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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

 

TEGNA Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 


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March 11, 2024

 

 

Dear Fellow Shareholders:

2023 was a year of transition, execution, and progress at TEGNA. We commend our team's unwavering commitment to fulfilling our purpose of serving the greater good of our local communities and creating value for our shareholders. As local broadcasters, we are proud to play a vital role in providing trusted news that keeps our communities informed about relevant issues that directly impact their lives.

Despite being under the pendency of the merger agreement with Standard General for the first five months of 2023, the Board of Directors and management successfully pivoted and reinvigorated our focus as a standalone company once the merger was terminated. This included continuing to be a best-in-class operator as we executed our plan in the face of industry-wide challenges.

Delivering Significant Capital Returns to Shareholders. Our industry-leading balance sheet and strong free cash flow provide us with significant flexibility to return capital to shareholders, which we have always done in a disciplined and thoughtful manner. In 2023, we committed to return nearly $800 million through share repurchases and increased our regular quarterly dividend by 20 percent. Looking forward we will continue to pursue organic growth initiatives and bolt-on M&A opportunities while also offering returns through dividends and share repurchases.

Providing Strong Board Oversight with Skills Supporting our Go-Forward Strategy. Our Board has the right mix of collective skills and experience to oversee strategy and key risks for TEGNA, particularly in a rapidly evolving industry. This includes deep knowledge of operational effectiveness, M&A oversight and execution, and relevant industry experience including media, digital and technology. While we are confident in our current Board composition and size, we have reestablished our prospective director search program as part of our always-on Board refreshment process.

Onboarding New Members of our Management Team. In 2023, we announced the appointment of Julie Heskett as Chief Financial Officer and Lauren Fisher as Chief Legal Officer. Julie transitioned into the CFO role with a deep understanding of our business from over more than two decades at TEGNA serving in various roles, most recently as Senior Vice President, Financial Planning and Business Operations and Head of Investor Relations. Lauren joined TEGNA after more than 15 years with Vox Media as Chief Legal Officer and Corporate Secretary, and brings extensive experience in the media industry, digital advertising and companywide governance to the Company. Both Julie and Lauren have already been instrumental in the work we have undertaken to execute our business plan. We look forward to continuing to work closely with Julie, Lauren, and the rest of TEGNA’s skilled management team to execute our go-forward strategy.

Making a Positive Impact. Throughout the year, we remained focused on building a positive, engaged and inclusive culture and ensuring our storytelling reflects the communities we serve. We continued our partnerships with The Poynter Institute and Horowitz Research in support of

 

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Howard D. Elias

 

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David T. Lougee

 

2023 Capital Allocation Highlights

Returned $800 million in capital to shareholders through share repurchases and the termination fee from Standard General in Company shares
Increased our regular quarterly dividend payment by 20%
 

2023 Corporate Responsibility Highlights

Named One of the Most Community-Minded Companies in the U.S. by The Civic 50 for Fourth Consecutive Year
Remained on-track to meet or exceed our 2025 Diversity & Inclusion goals

Key 2024 Events

2024 Presidential election cycle
Summer Olympics in Paris on NBC, our largest affiliate portfolio
Super Bowl LVIII on CBS, the most-watched television event ever

our multi-year Inclusive Journalism Program. Ensuring our content teams and editorial decision-making are inclusive enables us to authentically represent the perspectives and experiences of all our audiences, foster trust and serve the diverse needs of our communities. We invest in and support our employees through comprehensive health and wellness benefits and by providing a range of development opportunities to help employees expand their skills and grow their careers. Every year, our stations and employees give back to their communities. TEGNA stations helped raise more than $100 million to support diverse causes that address specific local needs, and more than 2,400 employee matching gifts were approved, providing $1.5 million to local causes and nonprofits. You can read more about these and our other social responsibility initiatives in our 2023 Impact Report.

We are entering 2024 with reinvigorated focus, an exceptional Board and management team, an industry-leading balance sheet, and favorable positioning to benefit from this year’s robust Presidential election cycle, Summer Olympic Games, and Super Bowl, which recently aired on our CBS stations. Our Board and management team remain laser focused on generating shareholder value, supporting our employees, and serving the greater good of our communities. We look forward to continuing to share updates on our progress with you.

Thank you for your continued support.

 

 

 

 

 

 

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Howard D. Elias

Board Chair

Dave Lougee

President and Chief Executive Officer

 

 


 

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Notice of Annual Meeting of Shareholders

 

To Our Shareholders:

The 2024 Annual Meeting of Shareholders of TEGNA Inc. will be held for the following purposes:

MEETING INFORMATION

DATE: April 24, 2024

TIME: 9:00 a.m. ET

LOCATION:

Via a live webcast at:

www.meetnow.global/MGMRW2G

There is no physical location
for the Annual Meeting.

to consider and act upon a proposal to elect nine director nominees to the Company’s Board of Directors to hold office until the Company’s 2025 Annual Meeting of Shareholders;

 

 

to consider and act upon a Company proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year;

to consider and act upon a Company proposal to approve, on an advisory basis, the compensation of our named executive officers;

 

 

to consider and act upon a Company proposal regarding the shareholder right to call a special shareholder meeting;

 

to consider and act upon a Company proposal regarding officer exculpation;

to consider and act upon a shareholder proposal regarding shareholder opportunity to vote on excessive golden parachutes; and

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to transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement of the meeting.

Your Board of Directors unanimously recommends that you vote FOR all nine nominees listed on the enclosed proxy card or voting instruction form, FOR proposals 2, 3, 4 and 5 and AGAINST proposal 6.

We have enclosed the annual report, proxy statement (together with the notice of Annual Meeting), and proxy card or voting instruction form. For specific instructions on how to vote your shares, please refer to the instructions on the proxy card or voting instruction form to vote by Internet, telephone, or by mail. We encourage shareholders to submit their proxies electronically – by telephone or by Internet – whenever possible.

The Board of Directors has set the close of business on February 26, 2024 as the record date to determine the shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

By Action of the Board of Directors,

 

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Marc S. Sher

Vice President, Associate General Counsel and Secretary

Tysons, Virginia

March 11, 2024

 

 


 

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Notice of Annual Meeting of Shareholders

 

 

Your Vote Is Important. Please vote by proxy TODAY to ensure that your shares are represented at the Annual Meeting whether or not you currently plan to attend. You do not need to attend the meeting to vote if you vote your shares before the meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet. If you later decide to attend the meeting, your vote will revoke any proxy previously submitted. If your shares are held by a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee to vote your shares and you may not vote your shares by ballot at the meeting unless you provide a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the meeting. Please review “Questions and Answers about the Proxy Materials and the Annual Meeting” beginning on page 73 of this Proxy Statement for information about attending and voting at the Annual Meeting.

We will hold the Annual Meeting virtually online via a live webcast at www.meetnow.global/MGMRW2G. To participate in the Annual Meeting, you must enter the 16 digit control number included in your proxy card or voting instruction form. Online access to the Annual Meeting will open approximately 15 minutes prior to the start of the Annual Meeting. You will not be able to attend the Annual Meeting in person at a physical location. For purposes of attendance at the Annual Meeting, all references in this proxy statement to “present” shall mean virtually present at the Annual Meeting.

 

INTERNET

 

TELEPHONE

 

MAIL

 

ONLINE

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Access the website indicated

on the enclosed

proxy card or voting

instruction form.

 

Call the number indicated on the enclosed proxy

card or voting instruction

form.

 

Sign, date and return the

enclosed proxy card or voting instruction form in the postage-paid envelope

provided.

 

Attend the virtual meeting via live webcast at www.meetnow.global/MGMRW2G
and vote by ballot online.

This Notice of Annual Meeting and Proxy Statement is first being delivered to shareholders on or about March 11, 2024.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders

to be Held Virtually on April 24, 2024 at 9:00 a.m., Eastern Time.

The proxy statement and annual report to shareholders are available at www.envisionreports.com/TGNA.

 


 

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Table of Contents

 

 

Proxy Statement Summary

i

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPOSAL 4 – COMPANY PROPOSAL REGARDING THE SHAREHOLDER RIGHT TO CALL A SPECIAL SHAREHOLDER MEETING

 

 

 

 

 

 

 

 

 

 

PROPOSAL 1 – ELECTION OF DIRECTORS

 

 

 

 

 

Page

 

 

 

 

 

 

 

1

 

Your Board of Directors

 

 

 

 

Page

 

 

1

 

Board Leadership Structure

 

 

 

 

60

 

 

2

 

The TEGNA Nominees

 

 

 

 

 

 

 

7

 

Committees of the Board of Directors

 

 

 

 

 

 

 

9

 

Committee Charters

 

 

 

 

 

 

 

10

 

Corporate Governance

 

 

 

 

PROPOSAL 5 – COMPANY PROPOSAL REGARDING Officer exculpation

 

 

10

 

Shareholder Engagement

 

 

 

 

 

 

11

 

The Board’s Role in Risk Oversight

 

 

 

 

 

 

12

 

The Board’s Role in the Oversight of Cybersecurity and Data Privacy

 

 

 

 

Page

 

 

 

 

 

 

 

62

 

 

13

 

The Board’s Role in Corporate Strategy

 

 

 

 

 

 

 

13

 

Board Oversight of Corporate Social Responsibility

 

 

 

 

 

 

 

13

 

Board Oversight of Diversity, Equity and Inclusion

 

 

 

 

 

 

 

14

 

Corporate Social Responsibility

 

 

 

 

PROPOSAL 6 – SHAREHOLDER Proposal

regarding opportunity to vote on

excessive golden parachutes

 

 

21

 

Annual Board Performance Evaluation

 

 

 

 

 

 

21

 

Ethics Policy

 

 

 

 

 

 

21

 

Related Transactions; Compensation Committee Interlocks and Insider Participation

 

 

 

 

 

 

22

 

Report of the Audit Committee

 

 

 

 

Page

 

 

 

 

 

 

 

 

 

 

63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIRECTOR COMPENSATION

66

 

 

 

 

 

 

 

 

 

 

 

PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

 

OUTSTANDING DIRECTOR EQUITY AWARDS AT FISCAL YEAR-END

 

68

 

 

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

EQUITY COMPENSATION PLAN INFORMATION

69

 

23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SECURITIES BENEFICIALLY OWNED BY DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS

70

 

 

 

 

 

 

 

 

 

EXECUTIVE COMPENSATION

 

 

 

 

 

Page

 

 

 

 

 

 

 

24

 

Compensation Discussion and Analysis

 

 

 

 

INVESTMENT IN TEGNA STOCK BY DIRECTORS AND EXECUTIVE OFFICERS

71

 

25

 

Executive Summary

 

 

 

 

 

28

 

Overview of Executive Compensation Program

 

 

 

 

 

 

 

 

28

 

How the Committee Determines NEO Compensation

 

 

 

 

COST OF SOLICITING PROXIES

72

 

43

 

Leadership Development and Compensation Committee Report

 

 

 

 

 

 

 

 

 

 

 

 

Questions and Answers about the Proxy Materials and Annual Meeting

 

73

 

44

 

Summary Compensation Table

 

 

 

 

 

45

 

Grants of Plan-Based Awards

 

 

 

 

 

46

 

Outstanding Equity Awards at Fiscal Year-End

 

 

 

 

 

 

 

 

47

 

Option Exercises and Stock Vested

 

 

 

 

ADDITIONAL INFORMATION

78

 

47

 

Pension Benefits

 

 

 

 

 

 

 

 

48

 

Non-Qualified Deferred Compensation

 

 

 

 

 

 

 

 

49

 

Other Potential Post-Employment Payments

 

 

 

 

 

 

 

 

55

 

CEO Pay Ratio

 

 

 

 

 

 

 

 

56

 

Pay Versus Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPOSAL 3 – APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

 

 

 

 

59

 

 

 

 

 

 

 

 

 


 

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2024 Proxy Statement Summary: Snapshot of 2023 Director Nominees

 

 

TEGNA Inc.

2024 Proxy Statement Summary

This summary highlights information about TEGNA Inc. (“TEGNA” or the “Company”) and the upcoming 2024 annual meeting of shareholders (the “Annual Meeting”). Please review the complete Proxy Statement and TEGNA’s annual report for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) before you vote. The Proxy Statement and the 2023 Annual Report will first be mailed or released to shareholders on or about March 11, 2024.

ANNUAL MEETING OF SHAREHOLDERS

 

Time and Date:
Record Date:
Admission:

9:00 a.m. ET on April 24, 2024

February 26, 2024

You are entitled to attend the Annual Meeting if you were a TEGNA shareholder as of the close of business on the record date. If you plan to attend the meeting, you must register in advance by following the procedures described in “Questions and Answers about the Proxy Materials and the Annual Meeting” beginning on page 73 and abide by the agenda and procedures for the Annual Meeting (which will be available on the virtual Annual Meeting site). If your shares are held by a broker, bank or other holder of record in “street name” (including shares held in certain TEGNA employee benefit plans), you must also provide proof of your ownership of the shares as of the record date in order to attend the meeting. See “Questions and Answers About the Proxy Materials and Annual Meeting – What must I do if I want to attend the Annual Meeting?” on page 73 of this Proxy Statement for additional information and instructions.

 

 

2024 PROXY STATEMENT I i

 

 

 


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2024 Proxy Statement Summary: Voting Matters and Board Reccomendations

 

 

Voting Matters and Board Recommendations

 

Voting Matter

Voting Standard

Board Vote
Recommendation

See
Page

Proposal 1

Election of Directors

To be elected, a director nominee must receive more votes “for” than votes “against” with respect to the nominee.

FOR ALL NOMINEES

1

Proposal 2

Ratification of Appointment of Independent Registered Public Accounting Firm

Majority of the votes that could be cast by the shareholders present in person or represented by proxy.

FOR

23

Proposal 3

Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers

Majority of the votes that could be cast by the shareholders present in person or represented by proxy.

FOR

59

Proposal 4

Company Proposal Regarding the Shareholder Right to Call a Special Shareholder Meeting

Majority of the Company's outstanding shares of common stock.

FOR

60

Proposal 5

Company Proposal Regarding Officer Exculpation

Majority of the Company's outstanding shares of common stock

FOR

62

 

 

 

 

 

 

 

 

 

Proposal 6

 

Shareholder Proposal regarding Opportunity to Vote on Excessive Golden Parachutes

 

Majority of the votes that could be cast by the shareholders present in person or represented by proxy.

 

AGAINST

 

63

 

 

 

ii  I 2024 PROXY STATEMENT

 

 

 


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2024 Proxy Statement Summary: Snapshot of 2024 Director Nominees

 

 

Snapshot of 2024 Director Nominees

Director Nominees

The Board of Directors has nominated the director candidates below. All director nominees have stated that they are willing to serve if elected. Personal information about each director nominee is available beginning on page 2 of this Proxy Statement.

 

Name & Principal Occupation

Age

Director
Since

Diversity

Identifier1

Status

Committee Memberships

 

 

 

 

 

 

 

 

 

 

 

Gina L. Bianchini

Founder and CEO, Mighty Networks

 

51

2018

W

Independent

Audit; Leadership Development and Compensation

 

 

 

 

 

 

 

 

 

 

 

Howard D. Elias

Chair of TEGNA; Retired President, Services and Digital, Dell Technologies

 

66

2008

W

Independent

Executive (Chair);

Governance, Public Policy and Corporate Responsibility

 

 

 

 

 

 

 

 

 

 

 

Stuart J. Epstein

Chief Financial Officer, Meadowlark Media

 

61

2018

W

Independent

Audit (financial expert) (Chair); Executive; Leadership Development and Compensation

 

 

 

 

 

 

 

 

 

 

 

Karen H. Grimes

Retired Partner, Senior Managing Director and Equity Portfolio Manager, Wellington Management Company

 

67

2020

W

Independent

Audit (financial expert); Governance, Public Policy and Corporate Responsibility

 

 

 

 

 

 

 

 

 

 

 

David T. Lougee

President and CEO, TEGNA Inc.

 

65

2017

W

Executive

Executive

 

 

 

 

 

 

 

 

 

 

 

Scott K. McCune

Founder, MS&E Ventures;

Former Vice President of Global Media and Integrated Marketing, The Coca-Cola Company

 

67

2008

W

Independent

Executive; Governance, Public Policy and Corporate Responsibility; Leadership Development and Compensation (Chair)

 

 

 

 

 

 

 

 

 

 

 

Henry W. McGee

Senior Lecturer, Harvard Business School; Former President, HBO Home Entertainment

 

71

2015

B

Independent

Audit; Executive; Governance, Public Policy and Corporate Responsibility (Chair)

 

 

 

 

 

 

 

 

 

 

 

Neal B. Shapiro

President and CEO, public television company WNET

 

65

2007

W

Independent

Governance, Public Policy and Corporate Responsibility; Leadership Development and Compensation

 

 

 

 

 

 

 

 

 

 

 

Melinda C. Witmer

Founder and CEO, Look Left Media; Former Executive Vice President, Chief Video & Content Officer; Time Warner Cable

62

2017

W

Independent

Audit; Leadership Development and Compensation

 

1 This column only relates to Racial & Ethnicity diversity, as follows: B – Black or African American; W – White or Caucasian.

 

2024 PROXY STATEMENT I iii

 

 

 


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2024 Proxy Statement Summary: Snapshot of 2024 Director Nominees

 

 

Our director nominees have a diverse set of qualifications, skills and experiences and also reflect diversity of age, tenure, gender and race/ethnicity. The Board regularly evaluates its composition to ensure that the skills and experience of the directors as a whole enhance the ability of the Board to provide independent oversight of management as they execute on strategic initiatives to create sustainable stockholder value. The following graphics include additional information regarding our director nominees.

 

Gender Diversity

Racial & Ethnic Diversity

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Age

Tenure

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iv  I 2024 PROXY STATEMENT

 

 

 


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2024 Proxy Statement Summary: Snapshot of 2024 Director Nominees

 

 

Director Nominees Skills Matrix

 

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See the director nominee biographies beginning on Page 2 of this Proxy Statement for further detail. The absence of a “•” for a particular skill does not mean that the director nominee does not possess that qualification, skill, or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent qualification, skill or experience that the director brings to the Board.

 

2024 PROXY STATEMENT I v

 

 

 


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2024 Proxy Statement Summary: Snapshot of 2024 Director Nominees

 

 

Corporate Governance Highlights

 

Board and Governance Practices

8 of 9 director nominees are independent

Board gender diversity – 3 female director nominees (33% of Board)

All Standing Board Committees are fully independent: Audit, Leadership Development and Compensation, and Governance, Public Policy and Corporate Responsibility

Independent Board Chair enhances oversight of management

All directors stand for election annually

One-vote-per-share capital structure with all shareholders entitled to vote for director nominees

Majority voting standard for uncontested director elections with a director resignation policy

No shareholder rights plan (poison pill) in place

Annual review by the Board of TEGNA’s major risks with certain oversight delegated to Board committees

Clear CEO and executive officer succession plan

Board Refreshment and Evaluation

Ongoing board refreshment process

Robust director nominee selection process

Annual board performance evaluation

Social Responsibility Practices

Governance, Public Policy and Corporate Responsibility Committee provides independent oversight of sustainability, environmental matters and social responsibility

Enhanced reporting of environmental, social and governance (“ESG”) disclosures, including disclosure under the SASB Media and Entertainment framework

Our environmental policy and practices ensure we are being responsible stewards of our resources and helping to build a sustainable future for all stakeholders

We continue to make sustained progress on equity and inclusion, including our Inclusive Journalism program

Separate areas of oversight regarding the Company’s approach to diversity for each Board committee

We have established and continue to make progress against our 2025 goals to increase Black, Indigenous and People of Color representation in content teams, news leadership and management roles

Executive Compensation Practices

A significant percentage of the compensation we provide to our NEOs is performance-based

Maximum annual bonus payouts and performance share payouts are capped at 200% of target

Compensation recoupment (“clawback”) policy covering restatements and misconduct applicable to all current and former executive officers

Hedging and pledging of TEGNA securities by TEGNA employees and directors is prohibited

All new change-in-control arrangements are “double trigger”

Shareholder approval is required for any new agreement or plan that contemplates cash severance payments to executive officers in excess of 2.99x the executive's base salary plus target bonus

Shareholder Engagement

TEGNA maintains a long-standing shareholder engagement program, involving year-round active dialogue and the participation of its independent directors; shareholder feedback is shared with the full Board

Several changes implemented in response to feedback gathered during shareholder engagement in recent years, including adoption of our executive officer cash severance policy, adoption of proxy access, changes to executive compensation program and enhancements to ESG reporting

Director Engagement

12 Board meetings in 2023; overall attendance at all of the meetings of the Board and Board committees was 94.4%

Frequent meetings of non-management directors in executive session without any TEGNA officer present

Independent directors prohibited from serving on boards of more than three other for-profit companies; CEO may only serve on the board of one other for-profit company

 

 

vi  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: Information about the TEGNA Nominees

 

 

Proposal 1—Election of Directors

(Proposal 1 on the proxy card)

Your Board of Directors

The Board of Directors is currently composed of the nine directors nominated for reelection. The Board of Directors held twelve meetings during 2023. Each of our incumbent directors attended, in the aggregate, at least 88% of the meetings of the Board and its committees on which he or she served that were held during the period for which he or she served as a director or committee member, as applicable, during 2023. All directors then serving on the Board virtually attended the 2023 annual meeting of shareholders (the "2023 Annual Meeting") in accordance with the Company’s policy that all directors attend the Annual Meeting.

Nominees elected to our Board at the 2024 Annual Meeting will serve until the Company’s 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting"). The Board, upon the recommendation of its Governance, Public Policy and Corporate Responsibility Committee, has nominated the following individuals: Gina L. Bianchini, Howard D. Elias, Stuart J. Epstein, Karen H. Grimes, David T. Lougee, Scott K. McCune, Henry W. McGee, Neal B. Shapiro and Melinda C. Witmer. The Board believes that each of the nominees will be available and able to serve as a director. Each of the nominees has consented to being named in this Proxy Statement and to serve on the Board, if elected. If any nominee becomes unable or unwilling to serve, the Board may do one of three things: recommend a substitute nominee, reduce the number of directors to eliminate the vacancy, or fill the vacancy later. The shares represented by all valid proxies may be voted for the election of a substitute if one is nominated.

Under the Company’s By-laws, the 2024 director nominees will be elected by the vote of a majority of the votes cast with respect to the director at the meeting. If an incumbent nominee does not receive an affirmative majority of the votes cast, he or she is required to submit a letter of resignation to the Board’s Governance, Public Policy and Corporate Responsibility Committee, which would recommend to the Board the action to be taken with respect to the letter of resignation. The Board is required to act on the Committee’s recommendation and publicly disclose its decision and its rationale within 90 days after the election results are certified.

Board Leadership Structure

Our Board regularly reviews the Company’s Board leadership structure, how the structure is functioning and whether the structure continues to be in the best interest of our shareholders. Our Board has determined that having an independent director serve as the Chair of the Board is currently the best leadership structure for the Company. Separating the positions of Chair and CEO allows the CEO to focus on executing the Company’s strategic plan and managing the Company’s operations and performance and permits improved communications between the Board, the CEO and other senior leaders of the Company.

The duties of the Chair of the Board include:

presiding over all meetings of the Board and all executive sessions of non-management directors;
serving as liaison on Board-wide issues between the CEO and the non-management directors, although Company policy also provides that all directors shall have direct and complete access to the CEO at any time as they deem necessary or appropriate, and vice versa;
in consultation with the CEO, reviewing and approving Board meeting schedules, agendas and materials;
calling meetings of the non-management directors, if desired; and
being available when appropriate for consultation and direct communication if requested by shareholders.

 

2024 PROXY STATEMENT I 1

 

 

 


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Proposal 1—Election of Directors: Information about the TEGNA Nominees

 

 

The TEGNA Nominees

The following director nominees are currently serving on the Board and have been nominated by the Board on the unanimous recommendation of the Governance, Public Policy and Corporate Responsibility Committee to stand for re-election at the 2024 Annual Meeting for a term expiring on the date of the 2025 Annual Meeting. The principal occupation and business experience of each TEGNA nominee, including the reasons the Board believes each of them should be re-elected to serve another term on the Board, are described below.

