Neal B. Shapiro
TEGNAAbout Neal B. Shapiro
Neal B. Shapiro (age 67) is an independent director of TEGNA, serving since 2007. He is President and CEO of The WNET Group, with a 35+ year media career including President of NBC News (2001–2005), and is a highly decorated journalism executive (32 Emmys, 31 Edward R. Murrow Awards, 3 Columbia DuPont Awards) . At TEGNA, he serves on the Governance, Public Policy and Corporate Responsibility (GPPCR) Committee and the Leadership Development and Compensation Committee (LDCC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBC News | President | May 2001 – Sept 2005 | Led news operations; oversaw strategy and production |
| NBC (various divisions) | Executive capacities | 1993 – 2005 | Senior leadership roles in broadcast/media |
| The WNET Group | President & CEO | Feb 2007 – present | Oversees public TV operations (Thirteen/WNET, WLIW, NJTV) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tufts University | Board of Trustees | Not disclosed | Trustee |
| American Public Television | Board of Trustees | Not disclosed | Trustee |
Board Governance
- Independence: Independent director; not a company executive .
- Committees: Member, GPPCR; Member, LDCC (not Chair) .
- Committee meeting cadence (2024): Audit (4), GPPCR (4), LDCC (4) .
- Board meetings held: 8 in 2024; 12 in 2023 .
- Attendance and engagement: Each incumbent director attended at least 94% of Board/committee meetings in 2024; at least 88% in 2023; all directors attended the virtual annual meetings in both years .
- Governance posture: Independent Board Chair; majority vote standard; proxy access; stock ownership guidelines; robust shareholder engagement .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Retainer (program level, all directors) | $100,000 (program detail for 2024 shown below) | $100,000 |
| Committee Chair Fees (program level) | Audit: $30,000; GPPCR: $20,000; LDCC: $20,000 | Audit: $30,000; GPPCR: $20,000; LDCC: $20,000 |
| Shapiro – Fees Earned or Paid in Cash ($) | $108,334 | $116,667 |
| Shapiro – Stock Awards ($) (RSUs) | $150,000 | $150,000 |
| Shapiro – All Other Compensation ($) | $10,000 (TEGNA Foundation match) | $10,000 (match available in 2024; paused for 2025) |
| Shapiro – Total ($) | $268,334 | $276,667 |
| Deferral Elections (program) | Directors could defer cash/RSUs via DCP; Shapiro deferred all RSUs in 2022–2023 | DCP allowed deferrals for 2024–2025; future deferrals eliminated effective Dec 1, 2024 |
Performance Compensation
| Feature | Details |
|---|---|
| Equity Vehicle | Annual RSU grant; $150,000 grant-date fair value |
| Grant Timing | First day of the director compensation year |
| Vesting | RSUs vest 25% per quarter after grant; paid on first anniversary (unless deferred) |
| Dividends | RSUs receive dividends or dividend equivalents if deferred |
| Change-in-Control | RSUs automatically vest upon change-in-control; if director leaves due to age/disability/death, RSUs fully vest; otherwise, unvested RSUs are forfeited |
| Options | Company does not currently grant options/SARs in its compensation program |
| Hedging/Pledging | Directors prohibited from hedging, short-selling, or pledging company shares |
Note: TEGNA’s performance metrics framework (e.g., EBITDA, TSR) applies to executive officers; independent director equity grants are time-vested RSUs without performance conditions .
Other Directorships & Interlocks
- Other public company directorships: None disclosed in the TEGNA proxy biography for Shapiro .
- Compensation committee interlocks: None; company reports no interlocks and no related person transactions since Jan 1, 2024 .
Expertise & Qualifications
- Strong broadcast industry experience; oversight of news network operations and strategy .
- Expertise in journalism and First Amendment issues; programming/content sharing .
- Significant recognition in journalism (Emmys, Murrow, DuPont awards) .
Equity Ownership
| Metric | 2023 (Record Date) | 2024 (Record Date) |
|---|---|---|
| Beneficial Shares (Shapiro) | 38,395; less than 1% of class | 49,995; less than 1% of class |
| Outstanding RSUs (Vested / Unvested) | 102,106 / 6,172 | 106,535 / 5,588 |
| Shares Pledged as Collateral | None for directors/executives | None for directors/executives |
| Ownership Guidelines | Directors required ≥3x cash retainer; hold shares until guideline met | Compliance: All non-employee directors met guideline except Dunleavy & West (joined 2024) |
Insider Trades (Form 4)
| Date | Filing Type | Security/Transaction | Notes/Description | Source |
|---|---|---|---|---|
| May 3, 2024 | Form 4 | RSUs | Standard director RSU grant mechanics noted; each RSU is right to one share | |
| May 5, 2025 | Form 4 | RSUs/share delivery | RSUs vested in four installments beginning Aug 1, 2024; vested shares delivered May 1, 2025 | |
| May 23, 2025 | Form 4 | RSUs/transaction | Additional Form 4 filed (details reflected in SEC index) | |
| May 5 & May 23, 2025 | Release references | Multiple insider filings by directors including Shapiro | Transaction announcement references Shapiro’s Form 4 filings |
Governance Assessment
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Strengths:
- Long-tenured independent director with deep media/journalism expertise aligned to TEGNA’s core business .
- High engagement and attendance; active service on governance and compensation committees .
- Robust governance policies: anti-hedging/anti-pledging; no related-party transactions; majority voting and proxy access; strong say-on-pay support (89.7% in 2024) .
- Ownership alignment: compliance with stock ownership guidelines; meaningful RSU holdings; no pledging .
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Potential red flags/considerations:
- Automatic vesting of director RSUs upon change-in-control could be viewed as less performance-linked (though typical for directors), warranting monitoring in contested or transactional contexts .
- Multiple committee roles (LDCC, GPPCR) central to compensation and governance oversight increase influence—appropriate checks include independent consultant (Meridian) and established policies .
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Overall: Evidence supports board effectiveness and investor-aligned practices for Shapiro, with limited conflict risk and strong governance signals through attendance, independence, ownership alignment, and adherence to prohibitions on hedging/pledging .
Appendix: Program Features & References
- Director Compensation Program: Retainer $100k; RSUs $150k; Chair fees (Audit $30k; GPPCR $20k; LDCC $20k); foundation match paused in 2025 .
- DCP: Non-qualified deferred comp plan; investments include TEGNA stock fund; future deferrals eliminated Dec 1, 2024 .
- Committee Independence and Consultants: All committee members independent; LDCC retains Meridian as independent consultant .
Citations: and Internet sources: