Michael Steib
TEGNAAbout Michael Steib
Michael Steib, 48, has served as TEGNA’s President, Chief Executive Officer, and a Director since August 12, 2024; he holds B.A. degrees in Economics and International Relations from the University of Pennsylvania . In 2024, TEGNA reported total shareholder return (TSR) of 123.15 (indexed to $100), net income of $599.8 million, and Adjusted EBITDA of $931.5 million; these figures reflect full-year 2024 performance, part of which preceded his tenure . The Board highlights Steib’s experience launching, scaling, and acquiring advertising-supported businesses and leading digital transformation in media, complemented by a record of building high-performance teams .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Artsy (Art.sy, Inc.) | CEO and Director | 2019–2024 | Led world’s largest online art marketplace; digital marketplace leadership |
| XO Group (The Knot) | President & CEO | 2013–2019 | Grew consumer internet platform; public-company C-suite experience |
| Vente-Privee USA (Veepee) | CEO | 2011–2013 | Ran U.S. flash sales/e-commerce operations |
| Director, Google TV Ads (2007–2009); Managing Director, Emerging Platforms (2009–2011) | 2007–2011 | Launched/scaled ad-supported businesses and emerging platforms | |
| NBCUniversal | Various executive roles (GM, Strategic Ventures; VP, Corp Dev) | 2001–2007 | Corporate development and strategic ventures in media |
External Roles
| Organization | Role | Years | Notes / Committees |
|---|---|---|---|
| Ally Financial (NYSE: ALLY) | Director | 2015–Mar 2024 | Chaired Digital Transformation/Technology Committee; Risk Committee member |
| Change.org | Chairman, Board | Current (per offer letter appendix) | Pre-approved outside role during TEGNA employment |
| Artsy | Director | Current (per offer letter appendix) | Pre-approved outside role; service limited to one for‑profit board |
| Literacy Partners; Career Gear | Past Chairman | Prior | Non-profit leadership |
Fixed Compensation
| Component | Terms | Actual 2024 |
|---|---|---|
| Base Salary | $1,000,000 annually (set at hire) | $392,308 (partial year) |
| Target Annual Bonus | 150% of base salary | $583,562 (prorated, paid at target per offer) |
| 2025+ Long-Term Incentive Target | 550% of salary; mix 70% PSUs / 30% RSUs (Committee discretion) | n/a |
Performance Compensation
Long-Term Incentives Granted at Hire (2024)
| Award | Grant Value | Units / Structure | Vesting / Performance | Valuation Snapshot (12/31/24) |
|---|---|---|---|---|
| RSUs | $4,000,000 | 309,598 RSUs | 25% vests on 2/28/2025; remainder vests 2/28/2026, 2/28/2027, 2/29/2028 | $5,662,547 market value at $18.29 |
| PSUs (Target) | $2,000,000 | 157,729 target PSUs | 2-year performance period covering 2024–2025; payout February/March 2027 (service vest) | $2,884,863 target value at $18.29 |
PSU Performance Curve and Metrics (2024–2025 cycle)
- 67% weight: Compensation Adjusted EBITDA vs target; 33% weight: Compensation FCF as % of Revenue vs target; straight-line interpolation; payout: 0% <80%, 65% at 80%, 100% at 100%, 200% at ≥110% .
- Payment timing: earned PSUs delivered after service vest date (early March 2027); no dividend equivalents; change-in-control provisions follow double-trigger unless awards not assumed .
Annual Bonus (2024 outcomes)
| Metric | Company Framework | CEO 2024 Outcome |
|---|---|---|
| Bonus determination | Holistic assessment across revenue, operating income, net income, EPS, Adjusted EBITDA, EBITDA margin, subscription revenue, FCF% of revenue; capped at 200% | $583,562 (prorated target per offer letter) |
Governance Features
- Clawbacks: NYSE/SEC-compliant policy for restatements (mandatory), plus 3-year recoupment for gross negligence or intentional misconduct causing material harm .
- No hedging/pledging; robust insider trading policy with pre-clearance and blackout procedures .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 37,386 shares; less than 1% of outstanding; none pledged |
| Unvested RSUs (12/31/24) | 309,598 RSUs; 25% vested on 2/28/2025; remaining 25% annually through 2028 |
| Unvested PSUs (Target) | 157,729 target PSUs for 2024–2025 cycle; payout subject to performance and service vest (2027) |
| Ownership Guidelines | 5x base salary for CEO; as of proxy, all current NEOs exceed guidelines |
| Anti‑Hedging/Pledging | Prohibited for employees and directors |
| Director Compensation for CEO | None (no additional pay for board service) |
Employment Terms
- Start date and role: Appointed President & CEO and Director effective August 12, 2024 .
- Compensation at hire: $1,000,000 base; 150% target bonus with 2024 paid at target, prorated; 2024 LTI of $6 million (2/3 RSUs; 1/3 PSUs) .
- Ongoing LTI target from 2025: 550% of salary (70% PSUs / 30% RSUs; subject to Committee discretion) .
- Severance (non‑CIC): Eligible under Executive Severance Plan (TESP); CEO multiple of 2.0x (base + 3‑yr average bonus) plus prorated current‑year bonus; release and restrictive covenants required .
- Change-in-Control (CIC): Double‑trigger; CEO multiple 2.99x (base + greater of 3‑yr avg bonus metrics), prorated bonus, COBRA multiple, excise tax cutback to avoid 4999 taxes .
- Special protection (pre‑CIC): If terminated without “cause” or resigns for “good reason” before a CIC, any then‑unvested RSUs and PSUs become fully vested (PSUs vest subject to actual performance at period end) .
- At‑will; perpetual nondisclosure covenant; work locations New York, NY and Tysons, VA; reimbursed travel between locations .
- Outside boards: May serve on only one for‑profit board during employment; pre‑approved boards include Change.org (Chairman) and Artsy (Director) .
- Pension/Deferred Comp: Not a participant in TRP/SERP; DCP new deferrals eliminated as of Dec 1, 2024 .
Potential Payments Upon Termination (as of 12/31/2024; estimates)
| Scenario | Total |
|---|---|
| Retirement/Voluntary | $792,414 |
| Death | $2,042,414 |
| Disability | $1,778,897 |
| Change-in-Control + Qualifying Termination | $15,229,996 (includes severance multiple, equity treatment, COBRA multiple, etc.) |
| Involuntary Termination without Cause | $10,983,079 |
Board Governance (Director Service)
- Board service: Director since 2024; member, Executive Committee .
- Independence/leadership: Independent Chair (Howard D. Elias); Chair and CEO roles separated; 9 of 10 nominees independent; frequent executive sessions of independent directors .
- Attendance: Board held eight meetings in 2024; each incumbent director attended at least 94% of Board/committee meetings held while serving .
- Say‑on‑Pay: 2024 support of 89.7% for NEO compensation program .
- Related party transactions: None with related persons since Jan 1, 2024; policies in place .
Performance Compensation – Detailed Structure
| Metric | Weighting | Targeting / Payout Curve | Notes |
|---|---|---|---|
| Compensation Adjusted EBITDA (2024–2025) | 67% | 0% <80%; 65% at 80%; 100% at 100%; 200% at ≥110% (linear between points) | Excludes specified items; committee may adjust for unusual/non‑recurring impacts |
| Compensation FCF as % of Revenue (2024–2025) | 33% | Same curve as above | Working capital collar around target; defined adjustments |
| RSUs | n/a | Time‑based: 25% per year over 4 years | No dividend equivalents for RSUs to employees |
Risk Indicators & Red Flags
- Single‑trigger equity vesting on a no‑cause/“good reason” termination pre‑CIC (offer letter carve‑out) increases termination costs and reduces retention friction relative to pure double‑trigger structures .
- Company pays employee legal fees for disputes regarding equity award CIC provisions (RSUs/PSUs exhibits) – a shareholder‑unfriendly provision in some governance frameworks .
- Mitigants: Cash Severance Policy caps new CIC cash severance >2.99x salary+target bonus absent shareholder approval; no option grants; robust clawbacks; anti‑hedging/pledging; independent Chair .
Trading and Vesting Supply Considerations
- Scheduled RSU vesting: 25% tranches on 2/28/2025, 2/28/2026, 2/28/2027, and 2/29/2028 (309,598 total RSUs outstanding at 12/31/24) .
- PSU monetization: 2024–2025 PSUs settle after service vest in early March 2027, subject to performance .
- Insider policy prohibits hedging and pledging and imposes pre‑clearance and blackout trading controls, reducing opportunistic trading risk .
Investment Implications
- Alignment: High at‑risk mix (2025 target LTI 5.5x salary with 70% PSUs) ties pay to multi‑year EBITDA and FCF conversion, directly linked to deleveraging/cash priorities and political ad cycle cyclicality .
- Retention vs. cost: Offer‑letter equity protection (full vesting on no‑cause/“good reason” pre‑CIC termination) and CIC multiple (2.99x) provide strong retention handcuffs but raise potential termination expense; governance mitigants include shareholder‑friendly CIC cap policy and double‑trigger equity treatment .
- Ownership/overhang: Material unvested equity (RSUs ~$5.66M; PSUs target ~$2.88M at 12/31/24) and scheduled vesting cadence could create periodic supply; anti‑hedge/pledge policies limit adverse signaling .
- Execution lens: 2024 TSR outperformance (123.15 index) and strong reported net income/Adjusted EBITDA frame a constructive baseline, though these reflect a year partially before his arrival; watch for 2024–2025 PSU metric attainment and 2025+ strategy execution on AI/automation, digital product rebuild, and operating discipline outlined in the proxy CEO letter .