 

 

The Board of Directors recommends that shareholders “FOR” each of the TEGNA nominees by following the voting instructions contained on the enclosed proxy card.

 

 

 

 

 

 

 

 

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Gina L. Bianchini

Founder and CEO, Mighty Networks

Age: 51

Director since: 2018

 

TEGNA Committees:

Audit
Leadership, Development and Compensation

 

 

 

 

 

 

 

 

 

 

 

 

Professional Experience:

Ms. Bianchini is Founder and Chief Executive Officer of Mighty Networks (formerly known as Mighty Software, Inc.), a position she has held since September 2010. She served as Chief Executive Officer of Ning, Inc. from 2004 to March 2010. Ms. Bianchini also served as a director of Scripps Networks Interactive, Inc. through 2018, as a director of Empower Ltd until July 2021, and as a director of Empower’s successor, Holley Inc., until May 2022.

 

Qualifications and Strategy-Related Experience:

Expertise, vision and creativity in the rapidly evolving world of digital media
Deep knowledge of social media and community building technology platforms
Experience with oversight of acquisitions, equity investments, and investor relations
Significant digital and start-up experience

 

 

2  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: Information about the TEGNA Nominees

 

 

 

 

 

 

 

 

 

 

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Howard D. Elias

Chair of TEGNA; Retired Chief Customer Officer and President, Services and Digital, Dell Technologies

Age: 66

Director since: 2008

 

TEGNA Committees:

Executive (Chair)
Governance, Public Policy and Corporate Responsibility

 

 

 

 

 

 

 

 

 

 

 

 

Professional Experience:

Mr. Elias was named the Chair of TEGNA in April 2018. He retired from his position as President, Services and Digital, of Dell Technologies in 2023 after having served in such role since September 2016. Prior to that, he served as President and Chief Operating Officer, EMC Global Enterprise Services from January 2013 to September 2016 and was President and Chief Operating Officer, EMC Information Infrastructure and Cloud Services from September 2009 to January 2013. From October 2015 through September 2016, Mr. Elias was also responsible for leading the development of EMC Corporation’s integration plans in connection with its transaction with Dell Inc. Previously, Mr. Elias served as President, EMC Global Services and Resource Management Software Group; Executive Vice President, EMC Corporation from September 2007 to September 2009; and Executive Vice President, Global Marketing and Corporate Development, at EMC Corporation from October 2003 to September 2007.

 

Qualifications and Strategy-Related Experience:

Extensive operational, managerial, and leadership experience in cloud computing, supply chain management, marketing, corporate development and global customer support
Experience overseeing M&A, new business development and incubation, and integration of acquisitions
Comprehensive global business and management experience in information technology

 

 

 

 

 

 

 

 

 

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Stuart J. Epstein

Chief Financial Officer, Meadowlark Media

Age: 61

Director since: 2018

 

TEGNA Committees:

Audit (Chair)
Executive
Leadership Development and Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Experience:

Mr. Epstein is the Chief Financial Officer of Meadowlark Media, a premium content studio and creator network, focused primarily on sports. Previously, he was a Board Member and Chief Financial Officer of DAZN Group, the global live sports streaming service, a position he held from June 2018 to January 2022. He served as Co-Managing Partner of Evolution Media (within CAA) from September 2015 to September 2017, and as Executive Vice President and CFO of NBCUniversal from September 2011 to April 2014. Prior to that, Mr. Epstein held various positions during his 23-year career at Morgan Stanley, including Managing Director and Global Head of the Media & Communications Group within the investment banking division.

 

Qualifications and Strategy-Related Experience:

Extensive knowledge of media, technology and capital markets
Deep transactional experience with complex deals involving a range of constituencies
Experience in overseeing local broadcast television stations
Significant expertise in overseeing strategic business initiatives

 

 

 

2024 PROXY STATEMENT I 3

 

 

 


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Proposal 1—Election of Directors: Information about the TEGNA Nominees

 

 

 

 

 

 

 

 

 

 

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Karen H. Grimes

Retired Partner, Senior Managing Director and Equity Portfolio Manager, Wellington Management Company

Age: 67

Director since: 2020

 

TEGNA Committees:

Audit
Governance, Public Policy and Corporate Responsibility

Other Public Company Directorships:

Corteva
Toll Brothers, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

Professional Experience:

Ms. Grimes held the position of Senior Managing Director, Partner, and Equity Portfolio Manager at Wellington Management Company LLP, an investment management firm, from January 2008 through December 2018. Prior to joining Wellington Management Company in 1995, she held the position of Director of Research and Equity Analyst at Wilmington Trust Company, a financial investment and banking services firm, from 1988 to 1995. Before that, Ms. Grimes was a Portfolio Manager and Equity Analyst at First Atlanta Corporation from 1983 to 1986 and at Butcher and Singer from 1986 to 1988. Ms. Grimes holds the Chartered Financial Analyst designation.

 

Qualifications and Strategy-Related Experience:

Financial acumen, investment expertise and a returns-focused mindset, including in media and advertising
Extensive executive-level experience and leadership abilities
Deep understanding of financial accounting and internal financial controls
Significant risk management experience
Provides a valuable investor-oriented perspective

 

 

 

 

 

 

 

 

 

img56899306_21.jpg 

 

David T. Lougee

President and CEO,TEGNA Inc.

Age: 65

Director since: 2017

 

TEGNA Committees:

Executive

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Experience:

Mr. Lougee became President and Chief Executive Officer and a director of TEGNA in June 2017. He previously served as the President of TEGNA Media from July 2007 to May 2017. Prior to joining TEGNA, he served as Executive Vice President, Media Operations for Belo Corp. from 2005 to 2007. Mr. Lougee is a past chairman of the National Association of Broadcasters (NAB) as well as the NBC Affiliates Board of Directors and the Television Bureau of Advertising (TVB) Board of Directors. He currently serves on the Board of the Broadcasters Foundation of America, and previously served as vice chairman of the Broadcast Music, Inc. Board of Directors.

 

Qualifications and Strategy-Related Experience:

Extensive expertise in management and operations
Experience in oversight of strategic acquisitions
Deep and intimate knowledge of the media industry
25 years of experience in a variety of senior leadership roles

 

 

 

4  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: Information about the TEGNA Nominees

 

 

 

 

 

 

 

 

 

 

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Scott K. McCune

Founder, MS&E Ventures; Former VP, Global Media and Integrated Marketing, The Coca Cola Company

Age: 67

Director since: 2008

 

TEGNA Committees:

Executive
Governance, Public Policy and Corporate Responsibility
Leadership Development and Compensation (Chair)

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Experience:

Mr. McCune is the Founder of MS&E Ventures, a firm focused on creating new business value for brands through media, sports and entertainment. Prior to his retirement in March 2014, Mr. McCune spent 20 years at The Coca-Cola Company serving in a variety of roles, including Vice President, Global Partnerships & Experiential Marketing from 2011-2014, Vice President Global Media and Integrated Marketing from 2005-2011, and Vice President, Global Media, Sports & Entertainment Marketing and Licensing from 1994-2004. He also spent 10 years at Anheuser-Busch Inc. where he held a variety of positions in marketing and media. Mr. McCune also serves as a director of First Tee of Atlanta and the College Football Hall of Fame.

 

Qualifications and Strategy-Related Experience:

Significant experience as a marketing executive, with an outstanding record of creating value, developing people and building organizational capabilities
Deep knowledge of multiple aspects of marketing, including integrated marketing, media, advertising, digital, licensing, sports & entertainment and experiential
Experience building global brands, leading and inspiring diverse organizations, planning and executing complex operations innovating new approaches to business, driving productivity and managing P&L

 

 

 

 

 

 

 

 

 

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Henry W. McGee

Senior Lecturer, Harvard Business School

Age: 70

Director since: 2015

 

TEGNA Committees:

Audit
Executive
Governance, Public Policy and Corporate Responsibility (Chair)

Other Public Company Directorships:

AmerisourceBergen Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Experience:

Mr. McGee has been a Senior Lecturer at Harvard Business School since July 2013. Previously, he served as a consultant to HBO Home Entertainment from April 2013 to August 2013 after serving as President of HBO Home Entertainment from 1995 until his retirement in March 2013. Mr. McGee held the position of Senior Vice President, Programming, HBO Video, from 1988 to 1995 and prior to that, Mr. McGee served in leadership positions in various divisions of HBO. Mr. McGee also serves as a director of The Black Filmmaker Foundation. He is also a former President of the Alvin Ailey Dance Theater Foundation and the Film Society of Lincoln Center. He was recognized by Savoy Magazine in 2016 and 2017 as one of the Most Influential Black Corporate Directors and in 2018 the National Association of Corporate Directors named Mr. McGee to the Directorship 100 as one of the country’s most influential boardroom members.

 

Qualifications and Strategy-Related Experience:

Significant business, leadership and management experience in media industry
Expertise in new business planning, operations, marketing and wholesale distribution
Deep understanding of the use of technology in and all aspects of wholesale distribution and international market
Extensive knowledge of leadership, corporate governance and corporate accountability

 

 

 

2024 PROXY STATEMENT I 5

 

 

 


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Proposal 1—Election of Directors: Information about the TEGNA Nominees

 

 

 

 

 

 

 

 

 

 

img56899306_24.jpg 

 

Neal B. Shapiro

President and CEO, The WNET Group

Age: 65

Director since: 2007

 

TEGNA Committees:

Governance, Public Policy and Corporate Responsibility
Leadership Development and Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Experience:

Mr. Shapiro is President and CEO of the public television company WNET, which operates three public television stations in the largest market in the country: Thirteen/WNET, WLIW and NJTV. He is an award-winning producer and media executive with a more than 35-year career spanning print, broadcast, cable and online media. Before joining WNET in February 2007, Mr. Shapiro served in various executive capacities with the National Broadcasting Company beginning in 1993 and was president of NBC News from May 2001 to September 2005. During his career, Mr. Shapiro has won numerous journalism awards, including 32 Emmys, 31 Edward R. Murrow Awards and 3 Columbia DuPont awards. He also serves on the Board of Trustees at Tufts University and as a member of the Board of Trustees of American Public Television.

 

Qualifications and Strategy-Related Experience:

Strong broadcast industry experience
Expertise in overseeing operations and strategy of news networks
Expertise in news production and reporting, journalism and First Amendment issues
Deep experience in programming and content sharing

 

 

 

 

 

 

 

 

 

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Melinda C. Witmer

Founder and CEO, Look Left Media; Former Executive Vice President, Chief Video & Content Officer, Time Warner Cable

Age: 62

Director since: 2017

 

TEGNA Committees:

Audit
Executive
Leadership Development and Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

Experience:

Ms. Witmer is the Founder and CEO of Look Left Media, a firm providing consulting and strategic advisory services in the media, sports and real estate industries, a position she has held since 2018. Prior to starting LookLeft Media, Ms. Witmer was Executive Vice President, Chief Video & Content Officer of Time Warner Cable, a position she held from January 2012 until May 2016 when Time Warner Cable was acquired by Charter Communications. Prior to that, she served as Time Warner Cable’s Executive Vice President and Chief Programming Officer from January 2007, after holding multiple senior roles with Time Warner Cable beginning in 2001. Prior to joining Time Warner Cable, Ms. Witmer was Vice President and Senior Counsel at Home Box Office, Inc.

