not a committee chair .
- Independence: Independent director; Board has independent Chair; 9 of 10 nominees are independent .
- Attendance: Board held eight meetings in 2024; all incumbent directors attended at least 94% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Committee cadence: Audit—4 meetings; LDCC—4 meetings in 2024 .
- Executive sessions and oversight: Frequent independent director sessions; robust risk, cybersecurity, and strategy oversight across committees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (all directors) | $100,000 | Standard director retainer |
| Annual equity grant (RSUs) | $150,000 | Granted first day of director compensation year; vests 1/4 per quarter; paid on first anniversary; dividends/dividend equivalents if deferred; automatic vest on change in control |
| Committee chair retainers | Audit $30,000; LDCC $20,000; GPPCR $20,000 | Not applicable to Witmer (not a chair) |
| Independent Board Chair retainer | $150,000 | Not applicable to Witmer |
2024 Director Compensation (Individual):
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Melinda C. Witmer | 116,667 | 150,000 | 10,000 | 276,667 |
| Note | Deferred all cash and RSUs in 2024–2025 director year | DCP deferrals ended for future elections Dec 1, 2024 |
Performance Compensation
| Equity Instrument | Grant Mechanics | Vesting & Payout | Change-in-Control Treatment |
|---|---|---|---|
| RSUs (annual director grant) | $150,000 grant on first day of director compensation year | Vests 25% per quarter; paid on first anniversary; accrues dividends or dividend equivalents if deferred | RSUs automatically vest upon a change in control; forfeiture of unvested RSUs on other departures (except specified retirement/death/disability) |
Other Directorships & Interlocks
- No related person transactions since January 1, 2024; no compensation committee interlocks disclosed .
- Hedging and pledging prohibited for directors; none of the shares owned by directors are pledged .
Expertise & Qualifications
- Significant industry experience in media operations, telecom programming and content .
- Expert negotiator of content distribution agreements, including retransmission consent with broadcaster groups—highly relevant to TEGNA’s affiliate and retrans strategy .
- Deep understanding of evolving media landscape; capitalizing on new technologies and platforms .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (SEC definition) | 52,490 shares; <1% of class | Includes voting/investment power and shares acquirable within 60 days |
| Investment position (incl. DCP units) | 70,224 shares | Includes 17,734 shares via TEGNA Deferred Compensation Plan (not deemed “beneficially owned”) |
| Outstanding RSU awards (12/31/2024) | Vested 24,581; Unvested 5,588 | Director equity awards table |
| Pledged/Hedged | None pledged; hedging/pledging prohibited | |
| Ownership guideline status | Directors must hold ≥3x cash retainer; all non-employee directors except 2024 appointees met guideline (Witmer met) |
Governance Assessment
- Strengths: Relevant industry/operator expertise; key roles on Audit and LDCC enhance oversight of financial reporting and pay-for-performance alignment . High engagement evidenced by ≥94% attendance and participation in Annual Meeting . Equity alignment through annual RSU grants and personal stock investment; additional alignment via 2024–2025 deferral of cash and RSU awards into the stock fund (until deferral elections ended) . Robust anti-hedging/anti-pledging and clawback policies support investor alignment .
- Potential red flags: Automatic vesting of director RSUs upon change in control is shareholder-standard but warrants monitoring in contested situations . No related-party transactions or interlocks disclosed; no pledging—reduces conflict risk .
- Shareholder confidence signals: Strong Say-on-Pay support (89.7% in 2024; 94.7% in 2023) and use of independent compensation consultant (Meridian) for LDCC .
Committee Structure Notes
- Audit Committee: Oversees financial reporting integrity, auditor independence, internal audit, and whistleblower/ethics processes; chaired by Stuart J. Epstein; 4 meetings in 2024; Witmer member .
- LDCC: Oversees executive and director compensation, succession and human capital; chaired by Scott K. McCune; Meridian engaged as independent consultant; 4 meetings in 2024; Witmer member .
Related Policies and Controls
- Ethics policy with no waivers granted; hotline and whistleblower protections; anti-hedging/anti-pledging; clawback and double-trigger CIC standards for executives .
- Deferred Compensation Plan permitted director deferrals of cash/RSU into stock fund during 2024–2025 director year; future deferrals discontinued effective Dec 1, 2024 .