Scott K. McCune
TEGNAAbout Scott K. McCune
Scott K. McCune is an independent director of TEGNA, serving since 2008. He is the Founder of MS&E Ventures and previously held multiple senior marketing roles over two decades at The Coca-Cola Company, and earlier spent 10 years at Anheuser-Busch. McCune is 68 years old and currently chairs TEGNA’s Leadership Development and Compensation Committee; he also serves on the Executive Committee and the Governance, Public Policy and Corporate Responsibility Committee. He is nominated for re‑election in 2025 with an “Independent” status designation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca-Cola Company | VP, Global Partnerships & Experiential Marketing | 2011–2014 | Led global partnerships/experiential strategy |
| The Coca-Cola Company | VP, Global Media & Integrated Marketing | 2005–2011 | Oversaw global media/integrated marketing |
| The Coca-Cola Company | VP, Global Media, Sports & Entertainment Marketing and Licensing | 1994–2004 | Led media, sports & entertainment marketing/licensing |
| Anheuser‑Busch Inc. | Various marketing and media positions | ~10 years | Brand/media leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MS&E Ventures | Founder | Post‑2014 | Brand/media/sports/entertainment advisory |
| First Tee of Atlanta | Director | Not disclosed | Non‑profit board; golf youth development |
| College Football Hall of Fame | Director | Not disclosed | Non‑profit board |
Board Governance
- Committee assignments: Chair, Leadership Development and Compensation (LDCC); Member, Executive Committee; Member, Governance, Public Policy and Corporate Responsibility (GPPCR). All committee members meet NYSE/SEC independence requirements.
- Committee activity: 2024 meetings held – Audit (4), GPPCR (4), LDCC (4). The Executive Committee exists but did not need to act in lieu of the Board in 2024.
- Independence: Listed as “Independent” in 2025 director slate.
- Attendance: Board held 12 meetings in 2023; overall Board and committee attendance was 94.4%.
- Shareholder engagement: Directors (incl. Chair and senior management) met with several largest shareholders in late 2024 on leadership and strategic transformation.
- Retirement policy: Mandatory retirement age is 73 for non‑employee directors; 65 for directors who served as executives (with possible extension for CEOs).
Fixed Compensation
| Year | Cash Retainer and Chair Fees ($) | Equity (RSUs) Grant Date Value ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 130,000 | 150,000 | 10,000 | 290,000 |
| 2024 | 140,000 | 150,000 | 10,000 | 300,000 |
Director compensation program (2024 Board year): annual retainer $100,000; chair fees – Audit $30,000, GPPCR $20,000, LDCC $20,000; Independent Board Chair $150,000; annual RSU grant $150,000; travel accident insurance $1,000,000; TEGNA Foundation match up to $10,000. RSUs vest quarterly and are paid one year after grant (unless deferred under the DCP); RSUs vest upon change in control or retirement at by‑law age limits; unvested RSUs are forfeited on other departures. The Foundation match was paused for 2025.
Performance Compensation
- Directors do not receive performance‑based equity (options/SARs not granted) or cash bonuses; compensation is cash retainer plus time‑vested RSUs.
- LDCC performance framework for executives under McCune’s chairmanship emphasizes both financial and strategic goals with capped payouts and robust clawbacks.
| Component | Metrics | Measurement/Structure | Notes |
|---|---|---|---|
| Annual Bonus (NEOs) | Revenue, Adjusted EBITDA, Operating Income, Adjusted Free Cash Flow, Digital Revenue | Holistic assessment; no preset weights | Payouts capped; no self‑determination by NEOs |
| Performance Shares (NEOs) | Adjusted EBITDA; Free Cash Flow as % of Revenue | Two‑year performance vs preset targets; vests over three years | Aligns with TSR via share price over vesting period |
| Clawbacks | Restatement & misconduct | SOX 304; 2018 misconduct recoupment; 2023 NYSE/SEC‑compliant policy | Applies to executives; enhances pay‑for‑performance integrity |
Other Directorships & Interlocks
- Public company directorships: None disclosed for McCune.
- Compensation committee interlocks: None; no related‑person transactions since January 1, 2024.
Expertise & Qualifications
- Significant experience as a marketing executive; deep knowledge of integrated marketing, media, advertising, digital, licensing, sports & entertainment, experiential marketing; proven record in building global brands and leading complex operations.
Equity Ownership
| Metric | FY 2023 (as of record date in 2024 proxy) | FY 2024 (Record Date: Mar 24, 2025) |
|---|---|---|
| Beneficial Ownership (shares) | 96,474 | 108,074 |
| Percent of Class | <1% | <1% |
| Shares pledged as collateral | None | None |
Outstanding non‑employee director equity awards at fiscal year‑end:
| Metric | 2023 Year‑End (Vested/Unvested) | 2024 Year‑End (Vested/Unvested) |
|---|---|---|
| RSUs (shares) | 26,141 / 6,172 | 29,019 / 5,588 |
Additional ownership alignment policies:
- Stock ownership guideline: ≥3x annual cash retainer; all non‑employee directors met the guideline (except newly appointed Dunleavy and West in 2024–2025; McCune met).
- Hedging/short‑selling/margin/pledging prohibited for directors and employees.
- DCP: Directors could defer cash retainers/RSUs; future deferral elections ceased effective Dec 1, 2024.
Governance Assessment
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Board effectiveness: McCune’s LDCC chair role and membership on GPPCR/Executive place him at the center of pay, talent, and governance oversight; the committee uses independent consultant Meridian and applies clawbacks and capped payouts, indicating robust pay governance.
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Independence/engagement: Listed independent; Board and committees show strong activity and high aggregate attendance, with proactive shareholder engagement.
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Ownership alignment: Meaningful share holdings with additional vested/unvested RSUs; no pledging; strict anti‑hedging policy; guideline compliance.
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Say‑on‑pay signal: 2025 advisory vote passed with 124,376,964 “For” vs 9,416,667 “Against,” supporting the compensation program under LDCC oversight.
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Conflicts/related party exposure: No related‑person transactions and no compensation committee interlocks disclosed since Jan 1, 2024; Ethics Policy in place with whistleblower mechanisms.
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Succession/tenure: Director since 2008; by‑law retirement at 73 for non‑employee directors (McCune age 68), implying medium‑term refresh considerations without immediate risk.
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RED FLAGS: None evident—no pledging/hedging, no related‑party transactions, no interlocks. Monitoring points: tenure length and eventual retirement horizon; continued oversight quality amid leadership and strategic transformation.