 

Qualifications and Strategy-Related Experience:

Significant experience in the industry including media operations, telecommunications programming and content
Expert in the negotiation of content distribution agreements, including retransmission consent agreements with local broadcaster groups
Deep understanding of the changing media landscape
Experience in capitalizing on market opportunities, new technologies and emerging platforms in the media space, including innovative consumer experiences

 

 

 

6  I 2024 PROXY STATEMENT

 

 

 


img56899306_1.jpg 

 

Proposal 1—Election of Directors: Commitee Charters

 

 

Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Governance, Public Policy and Corporate Responsibility Committee, and the Leadership Development and Compensation Committee. The Governance, Public Policy and Corporate Responsibility Committee was created in August 2023 and combines responsibilities of the Company's former Nominating and Governance Committee and Public Policy and Regulation Committee. The Board also has an Executive Committee (not shown on the chart below) made up of the Board Chair, the CEO and each of the Board committee chairs, that may exercise the authority of the Board between meetings, as required. The chart below shows the current membership and chairperson of each of the standing Board committees and the number of committee meetings held during 2023 for the current committees. The chart does not reflect attendance at the Nominating and Governance Committee and Public Policy and Regulation Committee meetings that occurred before the launch of the Governance, Public Policy and Corporate Responsibility Committee. Each member of the Audit, Governance, Public Policy and Corporate Responsibility, and Leadership Development and Compensation committees meets the applicable independence requirements of the SEC and NYSE for service on the Board and each committee on which she or he serves. In addition, Lidia Fonseca and Bruce Nolop, both of whom voluntarily retired from the Board following the Company’s 2023 Annual Meeting, each qualified as an independent director in accordance with applicable NYSE listing and SEC rules while serving on our Board.

 

img56899306_26.jpg 

 

Audit Committee

The Audit Committee assists the Board of Directors in its oversight of financial reporting practices and the quality and integrity of the financial reports of the Company, including compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s internal audit function. The Audit Committee appoints and is responsible for setting the compensation of the Company’s independent registered public accounting firm. The Audit Committee reviews the Company’s independent registered public accounting firm’s qualification, performance and independence on an annual basis.

The Audit Committee also provides oversight of the Company’s internal audit function and oversees the adequacy and effectiveness of the Company’s accounting and financial controls and the guidelines and policies that govern the process by which the Company undertakes financial, accounting and audit risk assessment and risk management. In connection with the Ethics Policy, the Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of any accounting or auditing concerns. In addition, the Committee monitors the Company’s finance- and investment-related diversity and inclusion efforts, including the Company’s investment, procurement and purchasing involving minority-owned businesses.

The Audit Committee members are not professional accountants or auditors, and their role is not intended to duplicate or certify the activities of management and the independent registered public accounting firm.

The Board has determined that Stuart J. Epstein and Karen H. Grimes are each an audit committee financial expert, as that term is defined under SEC rules, and is independent, as defined in the NYSE listing rules.

Executive Committee

The Executive Committee may exercise the authority of the Board between Board meetings, except as limited by Delaware law. In 2023, the full board was able to review all items requiring Board oversight or approval, and did not require the Executive Committee to act in its stead.

 

2024 PROXY STATEMENT I 7

 

 

 


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Proposal 1—Election of Directors: Commitees of the Board of Directors

 

 

Leadership Development and Compensation Committee

As further described in the “Compensation Discussion and Analysis” (CD&A) section of this Proxy Statement, the Leadership Development and Compensation Committee discharges the Board’s responsibilities relating to the compensation of the Company’s executives and has overall responsibility for the Company’s compensation plans, principles and programs. The Committee also monitors the Company’s human resources practices, including its performance in diversity, inclusion and equal employment opportunity, and supports the Company’s commitment to diversity and inclusion and the continuation of the Company’s successful efforts to gain and maintain diversity among its employees and management.

Under its charter, the Committee may, in its sole discretion, engage, retain and compensate any compensation consultant, independent legal counsel or other adviser it deems necessary. In selecting a consultant, counsel or adviser, the Committee evaluates its independence by considering the independence factors set forth in applicable SEC and NYSE rules and any other factors the Committee deems relevant to the adviser’s independence from management.

The Committee retains Meridian Compensation Partners, LLC (Meridian) as its consultant to advise it on executive compensation matters. The Committee has determined that Meridian is an independent compensation consultant based on a review of the independence factors reviewed by the Committee.

Meridian participates in Committee meetings as requested by the chair of the Committee and communicates directly with the chair and other members of the Committee outside of meetings. Meridian specifically has provided the following services to the Committee:

Consulted on various compensation plans, policies and practices;
Participated in Committee executive sessions without management present;
Assisted in analyzing executive compensation practices and trends and other compensation-related matters;
Consulted with management and the Committee regarding market data used as a reference for pay decisions;
Consulted on the structure of the equity award program; and
Reviewed the CD&A and other compensation related disclosures contained in this Proxy Statement.

Governance, Public Policy and Corporate Responsibility Committee

The Governance, Public Policy and Corporate Responsibility Committee, which, as noted above, was formed in August 2023 and combines the responsibilities of the Board's former Nominating and Governance and Public Policy and Regulation committees, regularly monitors the composition of the Board to ensure that it has the necessary mix of skills and experience to support the Company’s strategic focus, including diversity of thought, age, experience and racial, ethnic, and gender diversity. The Committee is charged with identifying individuals qualified to become Board members, recommending to the Board candidates for election or re-election to the Board, and considering from time to time the Board committee structure and makeup. The Committee also monitors and takes a leadership role with respect to the Company’s corporate governance practices.

The Committee charter sets forth certain criteria for the Committee to consider in evaluating potential director nominees. In addition to evaluating a potential director’s independence, the Committee considers whether director candidates have relevant experience and skills to assure that the Board has the necessary breadth and depth to perform its oversight function effectively. The charter also encourages the Committee to work to maintain a board that reflects the diversity, in terms of gender, age, race, ethnicity and other self-identified diversity attributes of the communities the Company serves, and to support that goal through appropriate board-level self-assessment, nomination and recruitment processes. The Committee evaluates potential candidates against these requirements and objectives. For those director candidates who appear upon first consideration to meet the Committee’s criteria, the Committee will engage in further research to evaluate their candidacy.

The Committee periodically retains search firms to assist in the identification of potential director nominee candidates based on criteria specified by the Committee and in evaluating and pursuing individual candidates at the direction of the Committee. The Committee will also consider timely written suggestions from shareholders.

Any notice of director nomination submitted to the Company must contain the information required by the Company’s By-laws, including the information required by Rule 14a-19 of the Exchange Act in the case of a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2025 Annual Meeting. See “How do I submit a shareholder proposal or nominate a director for election at the 2025 Annual Meeting?” on page 76 for additional information.

The By-laws of the Company establish a mandatory retirement age of 73 for directors who have not been executives of the Company and 65 for directors who have served as executives, except that the Board of Directors may extend the retirement age beyond 65 for directors who are or have been the CEO of the Company.

 

8  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: Commitee Charters

 

 

The Governance, Public Policy and Corporate Committee also assists the Board in its oversight of risks relating to legal, regulatory, compliance, public policy and corporate social responsibility matters that may impact the Company’s operations, performance or reputation. The Committee’s duties and responsibilities include reviewing and providing guidance to the Board about legal, regulatory and compliance matters concerning media, antitrust and data privacy and monitoring legislative and regulatory trends and public policy developments that may affect the Company’s operations, strategy, performance or reputation. The Committee also is responsible for reviewing compliance with the Company’s Ethics Policy and assuring appropriate disclosure of any waiver of or change in the Ethics Policy for executive officers, and for reviewing the Ethics Policy on a regular basis and proposing or adopting additions or amendments to the Ethics Policy as appropriate. In addition, the Committee monitors the Company’s policies and programs relating to corporate social responsibility, sustainability, and ESG-related matters within its purview, and periodically discusses with management the Company’s initiatives for promoting racial and ethnic diversity in its news and other content.

Committee Charters

The written charters governing the Audit Committee, Governance, Public Policy and Corporate Responsibility Committee, and the Leadership Development and Compensation Committee, as well as the Company’s Principles of Corporate Governance, are posted on the Corporate Governance page of the Company’s website at www.tegna.com under the “Investors” menu. You may also obtain a copy of any of these documents without charge by writing to: TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, Attn: Secretary.

 

2024 PROXY STATEMENT I 9

 

 

 


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Proposal 1—Election of Directors: The Board's Role in Corporate Strategy

 

 

Corporate Governance

The Board and the Company have instituted strong corporate governance practices to ensure that the Company operates in ways that support the long-term interests of our shareholders. Important corporate governance practices of the Company include the following:

 

All of our directors are elected annually.

 

Our directors and senior executives are subject to stock ownership guidelines.

Eight of the nine TEGNA nominees are independent.

 

We do not have a shareholder rights plan (poison pill) in place.

We have a robust shareholder engagement program under which our independent directors and senior management typically engage with investors.

 

We have a majority vote standard for uncontested director elections and a director resignation policy.

We have an independent Board chair.

 

Our Board has adopted a proxy access by-law provision.

We maintain an ongoing board refreshment process.

 

Mergers and other business combinations involving the Company generally may be approved by a simple majority vote.

Additional information regarding the Company’s corporate governance practices is included in the Company’s Principles of Corporate Governance posted on the Corporate Governance page under the “Investors” menu of the Company’s website at www.tegna.com. See the “Compensation Discussion and Analysis” section of this Proxy Statement for a discussion of the Company’s compensation-related governance practices.

Shareholder Engagement

TEGNA is committed to acting in the best interests of its shareholders and has always viewed ongoing dialogue with investors as a critical component of the Company’s corporate governance program. The Company maintains a long-standing shareholder engagement program to discuss matters related to our corporate governance, which supplements our normal-course investor relations outreach and engagement. While these conversations occasionally cover similar topics, our shareholder engagement program described below is primarily focused on matters related to broader strategy, Board and ESG, including corporate governance.

In 2023, TEGNA reinstated this shareholder engagement program following a pause during the pendency of the since-terminated merger with Standard General. The Company’s engagement efforts took place in the lead-up to and following the 2023 Annual Meeting and were led by the Board Chair, on behalf of the Board, and members of the Company’s senior management team, including, among others, our CEO, and both our outgoing CFO and incoming CFO. The Company contacted fifteen of our largest shareholders, which, at the time of our outreach, collectively held approximately 56% of our common stock. We spoke with nine shareholders, including seven of our top ten largest shareholders, which, at the time of those meetings, collectively held approximately 43% of our common stock.

While individual conversations varied in specific focus, most focused on the following themes:

1.
TEGNA’s business and strategy;
2.
Board composition and oversight, as well as Board refreshment efforts;
3.
Recent management team transitions and heightened focus on retaining TEGNA leadership;
4.
Key ESG focus areas including developing and supporting talent, and the Company’s community and social impact; and
5.
DE&I oversight and disclosure including evaluating progress.

During these engagement meetings, the Company gathered specific feedback regarding the shareholder right to call a special meeting, which was the focus of a shareholder proposal that received majority shareholder support at the Company’s 2022 annual meeting of shareholders (the "2022 Annual Meeting"). Because our 2022 Annual Meeting took place during the pendency of the Standard General transaction and pause in engagement as referenced above, the Company did not have the opportunity to previously seek input from shareholders on this matter. Given the importance and consequence of the rights identified in the proposal, the Company believed that, before taking any definitive action, it was best to understand the rationale of shareholders who supported the 2022 proposal and the perspectives of the Company’s current shareholder base.

Investors that shared their views related to the special meeting right terms were supportive of a twenty-five percent (25%) threshold with a one-year holding period. One investor indicated that while it would prefer a ten percent (10%) threshold, it was most focused on the Board establishing a special meeting right. The Board carefully considered the shareholder feedback received, the implications of special meetings, the Company's specific history, and the other avenues through which the Company provides shareholders an

 

10  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: The Board's Role in Risk Oversight

 

 

opportunity to share perspectives and feedback with the Company and Board. Following this review, the Board approved, and recommends that shareholders approve, amendments to our Fourth Restated Certificate of Incorporation ("Certificate of Incorporation") to permit shareholders holding at least twenty-five percent (25%) of our common stock continuously for at least one year to call a special meeting of shareholders. For more information regarding this proposal, see Proposal 4, starting on Page 60 of this Proxy Statement.

In addition, during our engagement sessions certain shareholders discussed the 2023 shareholder proposal regarding ratification of executive termination pay. While none of our shareholders raised the topic of our severance practices as an area of concern during the resultant engagement sessions, some of them indicated they would support a cash severance policy. In response, in October 2023, the Committee adopted our Executive Officer Cash Severance Policy, which requires shareholder approval over any new arrangement with an executive officer of the Company that contemplates the payment of cash severance in excess of 2.99 times base salary plus target bonus.

