Kenneth W. Lowe
About Kenneth W. Lowe
Independent director at Warner Bros. Discovery (WBD); age 75. Director since 2018–2022 and rejoined in 2023; serves on Audit and Compensation Committees and is designated an Audit Committee Financial Expert under SEC rules. Education: BA, University of North Carolina at Chapel Hill . Independence affirmed; WBD reports 12 of 13 directors are independent and committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scripps Networks Interactive, Inc. | Chairman, President & CEO | 2008–2018 (until merger with Discovery) | Built content and lifestyle brands; integrated and grew global media operations |
| The E.W. Scripps Company | President & CEO | 2000–2008 | Strategic and operational leadership of diversified media company |
| Scripps Networks | Chairman, CEO and other roles | 1980–2000 | Brand-building and network expansion |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards (past five years) | None |
Board Governance
- Committee memberships: Audit Committee (member), Compensation Committee (member) .
- Audit Chair: Paula A. Price; meetings held in 2024: 7 .
- Compensation Chair: Paul A. Gould; meetings held in 2024: 8 .
- Attendance: Board and committees held 38 meetings in 2024; all incumbent directors attended at least 90% of their scheduled Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Financial expertise: Lowe qualifies as an “Audit Committee Financial Expert” .
- Board leadership: Independent Board Chair (Samuel A. Di Piazza, Jr.) with CEO and Chair roles separated .
- Related-party transactions oversight: Nominating & Corporate Governance Committee reviews and approves any Item 404 transactions; no Lowe-specific related party transactions disclosed .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $165,000 | Reflects Board and committee retainers |
| Perquisites | $27,551 | Olympics Hospitality Program: $19,206; tax reimbursement associated with program: $8,345 |
| Meeting Fees | None | Cash compensation consists solely of annual retainers; paid quarterly |
| Director Stock Ownership Guideline | 5x cash retainer | Required within five years of joining Board; all directors reached or are on track |
Changes for 2025: Board member annual cash retainer reduced to $105,000 (from $125,000); annual RSU grant increased to $240,000 (from $220,000); no change to committee retainers—Audit member $20,000; Compensation member $20,000; Audit Chair $40,000; Compensation Chair $35,000; Nominating member $10,000; Chair $25,000 .
Performance Compensation
| Equity Grant (2024) | Grant Date | Grant Value | RSUs Granted | Vesting | Dividends | Deferral |
|---|---|---|---|---|---|---|
| Annual RSU | June 5, 2024 | $221,610 | 26,700 | 100% on earlier of one-year anniversary or 2025 Annual Meeting; continued service required | ||
| Policy notes | — | — | — | Board capped individual director annual equity grant at $750,000 | RSUs do not include cash dividend rights | Some directors may defer; Lowe not listed among 2024 deferrals |
2025 program targets: Board member annual equity grant set at $240,000; equity granted as RSUs under the Non-Employee Director Incentive Plan .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member was an officer or employee in 2024, and no executive officer of WBD served on another entity’s board/comp committee that would create an interlock .
Expertise & Qualifications
- Senior operating track record building content and lifestyle brands; integrating and growing global media companies (Scripps Networks/E.W. Scripps) .
- Prior tenure on Discovery’s board through the Scripps Networks acquisition provides institutional perspective amid WarnerMedia integration .
- Audit Committee Financial Expert designation underscores accounting/finance oversight capability .
Equity Ownership
| Measure | Amount | As-of | Notes |
|---|---|---|---|
| Shares owned | 1,050,341 | April 4, 2025 | Direct ownership |
| Shares acquirable within 60 days | 27,493 | April 4, 2025 | Counted for individual beneficial ownership |
| Total beneficial ownership | 1,077,834 | April 4, 2025 | Less than 1% of shares outstanding |
| Unvested RSUs (12/31/2024) | 26,700 | Dec 31, 2024 | From 2024 grant |
| Ownership guideline compliance | In compliance or on track | Policy requires 5x cash retainer within five years |
Governance Assessment
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Strengths and signals:
- Independent director with deep content/media operating experience; designated Audit Committee Financial Expert—supports board effectiveness in financial oversight .
- High engagement: ≥90% attendance in 2024 across Board/committees; extensive meeting cadence (38 total) .
- Compensation governance responsiveness: Significant opposition in 2024 Say-on-Pay led to stockholder outreach and program enhancements; Lowe signed the Compensation Committee report and letter, indicating direct engagement in pay reforms .
- Alignment improvements: 2025 shift from cash to equity for directors (cash down $20,000; equity up $20,000) enhances shareholder alignment .
-
Potential risks and red flags:
- Perquisites and tax reimbursement: Olympics Hospitality Program and associated tax reimbursements for non-employee directors (Lowe: $19,206 program cost; $8,345 tax reimbursement) may be viewed as shareholder-unfriendly perks and tax gross-up-like treatment .
- Related-party transactions: None disclosed for Lowe; policy oversight resides with Nominating & Corporate Governance Committee, which approved several transactions involving other directors; continued monitoring warranted to avoid interlocks/conflicts .
-
Independence and conflicts:
- Audit and Compensation Committees fully independent; no interlocks in 2024; Lowe is not disclosed in any related-person transaction—supports investor confidence in his independence .
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Ownership alignment:
- Material personal stake (1,077,834 total beneficial shares) and compliance with stock ownership guidelines; RSU-based pay without dividends aligns director incentives with long-term equity performance .