Stuart J. Epstein
TEGNAAbout Stuart J. Epstein
Independent director of TEGNA Inc. since 2018, age 62, and currently Chief Financial Officer of Meadowlark Media. He previously served as CFO and Board Member of DAZN Group (2018–2022), EVP & CFO of NBCUniversal (2011–2014), and held senior roles over a 23‑year career at Morgan Stanley, including Managing Director and Global Head of Media & Communications Investment Banking. He is designated an Audit Committee financial expert and chairs TEGNA’s Audit Committee, with additional service on the Executive and Leadership Development & Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director; Global Head, Media & Communications Investment Banking | 23 years (prior to 2011) | Deep transactional experience and capital markets expertise |
| NBCUniversal | EVP & CFO | Sep 2011 – Apr 2014 | Oversaw finance for major media operations |
| Evolution Media (CAA) | Co‑Managing Partner | Sep 2015 – Sep 2017 | Strategic investing and media advisory |
| DAZN Group | Board Member & CFO | Jun 2018 – Jan 2022 | Sports streaming finance leadership |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Meadowlark Media | Chief Financial Officer | Current | Private; premium sports content studio |
| DAZN Group | Board Member & CFO | 2018–2022 | Private sports streaming platform |
Board Governance
- Independence: Epstein is an independent director; 9 of 10 TEGNA nominees are independent; all standing committees (Audit, GPPCR, LDCC) comprise independent directors .
- Committee assignments and chair roles: Audit Committee Chair (audit financial expert), Executive Committee member, LDCC member .
- Audit Chair authority: As Audit Chair, holds delegated pre‑approval authority for auditor services up to $100,000 (aggregate at any one time), reporting back to the committee subsequently .
- Attendance and engagement: Board held eight meetings in 2024; each incumbent director attended at least 94% of Board and applicable committee meetings; all directors attended the 2024 annual meeting . Audit, GPPCR, and LDCC each held 4 meetings in 2024 .
- Shareholder support: Re‑elected at 2025 Annual Meeting; say‑on‑pay approved (124,376,964 For; 9,416,667 Against; 567,643 Abstentions; 11,776,273 broker non‑votes) .
Fixed Compensation
| Component (FY 2024) | Amount (USD) |
|---|---|
| Annual Cash Retainer | $100,000 |
| Audit Committee Chair Retainer | $30,000 |
| LDCC Chair Retainer (if applicable) | $20,000 |
| GPPCR Chair Retainer (if applicable) | $20,000 |
| Annual Director Equity Grant (RSUs) | $150,000 |
| Actual FY2024 Cash Fees (Epstein) | $151,667 |
| Actual FY2024 Stock Awards (Epstein) | $150,000 |
| Other Comp (Foundation match; 2024 only) | $10,000 |
| Total FY2024 Director Compensation (Epstein) | $311,667 |
Notes:
- No meeting fees disclosed; standard program is cash retainer plus committee chair retainers and annual RSUs .
- TEGNA Foundation match discontinued for 2025 .
Performance Compensation
Annual equity is granted as RSUs (time‑based) to non‑employee directors; RSUs vest quarterly (1/4 per quarter) and pay on first anniversary of grant; RSUs fully vest upon change in control if awards are not assumed or upon retirement due to by‑law age limits, death, or disability; forfeiture if director leaves for other reasons .
| Metric | FY 2024 | FY 2025 (to date) |
|---|---|---|
| RSU Grant – Shares | 10,989 RSUs on Apr 25, 2024 [SEC Form 4: https://www.sec.gov/Archives/edgar/data/39899/000121465924007735/0001214659-24-007735-index.htm] | 8,961 RSUs on May 21, 2025 |
| RSU Conversions to Common (vesting) | 9,398.57 shares on May 1, 2024 (RSUs vested to common) | 11,327.03 shares on May 1, 2025 (RSUs vested to common) |
| Outstanding Director Equity Awards (Vested/Unvested) | 5,588 / 5,588 RSUs at FY‑end (company table) | N/A |
Performance metrics: Directors’ RSU awards are time‑based and not tied to financial/ESG performance; company executive PSU metrics (Adjusted EBITDA; FCF as % of revenue) apply to NEOs, not directors .
Other Directorships & Interlocks
| Company | Role | Status/Notes |
|---|---|---|
| TEGNA Inc. | Director | Current; independent |
| DAZN Group | Board Member | Prior; private company (2018–2022) |
- Compensation Committee interlocks: None; company reports no interlocks and no related‑party transactions since Jan 1, 2024 .
- Shared directorships with competitors/suppliers/customers: Not disclosed.
Expertise & Qualifications
- Audit committee financial expert; deep media, technology and capital markets experience; extensive transactional expertise; oversight of local broadcast television operations; strategic initiatives leadership .
- Serves on Audit (Chair), LDCC, and Executive Committees—indicating broad governance engagement .
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned (Record Date: Mar 24, 2025) | 65,221 shares; less than 1% of outstanding |
| Pledged Shares | None; company states no pledging by directors/executives |
| Stock Ownership Guideline | 3x cash retainer; directors expected to hold all shares until guideline met |
| Compliance Status | All non‑employee directors except Dunleavy and West met guideline; Epstein meets guideline |
| Outstanding Director RSUs (FY‑end) | 5,588 vested / 5,588 unvested |
Recent Form 4 holdings after transactions:
- Post‑transaction holdings rose to 53,894.472 on May 1, 2024 and to 65,221.502 on May 1, 2025, reflecting RSU conversions; subsequent RSU award reported with 8,961 units on May 21, 2025 .
Insider Trades (Form 4)
Governance Assessment
- Board effectiveness: Epstein’s chairmanship of Audit and designation as financial expert, plus service on LDCC and Executive, indicate high engagement and breadth of oversight. As Audit Chair, he directly oversees auditor independence and pre‑approves non‑audit services within limits, supporting robust financial governance .
- Alignment and incentives: Director pay mix balances cash retainer and time‑based RSUs; quarterly vesting and required share holding until guideline compliance support alignment; Epstein meets stock ownership guidelines; hedging and pledging prohibited for directors .
- Independence and attendance: Independent status with strong attendance record (≥94% for incumbents) and participation across committees; all committees are independent; frequent executive sessions of independent directors strengthen oversight .
- Conflicts and related‑party exposure: Company reports no related‑party transactions since Jan 1, 2024 and no compensation committee interlocks; none of directors’ shares are pledged—reducing alignment red flags .
- Shareholder signals: 2025 re‑election with broad support; say‑on‑pay passed; indicates investor confidence in governance and compensation oversight .
Red flags: None disclosed—no hedging/pledging, no related‑party transactions, strong attendance, and independent committee leadership .