For those who were unable to attend any of our investor meetings, our current investor presentation is available on our website at www.tegna.com. Any shareholder who has an inquiry or meeting request is invited to contact Julie Heskett, our SVP/CFO and Head of Investor Relations, at (703) 873-6747 or via email at investorelations@tegna.com.

The Board’s Role in Risk Oversight

The Board is primarily responsible for overseeing the Company’s approach to major risks and the Company’s risk management function in the context of the Company’s strategic plan and operations. In addition, the Company has implemented an enterprise risk management (ERM) program to enhance the Board’s and management’s ability to identify, assess, manage and respond to enterprise-wide strategic, market, operational and compliance risks facing the Company.

Company management has day-to-day responsibility for (1) identifying risks and assessing them in relation to Company strategies and objectives, (2) implementing suitable risk mitigation plans, processes and controls, and (3) appropriately managing risks in a manner that serves the best interests of the Company, its shareholders and other stakeholders. Management regularly reports to the Board on its risk assessments and risk mitigation strategies for the major risks of our business. Senior management and other employees also report to the Board and its committees from time to time on risk-related issues. As part of our ERM program, our Board communicates to management its expectations for evaluating Company strategy and the risks inherent in that strategy, while management provides the Board with the information necessary to evaluate risk. Our ERM program is updated on a regular basis in order to identify potential risk exposures.

Further, each committee of the Board also considers risk within its area of responsibility, with committee chairs reporting regularly to the entire Board on their committees’ efforts and findings, as noted in the following:

Responsibilities

Full Board

Primary responsibility for overseeing the Company’s risk management function and reviewing the steps management has taken to monitor and control the Company’s significant business risks, including potential financial, operational, privacy, cybersecurity, business continuity, legal and regulatory, and reputational exposures.

Audit Committee

Reviews and discusses with management the guidelines and policies developed and implemented by management to assess and manage the Company’s exposure to risk. Also reviews financial, accounting and audit risks, including risks relating to accounting and financial controls, and oversees the Company’s ERM program generally.

Governance, Public Policy and Corporate Responsibility Committee

 

Oversees and monitors the Company’s risks related to Board structure and composition, and corporate governance, as well as the Company’s risk exposure associated with media, antitrust and data privacy laws, rules and regulations, compliance with the Company’s ethics policy and public policy and corporate social responsibility, sustainability and “ESG”-related matters.

Leadership Development and Compensation Committee

Oversees and evaluates risks associated with the compensation and development of the Company’s executives and succession planning, including review of the Company’s compensation plans, policies and programs to confirm they are not structured to encourage unnecessary risk taking by executives.

With respect to risks relating to compensation matters, the Leadership Development and Compensation Committee, with the assistance of its independent compensation consultant, has reviewed the Company’s executive compensation program and has concluded that the program does not create risks that are reasonably likely to have a material adverse effect on the Company.

 

2024 PROXY STATEMENT I 11

 

 

 


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Proposal 1—Election of Directors: The Board's Role in the Oversight of Cybersecurity and Data Privacy

 

 

The Board’s Role in the Oversight of Cybersecurity and Data Privacy

Protecting the Company’s systems and our data from cyberattacks and unintentional or malicious breaches is a priority for the Company’s leaders and the Board. The Board provides oversight and receives regular updates and reports about the Company’s cybersecurity programs and policies. Information Technology (IT) leaders also provide quarterly and annual cybersecurity updates to the Board.

Cybersecurity Highlights:

The Company uses the NIST Cybersecurity Framework and has clearly defined policies and standards for all employees and technical systems.
Following the NIST Cybersecurity Framework, the Company utilizes policies, software, training programs and hardware solutions to protect and monitor our environment, including multifactor authentication on all critical systems, firewalls, intrusion detection and prevention systems, vulnerability and penetration testing and identity management systems.
The Company has an extensive patching and software update program, and performance metrics are reported to our Board on a regular basis.
We conduct annual security awareness training for all employees, and regularly conduct internal email phishing tests to validate training.
The Company has documented and tested incident response plans, which are updated annually and verified by an outside law firm with cybersecurity expertise.
We undertake frequent business impact analysis to review our technology infrastructure, partners and process dependencies and to prioritize the recovery planning governance.
We review our vendors’ cybersecurity practices before we enter into business transactions with them, and we seek to contractually obligate vendors to operate their environments in accordance with strict cybersecurity standards. We also develop contingency plans to ensure business continuity if our vendors are subject to a cyberattack that impacts our use of their systems.

The Board, through its Governance, Public Policy and Corporate Responsibility Committee (the “GPPCR”), also oversees the Company’s efforts to comply with data privacy laws and regulations. Our legal team works closely with our information technology security team and our management to address privacy issues when they arise. The GPPCR committee reviews TEGNA’s privacy policy with management on at least an annual basis to ensure our standards reflect applicable legal requirements and our current data practices. Management also provides regular updates to the GPPCR committee regarding developments in the privacy law landscape.

Data Privacy Highlights:

The Company’s employee data, including human resources and payroll data, is generally maintained by outside vendors under long-term contracts. These vendors’ data security programs are vetted by Company IT personnel, and contracts include requirements regarding the protection of our data, including reasonable assurances that data is encrypted while at rest. The Company also requires access to annual SOC-1 and/or SOC-2 compliance reports whenever available.
All of the Company’s digital properties have a privacy policy that discloses how we collect, maintain and use consumer information and describes the ways in which our audience can limit and/or opt out of our collection and use of their data. The Company also complies with applicable state consumer privacy laws, including laws enacted in California, Virginia, Connecticut, Colorado, and Utah, including by allowing residents of those states and other visitors to our digital properties to exercise the rights afforded under those laws, as further described in our privacy policy. As part of our efforts to honor user choice, we have integrated the OneTrust preference center into our television station desktop and mobile websites and mobile apps to facilitate our users’ ability to opt out of the sale and/or sharing of personal information in connection with ad targeting.
The Company strives to comply with the Payment Card Industry Data Security Standards (PCI DSS). In its efforts, the Company uses a third-party vendor to process all credit card transactions with our advertising customers. As a result, the Company does not intentionally collect its customers’ payment card data, helping us to limit the risk of exposing such data in the event of a security incident.

 

12  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: The Board's Role in Corporate Strategy

 

 

The Board’s Role in Corporate Strategy

The Board of Directors is actively involved in overseeing, reviewing and guiding the Company’s corporate strategy. Strategic business issues, including developments in our industry and industry positioning, opportunities for growth, multiyear strategic plans, investments and capital allocation, including M&A-related decisions, are discussed as a matter of regular course at our Board meetings. The Board also discusses corporate strategy throughout the year with management, both formally and informally, and during executive sessions of the Board, as appropriate.

The Board discusses the Company’s performance and results relative to our operating plan and expectations periodically throughout the year. At regular Board meetings, senior Company management makes presentations to the Board to facilitate a further in-depth and comprehensive discussion and review of the Company’s strategic and operational plans, initiatives and goals over the long, medium and short-term, as well as paths, options and alternatives to achieving such goals.

Board and committee-level discussions are also regularly infused with strategic and business themes. For example, the Governance, Public Policy and Corporate Responsibility Committee reviews the potential impact of regulatory developments on the Company’s strategy and operations and the Leadership Development and Compensation Committee seeks to ensure that the Company’s human capital management policies and programs are designed to maximize the Company’s ability to recruit, develop and retain the talent necessary to support its strategic and operational priorities.

Board Oversight of Corporate Responsibility Initiatives

The Board has oversight of the Company’s Corporate Responsibility initiatives and practices. In particular, the GPPCR committee monitors, in coordination with the Board and other Board committees regarding matters within their purview, the Company’s policies and programs relating to corporate responsibility matters, including:

TEGNA’s strategy and initiatives to serve the greater good of our local communities while strengthening our business and protecting and enhancing TEGNA’s long-term value to our employees, shareholders and communities; and
TEGNA’s policies and commitment to managing our environmental impact responsibly and sustainably, and educating the public on these issues through our journalism.

As a result of the Board’s ongoing oversight of TEGNA’s corporate responsibility and outreach to our shareholders, over the past few years we have made several enhancements to our disclosures, including:

Publishing updates to provide information on our corporate social responsibility initiatives to stakeholders.
Providing Equity and Inclusion updates to further enhance discussion of diversity and leadership initiatives and the progress made on each of our 2025 DE&I goals.
Providing an overview of our sustainability efforts to describe how TEGNA is intensifying our focus on being responsible stewards of our resources.
Aligning our reporting with the Sustainability Accounting Standards Board (SASB) guidelines for the Media & Entertainment industry in response to investor feedback.

Board Oversight of Diversity, Equity and Inclusion

The Board and management are committed to ensuring our company reflects the diversity of the communities we serve. In 2023, we continued to make progress on the five pillars we implemented in 2020 to support our 2025 DE&I goals to increase Black, Indigenous and People of Color (BIPOC) representation on our content teams, content leadership and company leadership.

To strengthen accountability with regard to diversity in the Company's governance , the Board has adopted specific areas of oversight for each Board committee regarding how TEGNA approaches diversity:

The Leadership Development & Compensation Committee is responsible for monitoring the Company’s performance in diversity, inclusion and equal employment opportunity, supporting our commitment to these principles and the continuation of our efforts to gain and maintain diversity among our employees and management.
The Governance, Public Policy and Corporate Responsibility Committee is responsible for monitoring the racial, ethnic and gender diversity of the Board. The committee also reviews with management the Company’s approach to, and initiatives and support for, promoting racial and ethnic diversity in our news and other content through inclusive journalism and racial and ethnic diversity in our editorial decision-making and leadership.
The Audit Committee is responsible for monitoring the Company’s finance and asset management-related diversity and inclusion efforts, including our investments and purchasing involving minority-owned businesses.

 

2024 PROXY STATEMENT I 13

 

 

 


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Proposal 1—Election of Directors: Corporate Social Responsibility

 

 

Corporate Social Responsibility

Our corporate social responsibility practices are designed to strengthen our business while protecting and enhancing TEGNA’s long-term value for all our stakeholders—our communities, our employees, and our shareholders.

 

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Under the oversight of the Governance, Public Policy and Corporate Responsibility Committee, the Company’s environmental policy focuses on being responsible stewards of our resources by centering on environmentally responsible business operations, management of our carbon footprint and energy conservation.

Our stations continue to bring focus on environmental and sustainability issues across the country and the globe. They regularly report on environmental and climate issues that impact their communities and, increasingly, they are generating stories about the solutions to address those effects.

NEWS Center Maine continued its commitment to raising awareness, fostering understanding, and catalyzing action in the face of climate change. By bringing stories to viewers each week, the station aims to empower its community to be stewards of Maine’s natural beauty and architects of a sustainable future.
WWL in New Orleans investigated saltwater intrusion and its impact and risk to the community. As saltwater comes up the Mississippi River it impacts local water supplies; the station educates the community about what specific water supplies are impacted, and when residents need to make the switch to bottled water for safety reasons. WWL also outlines what the Army Corps of Engineers is doing to mitigate risk and improve water safety and reliability, including shifting project timelines.
KXTV in Sacramento continued coverage on the California drought and its impact in the community, including welcome news in the spring on how the winter brought an unexpected deluge to the state, improving the short-term drought outlook.
KUSA, in Denver, pursued in court the release of text messages from employees’ personal phones from the night a hailstorm injured more than 100 people at Red Rocks Amphitheater in June. A judge ruled from the bench that the texts were indeed public records and ordered their release, setting a precedent. The text messages proved that improvements are necessary to the steps taken to warn fans about severe weather threats.
WUSA in Washington, D.C., continued its #EnvironmentMatters Initiative through community service projects, education-focused events, and environmental storytelling. The station held four Recycle Days covering all locations in the greater DMV area, collecting items ranging from electronics to youth sports equipment.

 

Four area middle schools submitted environmental projects to the station and received educational support and materials from The Smithsonian Science and Education Center; each school was also awarded $5,000 from corporate sponsor Washington Gas to develop their projects. In addition, the WUSA meteorology team visited local elementary and middle schools and produced at least two stories per week on environmental issues.

