[Gannett stock ownership among board members]
If the famously rich Washington socialite Perle Mesta was once the "hostess with the most-est," then Gannett board member Karen Hastie Williams is the director with the most-est -- and the fewest.
Company documents show Williams has the most tenure on the board of directors -- yet owns the fewest number of Gannett shares outright. (See table, above.) That's ironic, of course, because it suggests she doesn't have much faith in Gannett's future -- a notable stance, since the board is supposed to represent the interests of the shareholders. What's more, Williams isn't just any board member; she is the lead independent director, making her in some respects more powerful than even Chairman and CEO Craig Dubow.
This portrait of Williams (left) was highlighted today, when Gannett filed another series of documents with the U.S. Securities and Exchange Commission. They reveal more details about how the company pay directors for their service, and came just two days after the board met for the annual shareholders meeting. The document for Williams, 65, a director since 1997, shows she is one of only three eligible directors who did not elect to be paid stock options in this latest round of awards. (The other two were Marjorie Magner and Donna Shalala.)That shouldn't surprise anyone who's been watching this board. Of the nine independent directors, Williams -- a retired Washington attorney -- owns only 8,000 GCI shares. And of those, fully 7,000 are in the form of unexercised options, according to the latest annual shareholders proxy report. In other words, after 13 years on Gannett's board, she only owns 1,000 shares outright. What's more, Williams took virtually all her $97,250 in compensation last year -- 96% -- in cash. (Second table, bottom.)
Director Louis's big stake
Now, contrast that with John Louis, whose compensation and stock ownership shows much more faith in the company's future. A director since 2006, Louis was just awarded the most options among board members -- 32,681 -- according to his SEC filing today. Meanwhile, he elected to be paid last year entirely in Gannett stock, and not a penny in cash.
Louis, 47, is a former chairman of a private investments firm in Chicago. Among the independent directors, he owns more Gannett stock than any other: 282,356 shares. Those include 143,819 options, shares he can buy from the company in the future.
As for Williams, this spring brings another new reward: Starting this month, she gets a $25,000 raise in her annual pay as the so-called presiding director. Based on today's SEC filings, it appears she's going to continue to cash in, by staying in cash.
[Dollar amounts vary based on committee work, stock awards]
Related: SEC table of stock ownership for all directors
Earlier: At $989K in total fees, Williams tops most-paid director list
How much -- and in what form -- should Gannett's directors be paid? Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.
Williams clearly shows she has no faith in the company or its management. This has been evident for years based on her stock holdings.
ReplyDeleteOnce again we have an example of the chiefs holding their hands out for whatever they can grab.
Louis should be applauded for his actions, particularly at a time of massive layoffs.
I agree about Louis. This is another area where corporate America is broken. I think people serving on the boards of a company should be required to take at least half their pay in stock that they are restricted from cashing out either for extremely long periods (like say 10 years from the date of issue) or until they retire from the board. That way "they" would have a vested interest in the long-term viability of the business.
ReplyDeleteThis board does nothing. There is no one from a newspaper on the board. This is concerning because our newspaper business is deteriorating rapidly. We need help on this side of the house.
ReplyDeleteThere is also not one board member that is "digitally" centered. Howard Elias is from a database storage company. There is no one from a large "digital only" publisher or technology firm.
What is interesting is that these two areas are disciplines that BOTH Mr. Dubow and Ms. Martore lack any knowledge in. Wouldn't you think that the board would demand that Dubow find a board of directors that represents the future of media?
Do you think Donna Shalala is actually going to help in either of these areas? How about Neal Shapiro a public TV general manager?
This company is falling apart and there is zero board oversight and zero management accountability.
We all know that Dubow and Martore and their little PR runt (the woman who replaced Tara) all read this blog. Maybe we start demanding some questions from Dubow and this washed up board.