Three TEGNA stations in Texas (WFAA in Dallas, KVUE in Austin, and KHOU in Houston) covered the Electric Reliability Council of Texas’s (ERCOT) work to ensure a stable power grid for Texans, including informing viewers on specific times when ERCOT is requesting energy conservation efforts from residents. The stations investigated concerns that winter could once again strain Texas’s power grid, and what ERCOT’s plan is for power reserves.

 

TEGNA stations also support environmental and sustainability issues through the TEGNA Foundation’s Community Grants program. WXIA in Atlanta provided support to the Greening Youth Foundation for job training for careers in sustainability, conservation and the environment. WKYC in Cleveland supported educational programs for middle school students at the Great Lakes Museum of Science. KTHV in Little Rock supported an AmeriCorps program, Full Circle FarmCorps, focused on community gardening.

 

Sustainability Practices: TEGNA continued to focus on reducing business travel by using video conferencing technology across the company. We continue to apply thoughtful energy efficiency strategies, including updating stations’ studio lighting to LEDs, replacing inefficient HVAC systems and replacing roofs with energy efficient materials. To operate in an environmentally friendly way, our environmental policies include practices for recycling and responsible disposal of technology products and equipment such as batteries and reducing the waste we generate at corporate offices and in production processes. We regard environmental responsiveness and resource conservation as an integral part of business management, and we support finding sound solutions to environmental problems that may arise. Each employee is expected to work toward these goals and is encouraged to advise their supervisor promptly of any situation that may be in conflict with our environmental policy.

 

 

14  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: Corporate Social Responsibility

 

 

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We are committed to building a more diverse, equitable and inclusive culture. Our Board and management team early in 2021 undertook several initiatives to drive meaningful and sustainable progress toward becoming more inclusive and racially diverse, including setting quantifiable five-year Diversity, Equity and Inclusion goals. We established these goals with the belief that a deliberate approach and focus on improving Black, Indigenous and People of Color (BIPOC) representation on content teams, content leadership and company leadership roles will enable us to make the biggest impact to our inclusive culture and in the news reporting we provide in our communities.

To support our goals, we are actively seeking diverse talent through recruiting and professional development, investing in a

 

multiyear Inclusive Journalism program, gathering regular input from our employees and providing training and learning opportunities.

In 2023, TEGNA continued to make progress toward achieving our DE&I goals. We know there is much more work to do, and progress takes a daily commitment. With the support of our Board of Directors, management team, station management, input from our local Diversity & Inclusion working groups, and our employees, we are proud of the gains we have made in diversifying our workforce, creating a more inclusive culture, and ensuring our storytelling reflects the communities we serve.

 

 

2025 Diversity and Inclusions Goals and 2023 Progress

 

 

 

 

 

 

 

Content Teams: Increase the diversity of our content teams (news, digital and marketing employees) to reflect the aggregate BIPOC* diversity of the communities we serve, which is ~36%.

Content Leadership: Increase BIPOC representation in content leadership roles by 50%.

Company Leadership: Increase BIPOC representation across all management roles within the organization by 50%.

 

* BIPOC = Black, Indigenous, and People of Color

CONTENT

TEAMS

CONTENT

LEADERSHIP

COMPANY

LEADERSHIP

ALL
EMPLOYEES

2025

BIPOC Goals

Reflect markets

at ~36%

Increase by 50%

Increase by 50%

On track

On track

On track

2023

BIPOC Progress

1/1/21 – 27%

12/31/21 – 30%

12/31/22 – 32%

12/31/23 – 33.1%

1/1/21 – 17%

12/31/21 – 20%

12/31/22 – 23%

12/31/23 – 24.3%

1/1/21 – 16%

12/31/21 – 18%

12/31/22 – 20%

12/31/23 – 21%

1/1/21 – 25%

12/31/21 – 27%

12/31/22 – 29%

12/31/23 – 29.7%

2023

Female Representation

1/1/21 – 46%

12/31/21 – 46%

12/31/22 – 45%

12/31/23 – 44%

1/1/21 – 45%

12/31/21 – 44%

12/31/22 – 44%

12/31/23 – 43%

1/1/21 – 41%

12/31/21 – 42%

12/31/22 – 42%

12/31/23 – 41%

1/1/21 – 47%

12/31/21 – 47%

12/31/22 – 47%

12/31/23 – 46%

ASIAN

BLACK OR
AFRICAN
AMERICAN

HISPANIC
OR LATINO

WHITE

OTHER

N/A*

 

All Employees

3.2%

12.8%

11.0%

67.9%

2.7%

2.4%

 

* N/A = not available or not disclosed

 

 

2024 PROXY STATEMENT I 15

 

 

 


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Proposal 1—Election of Directors: Corporate Social Responsibility

 

 

 

The following are the five pillars that support achieving our DE&I goals and notable progress we have made in 2023:

Talent Pipeline and Bench Strength: Increase partnerships with diverse professional organizations, historically black colleges and universities (HBCUs), Hispanic-serving institutions, and universities. Continue building on our existing internship, Producer-in-Residence, and other programs.
o
Progress: We continued to expand our partnerships with the National Association of Black Journalists, National Association of Hispanic Journalists, and Asian American Journalists Association through engagements at both the national and local level. Our trailblazing Producer-in-Residence program increased its class size from 2021, with 64% of participants represented by people of color, and 76% of participants identifying as female. Our paid Summer Intern Program experienced similar success, with people of color representing 56% of our interns. Additionally, while we have had a focus on our content teams, in partnership with our sales leaders, our talent organization launched our first-ever Sales-in-Residence program, designed to enhance a diverse early-career talent pipeline into sales generating roles. 67% of our inaugural class was represented by people of color.
Leadership Compensation Tied to Diversity and Inclusion Goals: Enhance our diversity and inclusion goals for key leaders in the organization.
o
Progress: We delivered on our commitment to ensure that D&I goals are embedded meaningfully into both our annual performance management and our bonus processes for 2023. We also finalized our 2024 measures for key leaders.
Multi-Year Inclusive Journalism Program: Development and launch of customized, multi-year inclusive journalism program with expert external partners.
o
Progress: Begun in 2020, TEGNA’s Inclusive Journalism Program continues to bring meaningful change to our 49 newsrooms and their coverage. The customized program, developed in partnership with the Poynter Institute, strives to deliver storytelling that reflects the communities TEGNA serves while enhancing our stations’ racial diversity and inclusion. In 2023, Inclusive Journalism Program training for all new content employees continued, and the second leadership program for middle managers – an initiative started in 2022 – was held in an effort to increase diversity in content and other leadership positions. The third round of diversity and inclusion audits by Horowitz Research began at stations and includes broadcast, digital and marketing content. These audits foster fresh ways for newsrooms to engage and better represent their communities, including creation of Race and Culture positions and units, community days so journalists can develop relationships with underrepresented communities, and community Equity and Inclusion committees.

 

As a result of this program, several stations have begun programs that cover traditionally underrepresented communities and topics, including KARE’s Lifting Voices initiative in Minneapolis-St. Paul, KSDK’s RACE: Listen. Learn. Live., and WXIA in Atlanta’s Voices for Equality.

Leverage Insights from Employee Feedback: Employ employee input to improve our action planning and accountability.
o
Progress: In 2023, we conducted a companywide Employee Survey that showed significant improvement in employees’ belief that we are committed to the hiring and promotion of BIPOC individuals. This is also reflected in our diverse workforce. Additionally, our local D&I teams at stations continued to partner with local leaders to apply ideas that enhance inclusion at our stations. Input from these groups led to several actions, including development of an inclusive leadership interview matrix, as well as establishment of local diverse interview panels, local mentoring networks, and inclusive hiring training for managers, among others.
Employee Training: Provide employees with ongoing resources and platforms to increase learning and discussion on D&I topics to support a culture of belonging.
o
Progress: In 2022, we launched a comprehensive resource for all employees related to all D&I related information, including our companywide Diversity in Action newsletter, D&I Roundtable series, and stories from our Race and Culture teams across TEGNA. Recently, a new section has been added to allow local station D&I committees to share local updates. In February, we launched a monthly series to highlight employees’ unique cultural perspectives called “Share Your Culture.” Launched in 2022, the Diversity in Action newsletter provides regular D&I updates for all employees and was distributed on a bi-monthly basis throughout 2023. The newsletter also included highlights from stations’ reporting focused on diverse communities and topics, best practices shared by local D&I committees, and D&I resources for continued learning. Inclusive Hiring training, developed in partnership with TEGNA’s recruiters, was offered to hiring managers for a third year. Training is also available to human resources business partners and general managers. The Office of Diversity and Inclusion also offers training to prevent and address microaggressions. TEGNA has continued its partnership first developed in 2021 with the National Center for Civil and Human Rights (NCCHR). NCCHR has provided training on topics such as Defining DEI, Implicit Bias, and Microaggressions, with new training modules scheduled to be available in 2024

 

 

 

 

 

 

 

 

16  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: Corporate Social Responsibility

 

 

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Our people play an important role in our success in today’s rapidly evolving media landscape. The Board’s Leadership Development and Compensation Committee oversees our human capital management objectives to attract, retain and develop the highest caliber talent in our industry. Our human resources programs are designed to support these objectives by offering competitive pay, industry-leading benefits and development and growth opportunities. We strive to foster equity and inclusion in our culture through our human resources, diversity and journalism programs and policies.

Employee Well-Being: Maintaining the health and well-being of our employees and their families is a top priority for our company. We provide a host of industry-leading benefits to help our employees live healthier, more fulfilled and happier lives at work and beyond. We regularly review and update the benefits we offer to respond to our employees’ changing needs. TEGNA benefits offer:

Plan Choice: TEGNA offers two medical plans, a Consumer Choice Health Plan (CCHP) and a Preferred Provider Organization (PPO) plan. Both plans offer access to the same network of providers, preventive care options and affordable prescription medication. Our plans are designed to support the various life stages of our employees and their families.
Free Dental Coverage for Children: Employees can elect dental coverage from Delta Dental of Virginia without a TEGNA medical plan. Delta Dental’s Right Start 4 Kids program offers 100% coverage for diagnostic, preventive, basic, and major services for dependent children up to age 13.
Enhanced Prescription Drug Care: TEGNA has partnered with PrudentRx to cover certain specialty medications at 100%. Our prescription drug partner, CVS Caremark, has launched Caremark® Cost Saver™ to provide automatic access to GoodRx’s prescription pricing, ensuring employees always pay the lower price for generic medications.
Virtual Telehealth: In today’s mobile world, having access to healthcare on-the-go is important. Through Teladoc®, employees have 24/7 access to on-demand U.S. board-certified doctors and clinicians for non-emergency or general medical care who are available through video, phone or mobile app. TEGNA covers up to nine visits per family annually.

Mental Well-Being: TEGNA provides employees a wide variety of mental health related benefits:

Spring Health provides convenient, comprehensive and confidential wellness services, available 24/7. The program covers 12 therapy sessions annually for employees and each of their family members – even if the employee is not enrolled in TEGNA’s medical plans. Employees are paired with a Care Navigator, a licensed mental health professional, for hands-on

 

guidance and care coordination. They can also recommend other in-network providers.

For employees on TEGNA’s benefits plan, BlueCross BlueShield of Texas offers telehealth benefits that deliver live video or phone consultations with a provider, including mental health providers.
Throughout 2023, we hosted mental health webinars focusing on winning the battle against burnout, mindfulness to improve sleep and journaling, as well as special webinars focused on current events that may impact employee well-being.

 

Life and Family: TEGNA also provides a number of benefits to support our employees in their personal and family life, including:

TEGNA 401(k) Savings Plan: TEGNA’s 401(k) Savings Plan helps employees save now so they can experience financial security in the future. All employees, including part-time and temporary employees, can participate in the program. Contributions made up to the first four percent of pay are eligible for a 100 percent match from the company. Employees are immediately 100 percent vested in all contributions, including the company match.
Fertility Benefits: Fertility Benefits are covered at no additional cost to employees enrolled in TEGNA’s medical plans. The plan connects employees to the highest quality fertility specialists across the U.S. who use the latest advancements in science and technology to increase the chances of a healthy and successful pregnancy.
Parental Leave: All new parents receive at least six weeks of parental leave to focus on their growing family. Women who give birth can take a minimum of 12 weeks maternity leave paid at 100 percent.
Adoption or Surrogacy Assistance: Adoption and surrogacy assistance helps to pay for expenses incurred in building a family. The plan will reimburse 100 percent of eligible expenses to a maximum of $10,000.
Family First Caregiving Assistance: Employees have access to Family First,which provides care plans, ongoing support, and help managing legal, emotional and financial issues related to caring for aging parents or chronically ill family members.
Care@Work: A partnership with Care@Work by Care.com helps employees manage family care needs while balancing work, including child, elder or pet care. Through the premium membership, employees have unlimited access to find local caregivers 24/7 and the ability to message caregivers and review background check options.
Volunteerism and Matching Gifts. Our mission to serve the greater good of our communities goes beyond keeping our

 

 

2024 PROXY STATEMENT I 17

 

 

 


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Proposal 1—Election of Directors: Corporate Social Responsibility

 

 

 

audience informed and safe. TEGNA and our stations take an active role in helping make our communities better places to live and work. Through the TEGNA Foundation, employees receive 10 hours of PTO annually for volunteer work and receive a Matching Gift for donations to the causes and nonprofits important to them.

Time Away: Time away from the office is an important benefit that enables employees to relax and refresh mentally and physically. TEGNA’s paid time off program gives them the flexibility to take time off by combining vacation, sick and floating holidays. Company holidays are observed throughout the year guidance and care coordination. They can also recommend other in-network providers.

Talent Development and Performance Management: TEGNA provides a range of learning and development opportunities for employees and leaders to help expand their skills, prepare them to step into larger roles in the future and grow their careers.

We are investing in and growing our talent pipeline through specialized programs for managers and leaders, content and sales employees, and high-potential early career talent, including:

Manager Training: We invest in the learning and development of our managers as we believe they are critical to the company’s long-term success. Our manager training is based on TEGNA’s critical leadership skills and provides a targeted and progressive curriculum. The curriculum delivers tailored content for managers depending on their leadership level. This program includes content on foundational policies and procedures, how to lead effectively, how managers can foster a high-performing team and how to lead strategically through change and collaboration. In 2022 and 2023, we trained 175 manager and director-level employees for a total of 3,500 hours of dedicated leadership training.
Leadership Development Programs: Based on our critical leadership skills, we enhanced our formal leadership development programs, including Leadership in Action and Executive Leadership Development, to ensure our current and future director-level and VP-level talent have the necessary development and training to prepare them to step into larger leadership roles in the future. In 2023, our Leadership in Action group was comprised of 26 leaders, with 35% of participants represented by people of color and 50% identifying as female. Since each program’s inception, we’ve graduated close to 100 leaders. As an outcome of our Executive Leadership Program, 43% of participants have been promoted into general manager or larger leadership roles in the organization. Twenty-six percent of participants in our Leadership in Action Program have been promoted into director-level roles, with the last group graduating at the end of 2023.
News Leadership Forum: The News Leadership Forum is an eight-month, all-virtual training program to prepare future news and digital leaders in our company. The goal of the program is to prepare our content leaders for day-to-day operational newsroom responsibilities, including leadership. In 2023, we completed one class comprised of 51 participants with 51% of participants represented by journalists of color and 57% identifying as female. News Leadership Forum participants completed more than 35 hours of training during this program between 2022 and 2023.

 

Sales Training: We provide our sales teams with training opportunities to increase their skills and knowledge. In 2023, we held seven workshops to develop better understanding of our Premion product and over-the-top (OTT) advertising among our salesforces. We also offered a Confidence Builder Series, providing resources and insights to our sales teams focused on multiple aspects around sales, including client success stories, prospecting and connecting tips, and client thought leadership. In addition to the Premion workshops offered in 2023, our sales and digital sales teams were offered hundreds of hours of ongoing opportunities for virtual training and best practices sharing, in addition to in-person trainings during station visits.

We have also developed and implemented a variety of training courses to help foster our high-performing and accountable culture. Courses offered in 2023 included:

How to create a S.M.A.R.T. (specific, measurable, attainable, relevant, and time-based) performance goal.
How to give and receive feedback

To support professional development across the company, training is provided for employees and managers on how to write effective performance reviews, how to create performance and development goals, and how to have career coaching conversations.

To grow and develop new talent, TEGNA offers the following early career programs:

Producer-in-Residence Program: TEGNA’s Producer-in-Residence (PIR) program has grown to one of the largest entry-level producer development programs in the industry. We search for PIR participants at major journalism schools as well as regional universities and colleges, including several historically Black institutions, with more than 61% of participants in the program being journalists of color since its launch in 2018. The program includes a producer boot camp followed by two years of early career training as a producer at one of our local stations. In the last six years, we have promoted 83% of the 180 graduates hired into a regular producer position at a TEGNA station before the end of two years. In 2023, we hired 50 program graduates, with 64% represented by journalists of color and 60% identifying as female.
Summer Intern Program: TEGNA’s Summer Intern program provides rising college seniors with meaningful work assignments, connections to the communities we serve, and career development opportunities. We offer a variety of intern tracks, including producer, advertising/sales and marketing. The program has improved our intern-to-employee conversion rate and has notably increased diversity in our early career roles. In 2023, TEGNA employed 36 interns, with 56% of participants represented by people of color and 72% identifying as female.

Journalist Safety: Our head of security and safety coordinates ongoing safety training in all our newsrooms as part of our protection protocols for journalists.

Culture of Respect: TEGNA’s culture is built on treating everyone with respect, and this focus shapes how our employees interact with each other, our viewers, users and clients.

 

 

18  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: Corporate Social Responsibility

 

 

 

Content Training: We offer ongoing learning and development opportunities for our content teams to improve their storytelling and production skills, help them to create more innovative content, improve on digital and social training, share best practices and more. Content leaders in our newsrooms were offered more than 600 hours of training opportunities in 2023.

Equal Employment Opportunity: TEGNA is a proud equal opportunity employer. We are a drug free, EEO employer committed to a diverse workforce. We encourage and consider all qualified candidates regardless of race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity, family responsibilities, disability, enrollment in college or vocational school, political affiliation, veteran status, or genetic information. TEGNA complies with all applicable laws related to accommodations.

 

 

Harassment and Discrimination: We commit to our employees that the TEGNA work environment will be free from all forms of discrimination. This includes harassment on the basis of race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity, family responsibilities, disability, enrollment in college or vocational school, political affiliation, veteran status or genetic information. We do not tolerate harassment or discrimination of our employees, nor do we tolerate workplace violence of any type. Employees who feel they have been subjected to sexual harassment, or harassment on any other basis, should immediately report the incident to their supervisor, department head or a human resources representative. An option for anonymous reporting is also available. Retaliation against anyone for complaining about harassment or discrimination, or for participating in the investigation of a complaint of harassment or discrimination, is against TEGNA policy and will not be tolerated.

 

 

 

2024 PROXY STATEMENT I 19

 

 

 


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Proposal 1—Election of Directors: Corporate Social Responsibility

 

 

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With our purpose to serve the greater good of our communities, TEGNA and our stations take an active role in helping make our communities better places to live and work. In 2023, TEGNA was recognized by The Civic 50 for a fourth consecutive year as one of the 50 most community-minded companies in the United States and the Telecommunications Sector Leader.

Through the TEGNA Foundation, we work to improve lives in the communities we serve by contributing to a variety of local charitable causes through Community Grants. Through its other programs, the Foundation invests in the future of the media industry through Media Grants, supports employee giving and volunteerism, and contributes to a variety of charitable causes.

Local Community Grants: The TEGNA Foundation’s local Community Grants program is the main vehicle for distributing charitable donations within our communities. Each year, TEGNA stations identify pressing needs in their communities and partner with local nonprofit organizations to help address these issues. Grants are distributed within the United Nations Sustainable Development Goal framework, with the majority of 2023.
Supporting Local Causes: In addition to the Community Grants program, TEGNA stations help to raise more than $100 million each year to support diverse local causes that address specific needs in our communities.
Employee Giving & Giving Time: TEGNA employees also give back to their local communities by volunteering for and donating to the causes that matter most to them. In 2023, TEGNA Foundation matched employee donations to the nonprofits most meaningful to them. As a result, the Foundation approved 2,400 employee matching gifts. Over 1,000 unique nonprofits were reached through TEGNA employees’ giving. Their donations combined with TEGNA

Foundation matches totaled more than $1.5 million. TEGNA supports employee participation in charitable causes, providing 10 hours of paid time off annually for volunteer work in addition to our employee matching gift program.

Supporting Our Industry: The TEGNA Foundation in 2023 awarded 11 annual Media Grants, totaling $135,000, to support training for the next generation of diverse journalists; education and development opportunities for journalists and other professionals in the media field; and protection of First Amendment freedoms. Organizations that received Media Grants in 2023 include: American Bar Association Fund for Justice and Education, Asian American .

 

Journalists Association, Carole Kneeland Project for Responsible Television Journalism, Investigative Reporters & Editors, Inc., National Association of Black Journalists, National Association of Hispanic Journalists, Indigenous Journalists Association, Online News Association, Poynter Institute for Media Studies Inc., Radio Television Digital News Foundation, NLJGA: The Association of LGBTQ+ Journalists

Equity and Inclusion Grantmaking: 2023 marked the second year of TEGNA Foundation’s formalized DE&I Grantmaking program, an employee-led grants program recommending grants that provide critical support and resources to underserved groups or communities. The program particularly favors making grants to organizations that are led by a diverse staff and serving the communities where TEGNA does business. In 2023, this grant committee recommended 39 grants to support local efforts in environmental justice, disability pride awareness, the LGBTQ+ youth and senior communities, and the Hispanic and Asian American communities.
Special Grantmaking: The TEGNA Foundation also made several special grants, including:   
o
Continued support for the mission of Reporters Committee for Freedom of the Press, to protect the right to gather and distribute news.
o
Support for Freedom of the Press Foundation’s cybersecurity trainings for journalists.
o
Support for broadcasters in need, through the Broadcasters Foundation of America
o
Support for The Media Institute in its nonpartisan efforts to promote freedom of speech and encourage a competitive media environment and communications industry.
o
Support for T. Howard Foundation’s programs seeking to increase diversity in the media industry.
o
Support for International Radio & Television Society Foundation’s mission to build future leaders and increasing diversity in the media industry.

TEGNA also serves and supports our communities by offering free airtime for nonprofits and charitable organizations to broadcast public service announcements (PSAs) that serve the public interest. In 2023, TEGNA stations provided $20 million in free airtime for PSAs.

 

 

20  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: Annual Board Performance Evalutaion

 

 

Annual Board Performance Evaluation

The Company conducts an annual Board performance evaluation process in which the Board either retains an independent consultant experienced in corporate governance matters to conduct an in-depth study of the Board’s effectiveness and to assist it with the annual performance process or conducts Board and committee self-evaluations using written questionnaires. In addition, our independent Board Chair regularly speaks with other Board members and receives feedback regarding Board and committee practices and management oversight.

In 2023, the Board and each committee performed a confidential assessment of their effectiveness using written questionnaires developed with the assistance of an independent consultant that is experienced in corporate governance matters. The results of the evaluation process were reported to the Board and are being applied to enhance the overall operation and effectiveness of the Board and its committees.

Ethics Policy

The Company has long maintained a code of conduct and ethics (the “Ethics Policy”) that sets forth the Company’s policies and expectations. The Ethics Policy, which applies to every Company director, officer and employee, addresses a number of topics, including conflicts of interest, relationships with others, corporate payments, the appearance of impropriety, disclosure policy, compliance with laws, corporate opportunities and the protection and proper use of the Company’s assets. The Ethics Policy meets the NYSE’s requirements for a code of business conduct and ethics as well as the SEC’s definition of a code of ethics applicable to the Company’s senior officers. Neither the Board of Directors nor any Board committee has ever granted a waiver of the Ethics Policy.

The Ethics Policy is available on the Corporate Governance page of the Company’s website at www.tegna.com under the “Investors” menu. You may also obtain a copy of the Ethics Policy without charge by writing to: TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, Attn: Secretary. Any additions or amendments to the Ethics Policy, and any waivers of the Ethics Policy for executive officers or directors, will be posted on the Corporate Governance page under the “Investors” menu of the Company’s website and similarly provided to you without charge upon written request to this address.

The Company has a telephone hotline staffed by an independent third party for employees and others to submit their concerns regarding violations or suspected violations of the Company’s Ethics Policy or violations of law and for reporting any concerns regarding accounting or auditing matters on a confidential anonymous basis. Employees and others can report concerns by calling 1-800-695-1704 or by emailing or writing to the addresses provided in the Company’s Whistleblower Protection & Ethics Violations Reporting Policy found on the Corporate Governance page of the Company’s website at www.tegna.com under the “Investors” menu. Any concerns regarding accounting or auditing matters so reported will be communicated to the Company’s Audit Committee.

Our Company has not had compensation committee interlocks with any other company, nor has our Company engaged in any material related transactions since January 1, 2023, the first day of our last fiscal year. Although no such related transactions have occurred or are anticipated, the Board has adopted a related person transaction policy that outlines the procedures that the Board will follow in connection with reviewing any future transactions involving the Company and related persons. The policy takes into account the categories of transactions that the Board has determined are not material in making determinations regarding independence and requires directors and executive officers to notify the Company’s general counsel of any potential related person transactions.

 

2024 PROXY STATEMENT I 21

 

 

 


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Proposal 1—Election of Directors: Report of the Audit Comitte

 

 

Report of the Audit Committee

During fiscal years 2022 and 2023, the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), billed the Company the following fees and expenses:

 

 

 

2022

 

2023

 

Audit Fees (1)

 

$

2,543,463

 

$

2,750,000

 

Audit-Related Fees (2)

 

$

305,000

 

$

405,000

 

Tax Fees (3)

 

$

132,468

 

$

268,537

 

All Other Fees (4)

 

$

900

 

$

900

 

Total

 

$

2,981,831

 

$

3,424,437

 

 

(1)
Audit Fees include professional services rendered in connection with the annual integrated audit of the Company’s consolidated financial statements, internal control over financial reporting, and the review of quarterly reports on Form 10-Q. In 2022, Audit Fees also include payment to PwC of $59,000 related to proxy work. In 2023, Audit Fees also include billing by PwC of $95,000 for valuation and accounting work relating to the Company's investment in MadHive, Inc., $44,000 for debt comfort work related to the Standard General merger, and $35,000 for accounting work relating to the Company's share repurchase program. These fees were pre-approved by the Audit Committee as described below.
(2)
Audit-Related Fees include professional services rendered in connection with the audit of employee benefit plans and merger/acquisition-related work. In 2022, the Company incurred audit-related fees of $185,000 for review of the Company’s employee benefit plans and $120,000 related to technical accounting support for the Standard General merger. In 2023, the Company incurred audit related fees of $200,000 for review of the Company’s employee benefit plans, $180,000 related to due diligence for the Octillion acquisition, and $25,000 related to technical accounting support for the Standard General merger. All of these services were pre-approved by the Audit Committee as described below.
(3)
Tax Fees principally relate to tax planning services and advice in the U.S. For 2023, Tax Fees also include $225,000 in services related to the termination of the Standard General merger agreement. All of these services were pre-approved by the Audit Committee as described below.
(4)
All Other Fees relate to the Company’s use of PwC’s disclosure checklist tool.

The Audit Committee has adopted a policy for the pre-approval of services provided by the Company’s independent registered public accounting firm. Under that policy, particular services or categories of services have been pre-approved, subject to a specific budget. Periodically, but at least annually, the Audit Committee reviews and approves the list of pre-approved services and the maximum threshold cost of performance of each. The Audit Committee is provided with a status update on all services performed by the Company’s independent registered accounting firm periodically throughout the year and discusses such services with management and the independent registered accounting firm. Pursuant to its pre-approval policy, the Audit Committee has delegated pre-approval authority for services provided by the Company’s independent registered accounting firm to its Chair, Stuart J. Epstein. Mr. Epstein may pre-approve up to $100,000 in services provided by the independent registered accounting firm, in the aggregate at any one time, without consultation with the full Audit Committee, provided that he reports such approved items to the Audit Committee at its next scheduled meeting. In determining whether a service may be provided pursuant to the pre-approval policy, the primary consideration is whether the proposed service would impair the independence of the independent registered public accounting firm.

In connection with its review of the Company’s 2023 audited financial statements, the Audit Committee received from PwC written disclosures and a letter regarding PwC’s independence in accordance with applicable requirements of the Public Company Accounting Oversight Board (PCAOB), including a detailed statement of any relationships between PwC and the Company that might bear on PwC’s independence, and has discussed with PwC its independence. The Audit Committee considered whether the provision of non-audit services by PwC is compatible with maintaining PwC’s independence. PwC stated that it believes it is in full compliance with all of the independence standards established by the various regulatory bodies. The Audit Committee also discussed with PwC various matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

The Audit Committee met with management, the Company’s internal auditors and representatives of PwC to review and discuss the Company’s audited financial statements for the fiscal year ended December 31, 2023. Based on such review and discussion as well as the Committee’s reviews and discussions with PwC regarding the various matters mentioned in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Form 10-K for the 2023 fiscal year. The Board approved that recommendation.

Audit Committee

Stuart J. Epstein, Chair

Gina L. Bianchini

Karen H. Grimes

Henry W. McGee

Melinda C. Witmer

 

22  I 2024 PROXY STATEMENT

 

 

 


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Proposal 1—Election of Directors: Annual Board Performance Evalutaion

 

 

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm

(Proposal 2 on the proxy card)

The Audit Committee of the Board of Directors is responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm.

The Audit Committee has appointed PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024. We believe that the appointment of PwC is in the best interests of the Company and its shareholders. Upon the recommendation of the Audit Committee, the Board of Directors is submitting the appointment of PwC as the Company’s independent registered public accounting firm for shareholder ratification at the 2024 Annual Meeting.

 

The Board of Directors unanimously recommends that shareholders vote “FOR” the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the current year.

 

Our By-laws do not require that the shareholders ratify the appointment of PwC as our independent registered public accounting firm. We are seeking ratification because we value our shareholders’ views on the Company’s independent registered accounting firm and believe it is a good corporate governance practice. If the shareholders do not ratify the appointment, the Audit Committee will reconsider whether to retain PwC, but in its discretion may choose to retain PwC as the Company’s independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if it determines that a change would be in the best interests of the Company and its shareholders.

A representative of PwC is expected to attend the 2024 Annual Meeting. The representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.

 

2024 PROXY STATEMENT I 23

 

 

 


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Executive Compensation: Executive Summary

 

 

Executive Compensation

Compensation Discussion and Analysis

The Company faced a significant number of challenges in 2023, including the termination of the merger agreement with Standard General and continued macroeconomic headwinds and industry-wide changes impacting the broadcast ecosystem. In light of the Company's performance in the face of these significant challenges, including the Company's decisive actions taken coming out of the merger termination to refocus on the standalone business and to return capital to our shareholders, the Leadership Development and Compensation Committee of the Board of Directors (the “Committee”) believes that the 2023 compensation of our Named Executive Officers appropriately reflects and rewards their significant contributions to the Company’s performance.

The Committee continuously reviews the structure of our executive compensation program and, based on shareholder feedback over recent years, has endeavored to further strengthen the link between pay and performance, while enhancing our disclosure of executive compensation structure and practices.

This Compensation Discussion and Analysis (CD&A) explains the guiding principles and practices upon which our executive compensation program is based and the 2023 compensation paid to our Named Executive Officers (also referred to as “NEOs”), who for the 2023 fiscal year were:

 

David T. Lougee, President and Chief Executive Officer

 

Lynn Beall (Trelstad)1, Executive Vice President and Chief Operating Officer—Media Operations
Victoria D. Harker2, Executive Vice President and Chief Financial Officer (through December 31, 2023)

 

Akin S. Harrison3, Former Senior Vice President and General Counsel.
Lauren S. Fisher (Newberg)4, Senior Vice President and Chief Legal Officer

 

 

 

1.
“Beall” is Ms. Trelstad’s maiden name and the name she uses for business purposes. “Trelstad” is her married and legal name.
2.
In 2023, Ms. Harker informed the Board that she intended to retire from the Company. Pursuant to the terms of the Transition Agreement Ms. Harker entered into with the Company on August 2, 2023, Ms. Harker resigned from her position as Executive Vice President and Chief Financial Officer as of December 31, 2023. She will continue to provide services to the Company as an employee through March 31, 2024, at which time she will fully retire from the Company.
3.
Mr. Harrison resigned from the Company as of June 30, 2023.
4.
Ms. Fisher joined the Company as Senior Vice President and Chief Legal Officer on November 27, 2023. "Fisher" is Ms. Fisher Newberg's maiden name and the name she uses for business purposes. "Fisher Newberg" is her married and legal name.

 

24  I 2024 PROXY STATEMENT

 

 

 


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Executive Compensation: Executive Summary

 

 

Executive Summary

PAY FOR PERFORMANCE

The Committee supports compensation policies that place a heavy emphasis on pay for performance. Our NEOs receive a majority of their long-term equity awards as performance shares that may be earned, if at all, based on the Company’s achievement of performance goals established by the Committee. We believe this strengthens the pay for performance aspect of the Company’s long-term incentive program, and the compensation program overall. The percentage of NEO annual equity awards granted on March 1, 2023 (based on grant date value) that were performance-based were 70% for our CEO (with the remaining 30% being time-based restricted stock units (RSUs)) and 55% for each of the other NEOs (with the remaining 45% being time-based RSUs).

A MAJORITY OF OUR CEO’S 2023 TARGET PAY WAS PERFORMANCE-BASED

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2024 PROXY STATEMENT I 25

 

 

 


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Executive Compensation: Executive Summary

 

 

LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE RESPONSIBILITIES

The Committee oversees the Company’s executive compensation program and is responsible for:

 

Evaluating and approving the Company’s executive compensation plans, principles and programs, as well as overseeing the compensation program for non-employee directors.

 

Reviewing and approving on an annual basis corporate goals and objectives relevant to the compensation of the Company’s President and CEO and its other senior executives.
Administering the Company’s equity incentive plans and granting bonuses and equity awards to our senior executives.

 

Reviewing risks relating to the Company’s executive compensation plans, principles and programs.
Oversight and administrative of policies relating to the recoupment of erroneously awarded executive compensation under the Company's clawback policy.

 

 

 

The Committee also regularly reviews other components of executive compensation, including benefits, perquisites and post-termination pay. The Board has historically delegated to the Company’s President and CEO the authority for approving equity grants to employees other than our senior executives within the parameters of a pool of shares approved by the Board.

GUIDING PRINCIPLES

In making its NEO compensation decisions, the Committee is guided by the following principles:

 

Pay for performance—Compensation should place a heavy emphasis on pay for performance and substantial portions of total compensation should be “at risk.”
Attract, retain and motivate—Compensation should help us attract and retain superior executive talent and motivate key employees to ensure our overall success and long-term strength.
Fairness and Shareholder Alignment—Compensation should be fair to both executives and shareholders and should align the interests of our executives with those of our shareholders.
Pay competitively—Compensation opportunities generally should be in line with those afforded to executives holding similar positions at comparable companies, although we expect variability based on role and incumbent-specific circumstances.
Promote stock ownership—Compensation in the form of equity grants should allow our executives to acquire and maintain a meaningful level of investment in Company common stock consistent with our stock ownership guidelines. This helps to align the economic interests of our executives with those of our shareholders. The Committee regularly reviews the levels of senior executive stock ownership.

 

The following table reflects the minimum stock ownership guideline for each NEO. As of the date of this Proxy Statement, all of the Company's current NEOs exceed their minimum ownership guideline.

 

 

NAME

MINIMUM

GUIDELINE

MULTIPLE

OF BASE

SALARY

 

MR. LOUGEE

5X

 

MS. HARKER

3X

 

MS. BEALL

2X

 

MS. FISHER

1X

 

The Company’s stock ownership guidelines require that executives hold all after-tax shares they receive from the Company as compensation until they have met the stock ownership guidelines detailed above.

 

 

26  I 2024 PROXY STATEMENT

 

 

 


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Executive Compensation: