ssp-def14a_20210503.htm

 

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 under §240.14a-12

 

THE E.W. SCRIPPS COMPANY

(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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

 

Title of each class of securities to which transaction applies:

 

(2)

 

Aggregate number of securities to which transaction applies:

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

(4)

 

Proposed maximum aggregate value of transaction:

 

(5)

 

Total fee paid:

 

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

 

Amount Previously Paid:

 

(2)

 

Form, Schedule or Registration Statement No.:

 

(3)

 

Filing Party:

 

(4)

 

Date Filed:

 

 

 

 

 

 


 

 

 


THE E.W. SCRIPPS COMPANY

 

Scripps Center

312 Walnut Street

Cincinnati, Ohio 45202

 

Notice of Virtual Annual Meeting of Shareholders

To Be Held May 3, 2021

 

 

 

 

 

 

Date & Time:

 

Location:

 

Record Date:

May 3, 2021,

at 4:00 PM

 

Virtual

www.virtualshareholdermeeting.com/SSP2021

 

March 8, 2021

 

 

 

 

 

 

Vote by Internet

 

 

To the Shareholders of The E.W. Scripps Company

 

 

 

 

 

 

The Annual Meeting of the Shareholders (the "Annual Meeting") of The E.W. Scripps Company (the “Company”) will be held virtually at www.virtualshareholdermeeting.com/SSP2021, on Monday, May 3, 2021, at 4:00 PM, Eastern Time, for the following purposes:

1.     to elect directors;

2.     to ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021;

3.     to hold an advisory (non-binding) vote to approve named executive officer compensation (a “say-on-pay vote”); and

4.     to approve an amendment to The E.W. Scripps Company 2010 Long-term Incentive Plan.

 

www.proxyvote.com

 

 

 

 

 

 

 

 

Use the Internet to transmit your voting instructions and for electronic delivery of information.

 

 

 

 

Vote by Phone

 

 

The shareholders will also transact such other business as may properly come before the Annual Meeting.  

Shareholders as of close of business on the record date of March 8, 2021 are entitled to vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/SSP2021 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials,  proxy card, and on the instructions that accompany your proxy materials.  The Annual Meeting will begin promptly at 4:00 PM, Eastern Time with online check-in beginning at 3:45 PM, Eastern Time. Please allow ample time for the online check-in process.

We are furnishing our proxy materials to you under Securities and Exchange Commission rules that allow companies to deliver proxy materials to their shareholders on the Internet. On or about March 19, 2021, you were provided with a Notice of Internet Availability of Proxy Materials (“Notice”) and were provided access to our proxy materials over the Internet. The proxy materials include the 2020 Annual Report to Shareholders and the Proxy Statement.

 

1-800-690-6903

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Use any touch-tone telephone to transmit your voting instructions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

Vote by Mail

 

 

Even if you plan to participate in this year’s Annual Meeting, it is a good idea to vote your shares before the Annual Meeting in case your plans change.  Whether you vote online, by phone or by mail, please have your Notice, proxy card or instructions that accompanied your proxy materials available and follow the instructions. Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. If you attend the meeting and your shares are registered in your name, you may withdraw your proxy at that time and vote your shares in person.

 

Your proxy is being solicited by the Board.

 

 

 

Julie L. McGehee, Esq.

Secretary and Vice President

March 19, 2021

 

 

 

 

 

request & submit a

paper proxy card

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Table of Contents

 

 

 

2021 ANNUAL MEETING

 

6

INTERNET AVAILABILITY OF PROXY MATERIALS

 

6

VOTING PROCEDURES

 

6

PARTICIPATION IN THE ANNUAL MEETING

 

7

SOLICITATION OF PROXIES

 

7

PROPOSAL 1 – ELECTION OF DIRECTORS

 

8

REPORT ON THE NOMINEES FOR ELECTION
   TO THE BOARD OF DIRECTORS

 

9

REPORT ON THE SECURITY OWNERSHIP OF
   CERTAIN BENEFICIAL OWNERS

 

13

REPORT ON THE SECURITY OWNERSHIP OF MANAGEMENT

 

15

PROHIBITION OF HEDGING AND PLEDGING

 

16

REPORT ON THE BOARD OF DIRECTORS AND ITS COMMITTEES

 

17

IN SUPPORT OF GIVING LIGHT CORPORATE SOCIAL RESPONSIBILITY AT SCRIPPS

 

19

CORPORATE GOVERNANCE

 

23

AUDIT COMMITTEE MATTERS

 

27

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

 

28

COMPENSATION COMMITTEE REPORT

 

29

COMPENSATION DISCUSSION AND ANALYSIS

 

30

Executive Summary

 

31

Objectives of our Compensation Program

 

31

2020 Compensation Highlights

 

31

Our Compensation Policies and Practices

 

33

Core Compensation Elements

 

34

Base Salary

 

34

Short-Term Incentive

 

34

Long-Term Incentive

 

37

Additional Compensation Policies and Practices

 

39

Incentive Compensation Recoupment Policy

 

39

Stock Ownership Requirements

 

39

Post-Employment Benefits

 

39

Health, Welfare and Other Personal Benefits

 

39

Employment Agreements, Executive Severance and Change in Control Plan

 

40

Compensation Consultant and Peer Group

 

41

Independent Compensation Consultant

 

41

Compensation Peer Group

 

41

Tax Implications

 

42

 

EXECUTIVE COMPENSATION

 

 

2020 Summary Compensation Table

 

43

2020 Grants of Plan-Based Awards

 

44

2020 Outstanding Equity Awards at Fiscal Year-End

 

45

2020 Vested Stock

 

47

2020 Pension Benefits

 

47

Description of Retirement Plans

 

47

2020 Nonqualified Deferred Compensation

 

49

Description of Nonqualified Deferred Compensation Plan

 

49

Potential Payments Upon Termination or Change in Control

 

50

Summary of Various Plans and Arrangements

 

52

CEO Pay Ratio

 

53

2020 Director Compensation

 

55

Description of Director Compensation Program

 

56

Cash Compensation

 

56

Equity Compensation

 

56

Other Benefits

 

57

1997 Deferred Compensation Plan and Stock Plan for Directors

 

57

COMPENSATION COMMITTEE INTERLOCKS
   AND INSIDER PARTICIPATION

 

58

RELATED PARTY TRANSACTIONS

 

58

PROPOSAL 2 – TO RATIFY DELOITTE & TOUCHE LLC AS THE   COMPANY’S INDEPENDENT REGISTERED PUBLIC    ACCOUNTING FIRM FOR 2021

 

60

PROPOSAL 3 – ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

 

62

PROPOSAL 4 – AMENDMENT TO THE E.W. SCRIPPS COMPANY 2010 LONG-TERM INCENTIVE PLAN

 

63

DELINQUENT SECTION 16 REPORTS

 

74

SHAREHOLDER PROPOSALS FOR 2021
   ANNUAL MEETING

 

74

OTHER MATTERS

 

74

APPENDIX:  THE E.W. SCRIPPS COMPANY 2010 LONG-TERM INCENTIVE PLAN

 

76

 

 

 

 

 

 

 

 

 

  The E.W. Scripps Company

 

2020 Proxy Statement

 


 

 

THE E.W. SCRIPPS COMPANY

312 Walnut Street

Cincinnati, Ohio 45202

 

 

 

 

PROXY STATEMENT

2021 Annual Meeting

May 3, 2021

This Proxy Statement is being furnished in connection with the solicitation of proxies by the board of directors (the "Board") of The E.W. Scripps Company, an Ohio corporation (the “Company”), for use at the Company’s Virtual Annual Meeting of Shareholders (the “Annual Meeting”), which will be held on Monday, May 3, 2021, at 4:00 PM Eastern Time.  Shareholders can attend the meeting at www.virtualshareholdermeeting.com/SSP2021.

The close of business on March 8, 2021, has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting (the "Record Date").

Internet Availability of Proxy Materials

We are furnishing proxy materials to our shareholders primarily via the Internet under rules adopted by the U.S. Securities and Exchange Commission, instead of mailing printed copies of those materials to each shareholder. On March 19, 2021, we mailed to our shareholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report to Shareholders. The Notice of Internet Availability of Proxy Materials also instructs you on how to access your proxy card to vote via the Internet or by telephone.

This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. If you would prefer to continue to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

Voting Procedures

On March 8, 2021, the Company had outstanding 70,343,522 Class A Common Shares, $.01 par value per share (“Class A Common Shares”), and 11,932,722 Common Voting Shares, $.01 par value per share (“Common Voting Shares”). Holders of Class A Common Shares are entitled to elect the greater of three or one-third of the directors of the Company but are not entitled to vote on any other matters except as required by Ohio law. Holders of Common Voting Shares are entitled to elect all remaining directors and to vote on all other matters requiring a vote of shareholders. Each Class A Common Share and Common Voting Share is entitled to one vote upon matters on which such class of shares is entitled to vote.

To have a quorum necessary to conduct business at the Annual Meeting, it is necessary to have shares that represent (in person or by proxy) the holders of (i) a majority of our Class A Common Shares outstanding on the Record Date, and (ii) a majority of our Common Voting Shares outstanding on the Record Date. Shares represented in person or by proxy (including shares that abstain or do not vote with respect to a particular proposal) will be counted for the purpose of determining whether a quorum exists at the Annual Meeting for that proposal. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

If you are a shareholder of record (i.e., you directly hold your shares through an account with our transfer agent, Computershare), you can vote your shares following the instructions in this Proxy Statement using one of the three methods described previously. If you are a beneficial owner (i.e., you indirectly hold your shares through a nominee such as a bank or broker), you can vote your shares following the instructions in this Proxy Statement using the methods provided by your nominee.

 

 

 

 

 

  The E.W. Scripps Company

6

2020 Proxy Statement

 

 


 

Participation in the Annual Meeting

The Annual Meeting will be conducted exclusively online without an option for physical attendance in light of the COVID-19 pandemic.

Shareholders as of the record date will be able to participate in the virtual meeting online, vote shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SSP2021 and entering the 16-digit control number included in the Notice, voting instruction form or proxy card.  Only shareholders and proxy holders who enter a valid control number will be able to participate in the virtual Annual Meeting to submit questions and vote. We will post Annual Meeting rules on www.virtualshareholdermeeting.com/SSP2021.

The live webcast will begin promptly at 4:00 PM Eastern Time.  We encourage you to access the webcast early, starting at approximately 3:45 PM Eastern Time, to allow yourself time to log in and test your computer.  If you encounter technical difficulties accessing the virtual Annual Meeting, please call the technical support telephone number posted on www.virtualshareholdermeeting.com/SSP2021.  

We will make an audio replay of the Annual Meeting available and post answers to questions received at the Annual Meeting that were not addressed (if applicable to The E.W. Scripps Company business and otherwise appropriate under the Annual Meeting rules) on the Company’s Investor Relations website shortly after the meeting.  Even if you plan to attend the Annual Meeting online, we encourage you to vote in advance of the Annual Meeting as described in this proxy statement, so that your vote will be counted if you later decide not to attend the Annual Meeting or you encounter technical difficulties.  If you wish to submit your votes before the virtual Annual Meeting you need not vote at the Annual Meeting unless you wish to change your vote.

 

Solicitation of Proxies

The solicitation of proxies is made by, and on behalf of, the Board. The Company will pay the cost of the solicitation of proxies, including the cost of printing and mailing the notice of the Annual Meeting, the Proxy Statement and the accompanying proxy.  In addition to the solicitation of proxies by mail, solicitation may be made by directors, officers and other employees of the Company by Internet (including by email, Twitter, the use of our investor relations website and other online channels of communication), telephone, facsimile and other electronic channels of communication, town hall meetings, personal interviews, press releases, and press interviews. Our directors, officers and regular employees may, without compensation other than their regular compensation and the reimbursement of expenses, solicit proxies by telephone or personal conversation. The Company has retained the services of Broadridge Financial Solutions, Inc. at an estimated cost of $9,500 to assist the Company in the solicitation of proxies from brokers, nominees, institutions and individuals.

 

 

 

 

 

  The E.W. Scripps Company

7

2020 Proxy Statement

 

 


 

Proposal 1-Election of Directors

(Item 1 on the Proxy Card)

A board of ten directors is to be elected, three by the holders of Class A Common Shares voting separately as a class and seven by the holders of Common Voting Shares voting separately as a class. The nominating & governance committee recommended to the Board each of the nominees set forth below. In the election, the nominees receiving the greatest number of votes will be elected. Directors are elected by the shareholders for terms of one year and hold office until their successors are elected and qualify.  Each of the director nominees identified in this Proxy Statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected.

Each proxy for Class A Common Shares executed and returned by a holder of such shares will be voted for the election of the three directors hereinafter shown as nominees for such class of shares, unless otherwise indicated on such proxy. Each proxy for Common Voting Shares executed and returned by a holder of such shares will be voted for the election of the seven directors hereinafter shown as nominees for such class of shares, unless otherwise indicated on such proxy. Although the Board does not contemplate that any of the nominees hereinafter named will be unavailable for election, in the event that any such nominee is unable to serve, the proxies will be voted for the remaining nominees and for such other person(s), if any, as the Board may propose.

 

 

THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR WHICH YOU ARE ENTITLED TO VOTE FOR ELECTION AS A DIRECTOR.

 

 

 

 

 

 

 

 

 

  The E.W. Scripps Company

8

2020 Proxy Statement

 

 


 

Report on the Nominees for Election to the Board of Directors

The following table sets forth certain information as to each of the nominees for election to the Board.

Nominees for Election by Holders of Class A Common Shares

 

 

 

Age: 61

Director since: 2018

Committees: Audit

Lauren Rich Fine(1)

Partner at Gries Financial, LLC

Partner at investment/wealth management firm, Gries Financial, LLC since 2016.  Executive search consultant at Howard & O’Brien from 2010 to 2015. Faculty member at Kent State University School of Journalism & Mass Communication from 2007 to 2011.  Managing Director in Equity Research at Merrill Lynch from 1986 to 2007.

 

 

 

 

Age: 59

Director since: 2019

Committees: Compensation

Wonya Y. Lucas(2)

President and Chief Executive Officer of Crown Media Family Networks

President and Chief Executive Officer of Crown Media Family Networks from 2020 to present.  President and Chief Executive Officer of Public Broadcasting Atlanta from 2015 to 2020. President of Lucas Strategic Consultants, LLC from 2013 to 2015. President and Chief Executive Officer of TV One, LLC from 2012 to 2014.

 

 

 

 

 

Age: 65

Director since: 2008

Committees: Lead Director, Audit, Executive, Nominating & Governance

Kim Williams(3)

Retired Senior Vice President, Partner, and Associate Director;

Global Industry Research at Wellington Management Company, LLP

If elected, becomes Chairperson of the Board effective at the 2021 Annual Meeting.  Lead Director since 2018.  Retired since 2006. Senior Vice President, Partner, and Associate Director of Global Industry Research at Wellington Management Company, LLP from 1995 to 2001. Senior Vice President, Partner, Global Industry Analyst from 1986 to 1995.

 

 

 

 

 

 

  The E.W. Scripps Company

9

2020 Proxy Statement

 

 


 

Nominees for Election by Holders of Common Voting Shares

 

Age: 69

Director since: 2019

Committees: Compensation

Marcellus W. Alexander, Jr.

Senior Advisor, Television and President of National Association of Broadcasters Leadership Foundation from 2018 to 2019.  Executive Vice President, Television and President, National Association of Broadcasters Education Foundation from 2004 to 2018.  Executive Vice President, Television of National Association of Broadcasters from 2002 to 2004.

 

 

 

 

 

Age: 45

Director since: 2015

Committees: Executive and Nominating & Governance

Charles L. Barmonde(4)

Private investor, educator and entrepreneur. Owner and founder of Arch Contemporary Ceramics, a retail gallery and studio. Former Trustee of the Scripps Howard Foundation.

 

 

 

 

 

Age: 61

Director since: 2013

Committees: Compensation and Executive

Kelly P. Conlin

Chairman and Chief Executive Officer of Zinio, Inc. from 2015 to 2019. Chairman and Chief Executive Officer of NameMedia from 2006 to 2015. Chief Executive Officer of Primedia from 2003 to 2005. Chief Executive Officer of IDG Inc. from 1995 to 2002.

 

 

 

 

Age: 63

Director since: 2008

Committees: Audit, Executive, and Nominating & Governance

John W. Hayden(5)

President and Chief Executive Officer of CJH Consulting. President and Chief Executive Officer of The Midland Company from 1998 to 2010. Chairman, President and Chief Executive Officer of American Modern Insurance Group from 1996 to 1998.

 

 

 

 

 

 

  The E.W. Scripps Company

10

2020 Proxy Statement

 

 


 

 

 

Age: 62

Director since: 2012

Committees: Compensation

Anne M. La Dow(4)

Private investor and former Human Resources Director of the Ventura County Star.

 

 

 

 

 

Age: 49

Director since: 2017

Committees: Nominating & Governance

R. Michael Scagliotti(4)

Private investor and artist. Trustee of the Scripps Howard Foundation since 2015.

 

 

 

 

 

Age: 46

Director since: 2017

Committees: Executive

Adam P. Symson

President and Chief Executive Officer since August 2017. Chief Operating Officer from November 2016 through August 2017. Senior Vice President of Digital from 2013 through 2016. Chief Digital Officer from 2011 through 2013. Vice President Interactive Media/Television from 2007 to 2011.

 

 

(1)

Ms. Fine is a director of Private Trust Co. (Private), BioMendics LLC and Your Teen Media LLC (start-up companies).

(2)

Ms. Lucas is a trustee of the Sundance Institute. Ms. Lucas was a director of JC Penny (a retail company) until August 2020.

(3)

Ms. Williams is a director of Weyerhauser Company (a forest products company) and Xcel Energy, Inc. (a utility company).

(4)

Mr. Barmonde, Ms. La Dow and Mr. Scagliotti are all Signatories to the Scripps Family Agreement. Ms. La Dow and Messrs. Barmonde and Scagliotti are cousins. See "Related Party Transactions-Scripps Family Agreement" below.

(5)

Mr. Hayden is a director of Ohio National Financial Services Co. (a mutual insurance and financial services company), ABR Re (a Bermuda-based reinsurance company), Hauser Private Equity and General Nano (an advanced materials company).

*

Age reflected as of March 19, 2021.

 

 

 

 

 

 

  The E.W. Scripps Company

11

2020 Proxy Statement

 

 


 

Nominee Qualifications

The nominees for the Board consist of ten members who we believe are extremely well-qualified to serve on the board and represent our shareholders' best interests.  The nominating & governance committee selects nominees with a view to establishing a Board that is comprised of members who:

have extensive business leadership experience,

bring diverse perspectives to the Board,

bring institutional knowledge and a thorough understanding of the Company's history and vision,

have high ethical standards, broad discernment, as well as sound business judgment and acumen, and

understand and are willing to make the time commitment necessary for the Board to effectively fulfill its responsibilities.

Nominees Tenure and Diversity

 

Tenure

Diversity

Age

 

 

 

 

 

Board Refreshment

We believe the Company benefits when there is a mix of experienced directors with a deep understanding of our businesses and others who bring a fresh perspective.  The Board remains committed to refreshment and to seek out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences.

 

 

 

 

 

  The E.W. Scripps Company

12

2020 Proxy Statement

 

 


 

Report on the Security Ownership of Certain Beneficial Owners

The following table sets forth certain information with respect to persons known to management to be the beneficial owners, as of January 29, 2021, unless indicated otherwise in the footnotes below, of more than 5 percent of the Company’s outstanding Class A Common Shares or Common Voting Shares. Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares shown therein as being beneficially owned by them. The percentages shown in the table are based on 69,815,084 Class A Common Shares and 11,932,722 Common Voting Shares outstanding as of January 29, 2021, unless indicated otherwise in the footnotes below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Address of Beneficial Owner

 

Class A

Common

Shares

 

 

Percent

of Class

 

 

Common

Voting

Shares

 

 

Percent

of Class

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signatories to Scripps Family Agreement(1)

 

 

11,721,556

 

 

16.8%

 

 

 

11,130,723

 

 

93.3%

 

Tracy Tunney Ward

Miramar Services, Inc.

250 Grandview Ave., Suite 44

Ft. Mitchell, KY 41017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Columbia Insurance Company(2)

 

 

23,076,923

 

 

24.8%

 

 

 

 

 

 

 

1314 Douglas Street

Omaha, NE  68102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BlackRock, Inc.(3)

 

 

9,070,704

 

 

13.0%

 

 

 

 

 

 

 

55 East 52nd Street

New York, NY 10055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAMCO Investors, Inc.(4)

 

 

6,306,967

 

 

9.0%

 

 

 

 

 

 

 

Once Corporate Center

Rye, NY 10580-1435

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Vanguard Group(5)

 

 

5,885,855

 

 

8.4%

 

 

 

 

 

 

 

100 Vanguard Blvd.

Malvern, PA 19355

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dimensional Fund Advisors LP(6)

 

 

5,586,131

 

 

8.0%

 

 

 

 

 

 

 

Building One

6300 Bee Cave Road

Austin, TX 78746

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Victory Capital Management, Inc.(7)

 

 

4,583,062

 

 

6.6%

 

 

 

 

 

 

 

4900 Tiedeman Rd. 4th Floor

Brooklyn, OH  44144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The information in the table and this footnote is based on information provided to the Company by Miramar Services, Inc. and information contained in Amendment 10 (dated September 23, 2020) to a Schedule 13D filed with the Securities and Exchange Commission, as updated by subsequent Section 16 filings by certain of the reporting persons, by descendants of Robert P. Scripps, descendants of John P. Scripps and certain trusts of which descendants of John P. Scripps or Robert P. Scripps are trustees or beneficiaries, all of whom or which are Signatories to the Scripps Family Agreement, which governs the voting of all Common Voting Shares held by them.  Miramar Services, Inc. provides administrative services to certain members of the Scripps Family. The Signatories to the Scripps Family Agreement report shared voting power with each other with respect to the Common Voting Shares shown in the table. In addition to these Common Voting Shares, according to such Amendment to Schedule 13D, two of the Signatories act as co-trustees with respect to 534,666 Common Voting Shares on behalf of a minor descendant who is not a party to the Scripps Family Agreement, and another Signatory acts as a trust advisor to trusts holding 267,333 Common Voting Shares for the benefit of certain minor descendants who are not parties to the Scripps Family Agreement.  Signatories of the Scripps Family Agreement also beneficially own 11,721,556 Class A Common Shares (not including Class A Common Shares into which the common voting shares are convertible).  Class A Common Shares are not subject to the Scripps Family Agreement.  The two Signatories mentioned above who act as co-trustees on behalf of a minor descendant who is not a party to the Scripps Family Agreement may be deemed to share beneficial ownership of a total of 653,204 Class A Common Shares held for the benefit of such minor descendant. The Signatory referred to above who acts as a trust advisor to trusts for the benefit of certain other minor descendants who are not parties to the Scripps Family Agreement may be deemed to beneficially own 326,601 Class A Common Shares as trust advisor for such minor descendants. No single individual or trust that is a Signatory beneficially owns 5% or more of the Company’s outstanding Class A Common Shares.  The following Signatories may be deemed to beneficially own, or share beneficial ownership with other Signatories of, more than 5% of the Common Voting Shares as a result of direct ownership or indirect ownership as trustees for various trusts or as co-guardians or advisors for the above-referenced minors: Mary Ann S. Sanchez (9.0%); Barbara Victoria Scripps Evans (6.5%); Elizabeth A. Logan

 

 

 

 

 

  The E.W. Scripps Company

13

2020 Proxy Statement

 

 


 

(6.7%); Mary Peirce (6.3%); Paul K. Scripps (6.3%); Virginia S. Vasquez (6.4%); Charles E. Scripps, Jr. (5.2%); Eaton M. Scripps (5.2%); and Edward W. Scripps, Jr. (5.2%).  See “Related Party Transactions - Scripps Family Agreement” below.  The reporting parties filing the Schedule 13D are Virginia S. Vasquez, Rebecca Scripps Brickner, Edward W. Scripps, Jr., Corina S. Granado, Jimmy R. Scripps, Margaret Scripps Klenzing, Mary Ann S. Sanchez, William H. Scripps, Marilyn J. Scripps, The Adam R. Scripps Trust dated October 5, 1992, as restated on November 28, 2000, October 25, 2002 and May 6, 2009, as further amended on March 16, 2017, William A. Scripps, Gerald J. Scripps, Charles E. Scripps, Jr., Eli W. Scripps, Jonathan L. Scripps, Molly E. McCabe, Barbara Victoria Scripps Evans, John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust under agreement dated 2/10/77 FBO Paul K. Scripps, John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans, The Marital Trust of the La Dow Family Trust, Anne M. La Dow Trust under agreement dated 10/27/2011, The La Dow Family Trust under agreement dated 6/29/2004, John Peter Scripps 2013 Revocable Trust under agreement dated 12/20/13, John P. Scripps Trust FBO Ellen McRae Scripps under agreement dated 12/28/84, Ellen M. Scripps Revocable Trust and agreement dated 4/17/14, Paul K. Scripps Family Revocable Trust under agreement dated 2/7/1994, Thomas S. Evans Irrevocable Trust under agreement dated 11/13/2012, Scripps Family 1992 Revocable Trust under agreement dated 6/9/92, Thomas S. Evans, Douglas A. Evans, Julia Scripps Heidt, Paul K. Scripps, Peter R. La Dow, J. Sebastian Scripps, Anne M. La Dow, Wendy E. Scripps, Elizabeth A. Logan, Cynthia J. Scripps, John P. Scripps, Mary Peirce, Megan Scripps Tagliaferri, Eva Scripps Attal, Kathy Scripps, Eaton M. Scripps, Wesley W. Scripps, Ellen M. Scripps, Cody Dubuc, Careen Cardin, Sam D. F. Scripps, R. Michael Scagliotti, William A. Scripps, Jr., Welland H. Scripps, Kendall S. Barmonde, Charles L. Barmonde, Manuel E. Granado, Geraldine Scripps Granado, Raymundo H. Granado, Jr., Anthony S. Granado, Ellen B. Granado, Crystal Vasquez Lozano, Elizabeth Scripps, James Bryce Vasquez, John Patrick Scripps, Keon Korey Vasquez, Peggy Scripps Evans, Samuel Joseph Logan, Maxwell Christopher Logan, Savannah Brickner, Monica Holcomb, Samantha J. Brickner, Nathanial W. Heidt, Austin S. Heidt, Robert S. Heidt III, Jessica L. Hoerster, Jenny Sue Scripps Mitchell, Vanessa L. Sanchez, Veronica E. Sanchez, Brittany Jean Scripps and Shannon Leigh Howard.

(2)

Columbia Insurance Company (“Columbia”) is a wholly-owned subsidiary of Berkshire Hathaway Inc., which is controlled by Warren E. Buffett.  As part of the financing of our acquisition of ION Media Networks, on January 7, 2021, we issued $600 million of Series A Preferred Shares to Columbia and granted Columbia a warrant to purchase $300 million of our Class A Common Shares at $13 per share, or a total of 23,076,923 Class A Common Shares.  The warrant is exercisable from the date of grant until the first anniversary of the redemption of the Series A Preferred Shares.  The percentage of Class A Common Shares shown in the table as beneficially owned by Columbia is calculated as if the warrant had been exercised as of January 7, 2021.  Columbia filed a Schedule 13G with the Securities and Exchange Commission with respect to the Company’s Class A Common Shares on January 15, 2021.  The information in the table is based on the information contained in such filing.  Such report states that Columbia would share voting and investment power over the shares set forth in the table with Berkshire Hathaway and Warren E. Buffett.

(3)

Blackrock, Inc. filed Amendment No. 11 to Schedule 13G with the Securities and Exchange Commission with respect to the Company’s Class A Common Shares on January 26, 2021. The information in the table is based on the information contained in such filing for the year ended 2020. Such report states that Blackrock, Inc. has sole voting power over 8,939,237 shares and sole investment power over 9,070,704 shares.

(4)

GAMCO Investors, Inc. filed Amendment No. 24 to Schedule 13D with the Securities and Exchange Commission with respect to the Company’s Class A Common Shares on February 10, 2021. The information in the table is based on the information as of February 10, 2021 contained in such filing. Such report states that GAMCO Investors, Inc. and its affiliates have sole voting power over 6,040,383 shares and sole investment power over 6,306,967 shares.

(5)

The Vanguard Group filed Amendment No. 5 to Schedule 13G with the Securities and Exchange Commission with respect to the Company’s Class A Common Shares on February 8, 2021. The information in the table is based on the information contained in such filing for the year ended 2020. Such report states that The Vanguard Group has shared voting power over 56,905 shares, sole investment power over 5,780,538 shares and shared investment power over 105,317 shares.

(6)

Dimensional Fund Advisors LP filed Amendment No. 8 to Schedule 13G with the Securities and Exchange Commission with respect to the Company’s Class A Common Shares on February 12, 2020. The information in the table is based on the information contained in such filing for the year ended 2019. Such report states that Dimensional Fund Advisors LP has sole voting power over 5,450,163 shares and sole investment power over 5,586,131 shares.

(7)

Victory Capital Management, Inc. filed an Amendment to Schedule 13G with the Securities and Exchange Commission with respect to the Company's Class A Common Shares on February 3, 2021. The information in the table is based on the information contained in such filing for the year ended 2020. Such report states that Victory Capital Management, Inc. has sole voting power over 4,519,647 shares and sole investment power over 4,583,062 shares.

 

 

 

 

 

 

  The E.W. Scripps Company

14

2020 Proxy Statement

 

 


 

Report on the Security Ownership of Management

The following information is set forth with respect to the Company’s Class A Common Shares and Common Voting Shares beneficially owned as of January 29, 2021, by each director and each nominee for election as a director of the Company, by each named executive officer, and by all directors and executive officers of the Company as a group. As of January 29, 2021, there were 69,815,084 Class A Common Shares outstanding and 11,932,722 Common Voting Shares outstanding. Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares shown therein as being beneficially owned by them.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of Individual or Number

of Persons in Group

 

Class A

Common

Shares(1)

 

 

Restricted

Share

Units(2)

 

 

Total Class A

Common

Shares(3)

 

 

Percent

of Class

 

 

Common

Voting

Shares

 

 

Percent

of Class

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marcellus W. Alexander, Jr.

 

 

4,718

 

 

 

 

 

 

4,718

 

 

*

 

 

 

 

 

 

 

Charles L. Barmonde(4)

 

 

606,502

 

 

 

 

 

 

606,502

 

 

*

 

 

 

585,666

 

 

4.9%

 

Richard A. Boehne(5)

 

 

413,670

 

 

 

 

 

 

413,670

 

 

*

 

 

 

 

 

 

 

Kelly P. Conlin

 

 

28,685

 

 

 

 

 

 

28,685

 

 

*

 

 

 

 

 

 

 

Lauren Rich Fine

 

 

10,750

 

 

 

 

 

 

10,750

 

 

*

 

 

 

 

 

 

 

John W. Hayden(5)

 

 

75,795

 

 

 

 

 

 

75,795

 

 

*

 

 

 

 

 

 

 

Anne M. La Dow(4)(6)

 

 

31,869

 

 

 

 

 

 

31,869

 

 

*

 

 

 

39,552

 

 

*

 

Wonya Y. Lucas

 

 

4,279

 

 

 

 

 

 

4,279

 

 

*

 

 

 

 

 

 

 

R. Michael Scagliotti(4)

 

 

14,048

 

 

 

 

 

 

14,048

 

 

*

 

 

 

267,283

 

 

2.2%

 

Kim Williams(5)

 

 

153,953

 

 

 

 

 

 

153,953

 

 

*

 

 

 

 

 

 

 

William Appleton

 

 

122,718

 

 

 

31,598

 

 

 

154,316

 

 

*

 

 

 

 

 

 

 

Lisa A. Knutson

 

 

35,909

 

 

 

33,092

 

 

 

69,001

 

 

*

 

 

 

 

 

 

 

Brian G. Lawlor

 

 

114,822

 

 

 

 

 

 

114,822

 

 

*

 

 

 

 

 

 

 

Adam P. Symson

 

 

127,678

 

 

 

 

 

 

127,678

 

 

*

 

 

 

 

 

 

 

Laura M. Tomlin

 

 

14,510

 

 

 

 

 

 

14,510

 

 

*

 

 

 

 

 

 

 

Other officers not named individually(7)

 

 

75,910

 

 

 

13,660

 

 

 

89,570

 

 

*

 

 

 

 

 

 

 

All directors and executive officers as a

   group (20 persons)

 

 

1,835,816

 

 

 

78,350

 

 

 

1,914,166

 

 

2.7%

 

 

 

892,501

 

 

7.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* 

Shares owned represent less than 1 percent of the outstanding shares of such class of stock.

(1)

The shares listed for each of the executive officers and directors represent his or her direct or indirect beneficial ownership of Class A Common Shares.

(2)

The shares listed for each of the executive officers and directors include Class A Common Shares underlying restricted share units that are convertible within 60 days of January 29, 2021, and have no additional vesting requirements.

(3)

None of the shares listed for any officer or director is pledged as security for any obligation.

(4)

Mr. Barmonde, Ms. La Dow and Mr. Scagliotti are Signatories to the Scripps Family Agreement. See “Report on the Security Ownership of Certain Beneficial Owners” above and “Related Party Transactions-Scripps Family Agreement” below.

(5)

In addition to the shares listed, the director deferred a portion of his or her director fees in a “phantom shares” account. These “phantom shares” have no voting or other rights. Mr. Hayden has 86,314 phantom shares and has chosen payment in cash rather than payment in Class A Common Shares. Mr. Boehne has 34,273 and Ms. Williams has 41,094 phantom shares and both have elected payment in Class A Common Shares.

(6)

Includes shares held by the Anne M. La Dow Trust under agreement dated 10/27/2011, of which Ms. La Dow is trustee.

(7)

The shares listed include shares beneficially owned by five executive officers who are not named individually.

 

 

 

 

 

 

 

 

  The E.W. Scripps Company

15

2020 Proxy Statement

 

 


 

Prohibition of Hedging and Pledging

 

Directors, officers and other employees who routinely have access to material non-public information are prohibited from (i) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or (ii) otherwise engaging in transactions (including "short sales" and arrangements involving a non-recourse pledge of securities), that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Class A Common Shares granted to them by the Company as part of their compensation, or held (directly or indirectly) by them.

 

 

 

 

 

  The E.W. Scripps Company

16

2020 Proxy Statement

 

 


 

Report on the Board of Directors and its Committees

2020 Board Meetings

During 2020, the Board held four regularly scheduled meetings and four telephonic meetings. All directors attended at least 75 percent of the meetings of the Board and of the committees on which they served during 2020.

Executive Sessions of Directors

During 2020, executive sessions of non-management directors were held regularly. The director who presided at these meetings was the lead independent director or another director selected by the Board at the time of such meeting.

Standing Committees and Committee Charters

The Company has standing executive, audit, compensation and nominating & governance committees.  The charter for each such standing committee is available for review on the Company’s website (www.scripps.com) by first clicking on "Investors" and then on “Corporate Governance.” Copies are available in print to any shareholder who requests a copy by contacting the Company’s secretary at secretary@scripps.com or by mail at 312 Walnut Street, Suite 2800, Cincinnati, Ohio, 45202.

Committees of the Board of Directors

Executive Committee. Richard A. Boehne (chair), Charles L. Barmonde, Kelly P. Conlin, John W. Hayden, Adam P. Symson and Kim Williams are the members of the executive committee. This committee may exercise all of the powers of the Board in the management of the business and affairs of the Company between Board meetings except the power to fill vacancies on the Board or its committees. The executive committee meets only as necessary. During 2020, the executive committee did not meet.

Audit Committee. Kim Williams (chair), Lauren Rich Fine and John W. Hayden are the members of the audit committee. The purpose of the committee is to assist the Board in fulfilling its oversight responsibility relating to (1) the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls; (2) the performance of the internal audit services function; (3) the annual independent audit of the Company’s financial statements, the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence, performance and fees; (4) the compliance by the Company with legal and regulatory requirements, including the Company’s disclosure controls and procedures; (5) the review of the Company’s enterprise risk issues including, but not limited to, financial, cybersecurity, information technology, data privacy, legal and business continuity; and (6) the fulfillment of all other responsibilities as outlined in its charter. The internal and independent auditors have unrestricted access to the audit committee. The committee meets privately with each of the independent auditors, the internal auditors and management. During 2020, the audit committee held four meetings.

Compensation Committee. Kelly P. Conlin (chair), Marcellus W. Alexander, Jr., Anne M. La Dow and Wonya Y. Lucas are the members of the compensation committee. The committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s directors and officers. The committee reviews and approves the Company’s compensation principles that apply generally to Company employees. It also reviews and approves the Company’s goals and objectives relevant to compensation of the chief executive officer and executive officers (“senior executives”) and evaluates their performance in light of those goals and objectives. Annually, the compensation committee conducts a performance review of the chief executive officer, the results of which are shared with the entire Board. With respect to senior executives, the committee reviews and approves a peer group of companies against which it compares the Company’s compensation programs and practices for senior executives and directors, and the chief executive officer makes recommendations to the committee regarding the compensation elements of his direct reports in light of their goals and objectives. The committee reviews all of the components of the chief executive officer’s and the senior executives’ compensation, including goals and objectives, employment arrangements, severance arrangements or plans, incentive plans, employee benefit plans, perquisite arrangements, the Incentive Compensation Recoupment Policy (“claw-back policy”) and stock ownership guidelines, considers the chief executive officer's recommendations for his direct reports, and makes recommendations to the Board. The committee has the authority to administer the cash-based incentive plans, severance arrangements or plans and change in control arrangements or plans covering the chief executive officer and senior executives. The committee is also responsible for

 

 

 

 

 

  The E.W. Scripps Company

17

2020 Proxy Statement

 

 


 

reviewing the result of any shareholder advisory vote regarding the compensation of the Company’s named executive officers and making recommendations to the Board on how to respond to those votes as well as recommending to the Board whether to hold the shareholder advisory vote every one, two or three years. The committee oversees the annual review of the Company’s compensation policies and practices for all employees, including non-senior executives, to determine whether they create financial risks.  The committee may delegate any of its responsibilities to a subcommittee composed of one or more members of the committee, or to one or more other directors, in each case as it deems appropriate, other than in connection with any power or authority required by law, regulation or listing standard to be exercised by the committee as a whole.

With respect to any funded employee benefit plans covering employees of the Company subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, the committee has the definitive authority to appoint and terminate the named fiduciary or named fiduciaries of such plan(s). The committee reviews succession planning relating to positions held by senior officers of the Company and reviews director compensation and makes recommendations with respect thereto to the Board. The committee has the authority to engage outside consultants to assist in determining appropriate compensation levels for the chief executive officer, other senior executives or directors. In 2020, the committee retained Exequity, LLC to assist it in developing and reviewing our executive and director compensation strategy and programs. The committee is also responsible for producing an annual report for inclusion in the Company’s proxy statement and reviewing and approving the Compensation Discussion and Analysis and related compensation disclosures included in the Company’s proxy statement. During 2020, the compensation committee held four meetings.

Nominating & Governance Committee. John W. Hayden (chair), Charles L. Barmonde, R. Michael Scagliotti and Kim Williams are the members of the nominating & governance committee. The purpose of the committee is (1) to assist the Board by identifying individuals qualified to become Board members and to recommend director nominees to the Board; (2) to recommend to the Board corporate governance principles that might be applicable to the Company; (3) to lead the Board and its committees in the annual review of the Board and its committees’ performance; (4) to monitor the Company’s Corporate Social Responsibility (“CSR”) programs, (5) to oversee the Company's ethics and compliance programs; and (6) to recommend to the Board nominees for each committee of the Board. During 2020, the nominating & governance committee held four meetings.

 

 

 

 

 

  The E.W. Scripps Company

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2020 Proxy Statement

 

 


 

In Support of Giving Light

Corporate Social Responsibility at Scripps

 

“Give light and the people will find their own way” is more than the Scripps company motto – it is a cultural calling and a strategic direction. Few companies have the gift of such clarity of purpose: Journalism and the drive to inform and entertain audiences while supporting the economy through advertising and marketing services provide our management and the Board with the strategic lens for Scripps’ value creation and growth.

 

We at Scripps are passionate about the importance of journalism in our democracy – a Fourth Estate that balances government power, holds authority figures and institutions accountable and improves the lives of those we serve. We know that a dynamic and healthy news media is instrumental to a healthy nation that governs itself through transparency and civil discourse. This vision drives our internal priorities and our external partnerships and activities and provides a broad view of the stakeholders to whom we are responsible.

 

In addition to maintaining best practices for corporate governance, as discussed elsewhere in the proxy, Scripps’ approach to Corporate Social Responsibility (“CSR”) falls into six general areas.

 

Objective, Impactful

Journalism

 

Scripps is dedicated to fulfilling our instrumental role as the Fourth Estate in American democracy.

 

Our objective local and national news coverage empowers people to make informed decisions for their own lives and for their communities. Our investigative journalism plays a crucial watchdog role.

 

In our Local Media markets, Scripps takes pride in giving back to the places where we live and work through social service projects, by shining light on important local issues such as domestic violence and homelessness, and by sponsoring or emceeing important local philanthropic, civic and business events. Its local television stations serve a critical public-service role in keeping viewers informed during natural disasters, and they host telethons and other fundraising efforts to help those affected.

 

Both the local and national news and information organizations strive to earn and maintain the trust of the public and to be fearless in the pursuit of the truth. Scripps journalists adhere to our journalism ethics practices when gathering and reporting the news and welcome an open dialogue with the public about their news-gathering processes. The Scripps Journalism Ethics Guidelines are available at this URL: https://assets.scrippsdigital.com/docs/journalism-ethics-guidelines.pdf.

 

Also toward this end, Scripps has committed time, talent and other resources to three key issues impacting the important role of journalism in our society:

 

      News Literacy. Scripps supports educating Americans on the role of the free press and society’s need for robust reporting and energized news operations. The Company partnered with The News Literacy Project, a nonpartisan nonprofit organization, to launch News Literacy Week. The second annual event was held beginning Jan. 25, 2021. The public awareness campaign succeeded in achieving broad consumer reach and wide media support. Scripps also has an ongoing partnership through which its journalists volunteer in the classroom teaching the News Literacy Project’s curriculum to middle and high school students.

 

 

 

 

 

 

 

 

 

 

  The E.W. Scripps Company

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2020 Proxy Statement

 

 


 

 

      Journalism Education & Recognition. Scripps reporters, editors and management working on any journalism-producing platforms are expected to live up to standards of ethics and objectivity as outlined in the Journalism Ethics Guidelines (see link above). Journalists must be vigilant about their objectivity, integrity and thoroughness, and Scripps can play an important role in preparing them for this work. The Company’s philanthropic organization, the Scripps Howard Foundation, made grants totaling $3.2 million in 2020 to support journalism education in a wide variety of ways, as described on the Foundation’s website, scripps.com/foundation.

The Scripps Howard Foundation also operates the Scripps Howard Awards, one of the nation’s most prestigious American journalism competitions. The awards recognize journalism that spurs action, news organizations that go the extra mile to expose previously undisclosed or misunderstood information and journalists who embrace new tools, channels, technologies and approaches.

 

      Defense of the First Amendment. As a result of the economic pressure on the news business, some commercial and not-for-profit news organizations have grown slower to challenge open-records law violations, government cover-up efforts and other public interest challenges that may require legal expense. At the same time, government officials have become more emboldened by the discrediting of the news media to ignore open records requests. In 2020, Scripps local news outlets conducted more than a dozen investigations that led to government action that benefited our communities. Scripps also partners with The Reporters Committee for Freedom of the Press to fund a legal fellow whose time is focused on supporting local newsrooms fighting for open records, access to courtrooms and public meetings, and general government transparency.

 

 

Corporate Giving and
The Scripps Howard
Foundation

 

 

Scripps gives back to many organizations in its corporate hometown of Cincinnati and in markets across the country where it does business. Employees are encouraged to take a paid Volunteer Day every year to spend time with an organization or cause about which they are passionate.

 

Since 1962, the Scripps Howard Foundation has further amplified the Company’s charitable work. The Foundation supports journalism education that produces fair-minded, thoughtful reporters and editors; childhood literacy to promote a more educated populace; and basic needs social service organizations in the communities where we do business.

 

In 2020, the Foundation bestowed a total of $9 million in grants. That included $1.3 million through more than 100 grants and gifts to match employee donations or support employee volunteerism at community programs in Scripps markets. In addition, it gave about $900,000 to childhood literacy efforts through its “If You Give A Child A Book …” campaign, joined by members of the Scripps family and Scripps employees. Since the campaign’s inception in 2016, more than 500,000 books have been given to children in need.

 

 

 

 

 

 

 

 

 

 

 

 

  The E.W. Scripps Company

20

2020 Proxy Statement

 

 


 

 

 

Human Capital Management

 

Interest on the part of a broad range of investors and other stakeholders in Environmental, Social & Governance (ESG) issues, Corporate Social Responsibility (CSR), and company sustainability continues to intensify. Similarly, Human Capital Management (HCM) increasingly is considered a significant driver of value and success to Scripps and many other companies.

The global pandemic continues to shine a spotlight on these issues. When it began to spread across the U.S. in March 2020, Scripps identified three key priorities to guide its decision-making: protecting the health and welfare of its employees, executing its company mission and maintaining business continuity. By mid-March, Scripps had transitioned nearly all of its employees out of its workplaces without the interruption of news programming or other media delivery.

 

Additionally, the Company’s philanthropic organization, The Scripps Howard Foundation, created a fund to give aid to qualified Scripps employees adversely affected by the COVID-19 crisis. The Company made a donation to this employee relief fund equal to the amount of voluntary salary reductions from the senior leadership team and fee reductions from members of the Company’s board of directors. Members of the Scripps family also contributed significantly to the fund. Through year end, the fund had disbursed about $1.3 million to provide more than 800 employees up to $2,000 each for needs caused by the pandemic, such as food and basic household supplies, housing-related assistance, and childcare or eldercare costs.

 

Critical to our success is identifying, recruiting, retaining, and incentivizing our existing and future employees. We strive to attract and retain the most talented employees in the industry by offering competitive compensation and benefits. Our compensation philosophy is based on rewarding each employee’s individual contributions and striving to achieve equal pay for equal work regardless of gender, race or ethnicity.

 

 

Equity, Diversity

and Inclusion

 

Scripps is committed to an equitable, diverse and inclusive workplace that reflects the communities where we live, work and play.

 

Scripps’ overarching Equity, Diversity and Inclusion (“EDI”) strategy is framed through three key areas: building awareness of the importance of EDI in our workplaces and communities; empowering leaders to lead the EDI charge in their business units or reporting structures; and tracking its equity, diversity and inclusion efforts, which culminates in regulatory reporting (Equal Employment Opportunity-1 reports), divisional analysis and regular reports to the Board.

 

Leading Scripps’ diversity, equity and inclusion strategies across the enterprise is a chief diversity officer. She and her team partner with business and human resources leaders across the company to develop and implement the EDI strategy as well as action plans that continually evolve Scripps’ equity, diversity and inclusion commitment. The components of these plans include:

 

EDI Strategic Premise: Scripps’ equity, diversity and inclusion strategy will support the Company’s continued evolution by maximizing the potential of our diverse workforce, leading to better business results.

 

EDI Vision: Transforming our business, and the communities where we live, work and play, by acknowledging, incorporating and uplifting our increasingly diverse world.

 

 

 

 

 

 

 

 

 

 

  The E.W. Scripps Company

21

2020 Proxy Statement

 

 


 

Safety, Security, and Wellbeing

 

 

Employee Safety: Scripps assembled a team of internal experts in risk management into an Enterprise Response Team that anticipates and manages events that create significant risk to both our business and our people, from extreme weather such as hurricanes in our Florida markets to potential workplace safety and violence situations.

 

Employee Wellbeing: Free employee well-being programs take a holistic approach, covering not just good physical health but also mental and financial well-being. Scripps encourages employees to participate in these programs through financial incentives such as premium reductions and company contributions to their Health Savings Accounts.

 

Cybersecurity: While Scripps runs very little electronic commerce, it owns and operates websites and apps that capture small amounts of data on our customers and website visitors. Security breaches, computer malware or other cyber-attacks could harm our business, our customers or our reputation by disrupting our delivery of news and advertising services or jeopardizing confidential information. For that reason, the Company continuously works to protect itself and its partners against financial, regulatory and reputational costs that could result from the unintended disclosure of company information. This includes regulatory compliance with HIPAA, PCI Data Security Standards and domestic and international data privacy laws as well as protecting against data breaches and disclosure of confidential company or customer information. The Board receives quarterly reports on the Company’s cybersecurity programs and initiatives and more frequent updates if events warrant.

 

 

Environment

 

 

Because it is a broadcast company, Scripps’ carbon footprint is reasonably light. However, we all have a role to play in environmental sustainability, and Scripps is taking an active approach to further lighten its impact. It has begun the process of transitioning the lighting in its buildings to more efficient LED bulbs, including in video production studios. Many of our operations have undergone energy audits to identify more opportunity for efficiency. The stations have transitioned to cellular-based backpacks for transmitting video signals to local television stations, avoiding the need for fleets of fuel-dependent trucks. Recycling programs are run at the corporate office and many of our local and national media locations.

 

Scripps knows sustainability will be an ongoing effort. Its corporate billing team is in the process of moving to electronic invoices, and the Cincinnati television station is piloting the use of an electric vehicle for newsgathering.

 

Scripps is a member of the Green Business Council of Cincinnati.


For more information on the Company's Corporate Social Responsibility plan, please visit www.scripps.com.

 

 

 

 

 

 

 

  The E.W. Scripps Company

22

2020 Proxy Statement

 

 


 

Corporate Governance

The Board is committed to good corporate governance, good business practices and transparency in financial reporting. The nominating & governance committee annually reviews the Company’s corporate governance principles, a copy of which is available on the Company’s website (www.scripps.com) by first clicking on "Investors" and then on “Corporate Governance.” Copies are available in print to any shareholder who requests a copy by contacting the Company’s secretary at secretary@scripps.com or at 312 Walnut Street, Suite 2800, Cincinnati, Ohio, 45202.

Board Leadership

Richard A. Boehne, the Company’s former President and Chief Executive Officer, serves as chairman of the Board.  Ms. Williams serves as the lead independent director.  Mr. Boehne announced his retirement from the Board effective as of May 3, 2021, and if elected, Ms. Williams will succeed Mr. Boehne as chairperson of the Board.

Charitable Contributions

The Company has not made any charitable contributions, where the amount exceeded $1 million, or 2 percent of such charity’s consolidated gross revenues, to any charitable organization of which a director is an executive officer.

Code of Conduct

The Company demonstrates its commitment to operate at the highest ethical standards by enforcing the principles in its Code of Conduct, which is applicable to all employees. The Company’s chief ethics officer is responsible for implementation and oversight of the ethics program and reports to the nominating & governance committee on quarterly activity. Additionally, the Company has in place a Code of Business Conduct and Ethics for the Chief Executive Officer and the Senior Financial and Accounting Officers. It is the responsibility of the nominating & governance committee and the chief financial officer to make sure that this policy is operative and has effective reporting and enforcement mechanisms. Both the Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers and the Code of Conduct are available for review on the Company’s website at www.scripps.com (click on "Investors" and then on “Corporate Governance”) and to any shareholder who requests a printed copy from the Company’s secretary at secretary@scripps.com or at 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202.

The Company believes it has an obligation to provide employees with the guidance and support needed to ensure that lawful and ethical choices are made at work. To support this commitment, the Company requires all employees to take an online code of conduct learning module annually to ensure that employees understand the Code of Conduct and the importance that the Company places on ethical behavior and compliance with the law.  In addition, the Company has established a means for employees to submit confidential and anonymous reports of suspected or actual violations of the Company’s Code of Ethics relating, among other things, to: accounting and auditing matters; antitrust activity; confidentiality and misappropriation; conflict of interest; discrimination or harassment; diverting of product or business activity; embezzlement; employee relations; falsification of contracts, reports or records; gifts or entertainment; improper supplier or contractor activity; leadership or management issues; securities law violations; sexual harassment; substance abuse; theft; or unsafe working conditions. To submit a report, an employee may call a toll-free number that is answered by a trained professional of EthicsPoint, an independent firm. This number (888-397-4911) is operational 24 hours a day, seven days a week. Employees may also raise questions online through the Internet (www.ethicspoint.com) or by a direct phone line to the Company’s chief ethics officer.

Communications with Directors

Shareholders and other interested parties wishing to communicate with the Board may do so by addressing letters to the secretary of the Company at secretary@scripps.com or by mail at 312 Walnut Street, Suite 2800, Cincinnati, Ohio, 45202. The Board has instructed the secretary to review all communications so received (via e-mail or regular mail), and to exercise her discretion not to forward to the directors’ correspondence that is not germane to the business affairs of the Company. Correspondence not forwarded will be retained for one year, and any director may request the secretary to forward any and all such communications to the directors.

 

 

 

 

 

  The E.W. Scripps Company

23

2020 Proxy Statement

 

 


 

Communications with Shareholders

The Company recognizes the importance of regular and transparent communication with our shareholders. Each year, we continually engage with a large percentage of shareholders, including our top institutional investors.  In 2020, many investor conferences became virtual, and we were able to increase the number of meetings we held.  Our ION acquisition also has brought new investor interest.  In our meetings, we discuss a variety of topics, including business growth strategies, corporate governance practices, board composition and other matters of shareholder interest.

Director Attendance at Annual Meeting of Shareholders

All Board members attended the Company’s 2020 Annual Meeting of Shareholders, although the Company does not have a policy that requires attendance.

Director Education

New directors attend an orientation session that introduces them to the Company’s operations and to the members of management. In addition, new committee members receive an orientation specific to the committee on which they will serve.  Thereafter, directors are informed on a regular basis of various director educational programs offered by governance and director organizations, as well as industry conferences. The Company pays for the continuing education of its directors. During 2020, Board members attended numerous continuing education programs, including those sponsored by Deloitte, the National Association of Corporate Directors, Corporate Board Member and Kellogg School of Management.  The director orientation policy is reviewed by the nominating & governance committee annually.

Director Independence

The Board has determined that, with the exception of Adam P. Symson, current President and Chief Executive Officer, all of the directors and nominees for director are independent under the standards established by Nasdaq. All of the members of the nominating & governance committee, audit committee and compensation committee are independent under such standards.

Director Independence — Audit Committee

The Board has determined that none of the current members of the audit committee has any relationship with the Company that could interfere with his or her exercise of independence from management and the Company. Each of the members satisfies the definitions of independence set forth in the rules promulgated under the Sarbanes-Oxley Act and in the listing standards of Nasdaq. The Board determined that each member of the committee meets the experience and expertise requirements of Nasdaq and that Ms. Williams is an audit committee financial expert as defined in the Securities and Exchange Commission rules adopted under the Sarbanes-Oxley Act.

Director Independence — Controlled Company Status

Nasdaq requires listed companies to have a majority of independent directors on their boards and to ensure that their audit committee, compensation committee and nominating & governance committee are composed entirely of independent directors as well. A company that qualifies as a “controlled company” does not have to comply with these independence rules so long as it discloses to shareholders that the company qualifies as a “controlled company” and that it is relying on this exemption in not having a majority of independent directors on the board of directors or not having audit, compensation, and nominating & governance committees comprised entirely of independent directors. A “controlled company” is a listed company of which more than 50 percent of the voting power is held by an individual, a group, or another company. The Signatories to the Scripps Family Agreement hold a majority of the Company’s outstanding Common Voting Shares. As such, the Company qualifies as a “controlled company” and may rely on the Nasdaq exemption. The Company is not relying at present on that exemption.

 

 

 

 

 

  The E.W. Scripps Company

24

2020 Proxy Statement

 

 


 

Director Nominations

The nominating & governance committee will consider any candidate recommended by the shareholders of the Company in light of the committee’s criteria for selection of new directors. If a shareholder wishes to recommend a candidate, he or she should send the recommendation, with a description of the candidate’s qualifications, to: Chair, Nominating & Governance Committee, c/o Ms. Julie L. McGehee, The E.W. Scripps Company, 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202 or at secretary@scripps.com. In the past, the committee has hired an independent consultant to assist with the identification and evaluation of director nominees and may do so in the future.

Director Qualifications and Diversity

When selecting director nominees, the nominating & governance committee considers requirements of applicable law and listing standards, as well as the director qualification standards highlighted in the Company’s corporate governance principles. The committee is responsible for reviewing with the Board the requisite skills and characteristics of Board candidates as well as the diversity and composition of the Board as a whole. A person considered for nomination to the Board must be a person of high integrity. Other factors considered are independence, age, gender, broad discernment, skills, industry knowledge and experience in the context of the needs of the Board. The nominating & governance committee makes recommendations to the Board regarding the selection of director nominees.

For each director nominated for election at the Annual Meeting of Shareholders, the Board considered each of the factors highlighted in the preceding paragraph, and the nominees’ biographical information and work experience and determined that, if elected, the nominees would enable the Board as a whole to perform its duties in an efficient and effective manner. Among other things, all of the nominees bring integrity and good business judgment to Board discussions. More specifically, Mr. Alexander, Mr. Conlin, Ms. Fine, Ms. Lucas, Mr. Symson, and Ms. Williams bring a working knowledge of the industry or have direct television or digital experience; Mr. Hayden is a retired chief executive officer; and Mr. Barmonde (Scripps family member), Ms. La Dow (Scripps family member and former employee of a subsidiary (from January 1989 to January 1995) of the Company) and Mr. Scagliotti (Scripps family member) bring to the Board institutional knowledge and a thorough understanding of the Company’s history and vision.

The Company maintains a general retirement age for directors who are not signatories to the Scripps Family Agreement of 72 as of the nomination date with two optional, one-year extensions, with approval from the full Board.

Board and Committee Self-Assessments

Each year, the Board and the Board’s audit, nominating & governance and compensation committees conduct self-assessments to evaluate their effectiveness and to identify opportunities for improvement. This self-assessment may be conducted in the form of written or oral questionnaires administered by Board members, management or third parties. Directors respond to questions designed to elicit information to be used in improving Board and committee effectiveness. The self-assessment is designed to gather suggestions to improve Board effectiveness and solicit additional feedback on Board operations, composition, and priority agenda topics. This process also allows the Board to identify opportunities for Board succession and skills.

The Board periodically utilizes a third-party firm to conduct the evaluation process to bring in an outside perspective to the evaluation process.  An outside firm was last used in 2019 to conduct the board and committee self-assessments.

Director Service on Other Audit Committees

None of the Company’s directors currently serves on the audit committees of more than three public companies.

 

 

 

 

 

  The E.W. Scripps Company

25

2020 Proxy Statement

 

 


 

Risk Oversight — the Board’s Role

Risk oversight is a key responsibility of the Board, the fulfillment of which is of primary importance to the Company. Through its periodic review of the Company’s business strategies, the Board assesses management’s perception of and tolerance for risk and advises on the appropriate level of risk for the Company. The audit committee of the Board reviews and discusses the Company’s risk assessment and risk management policies with management on a quarterly basis. The Company’s governance, enterprise risk management and compliance (“GRC”) committee reports quarterly to the audit committee, and the committee’s written risk management report is included in the Board’s quarterly meeting materials. The GRC committee is chaired by the Company’s General Counsel (chief compliance officer), who reports directly to the audit committee on compliance matters, and its members are division leaders and heads of key functional areas such as finance, human resources and information technology.

The Board monitors cybersecurity and technology risks through the audit committee. The audit committee receives quarterly updates on the status of the Company’s cybersecurity program from the Chief Information Security Officer ("CISO") as well as intermittent updates when certain situations arise. Additionally, the CISO reviews the Company's cybersecurity strategy with the audit committee on an annual basis.


 

 

 

 

 

  The E.W. Scripps Company

26

2020 Proxy Statement

 

 


 

Audit Committee Matters

Responsibilities

The audit committee is comprised solely of independent directors and, among other things, is responsible for the following reviews, approvals and processes:

The engagement of the Company’s independent auditors.

The determination as to the independence and performance of the independent auditors.

The determination as to the performance of the internal auditors.

Review of the scope of the independent audit and the internal audit plan.

Pre-approval of audit and non-audit services.

Review of disclosure controls and procedures.

Review of management’s annual report on internal controls over financial reporting.

Review of annual and quarterly Securities and Exchange Commission filings.

Review of communications required to be reported to the committee by the independent auditors.

Review of certain regulatory and accounting matters with internal and independent auditors.

Consultation with independent auditors.

Preparation of its report for the proxy statement.

Committee performance evaluation.

Review of policies for employing former employees of the independent auditors.

Review of financial “whistleblowing” complaints.

Review of legal and regulatory compliance.

Review of enterprise risk issues including, but not limited to, financial, cybersecurity, data privacy, information technology, legal and business continuity.

Review of certain transactions with directors and related parties.

In discharging its oversight responsibility as to the audit process, the audit committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2020, with the Company’s management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements. The audit committee also discussed with the Company’s internal auditor, and with Deloitte & Touche LLP, and its subsidiaries and affiliates (“Deloitte”), the Company’s independent registered public accounting firm for the year ended December 31, 2020, the overall scope and plan for their respective audits. The audit committee meets with the internal auditor and Deloitte, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

Independence of the External Auditors

The audit committee has established a pre-approval policy and procedures for audit, audit-related and tax services that can be performed by the independent auditors without specific authorization from the audit committee subject to certain restrictions. The policy sets out the specific services pre-approved by the audit committee and the applicable limitations, while ensuring the independence of the independent auditors to audit the Company’s financial statements is not impaired.

 

 

 

 

 

  The E.W. Scripps Company

27

2020 Proxy Statement

 

 


 

Report of the Audit Committee of the Board of Directors

In connection with the financial statements for the fiscal year ended December 31, 2020, the audit committee has:

(1)

reviewed and discussed the audited financial statements with management; and

(2)

discussed with Deloitte the matters required to be discussed pursuant to auditing standards adopted by the Public Company Accounting Oversight Board; and

(3)

received the written disclosures and letter from Deloitte required by applicable requirements of the Public Accounting Oversight Board regarding Deloitte’s communication with the audit committee concerning independence, and has discussed with Deloitte, Deloitte’s independence.

Based upon these reviews and discussions, the audit committee recommended to the Board that the audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2020, for filing with the Securities and Exchange Commission.

 

 

The Audit Committee

 

Kim Williams, Chair

Lauren Rich Fine

John W. Hayden

 

 

 

 

 

 

 

  The E.W. Scripps Company

28

2020 Proxy Statement

 

 


 

Compensation Committee Report

The Compensation Committee of the Company’s Board (collectively, the “Committee”) has submitted the following report for inclusion in this Proxy Statement:

Our Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on our Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the Securities and Exchange Commission.

The foregoing report is provided by the following directors, who constitute the Committee:

 

 

The Compensation Committee

 

Kelly P. Conlin, Chair

Marcellus W. Alexander, Jr.

Anne M. La Dow

Wonya Y. Lucas

 

 

 

 

 

 

 

  The E.W. Scripps Company

29

2020 Proxy Statement

 

 


 

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains the Company’s compensation program for our named executive officers. The Company’s named executive officers for 2020 were:

 

Name

Title as of December 31, 2020

Adam P. Symson

President and Chief Executive Officer

Lisa A. Knutson*

Executive Vice President and Chief Financial Officer

Brian G. Lawlor

President, Local Media

William Appleton

Executive Vice President and General Counsel

Laura M. Tomlin*

Executive Vice President, National Media

* Effective January 7, 2021, Lisa A. Knutson was appointed President, Scripps Networks and Jason Combs succeeded her in the role as Chief Financial Officer.  Also, effective January 7, 2021, Laura M. Tomlin was appointed to serve as Executive Vice President and Chief Administrative Officer.

 

CD&A Table of Contents

 

Executive Summary

 

31

  

Objectives of our Compensation Program

 

31

 

2020 Compensation Highlights

 

31

 

Our Compensation Policies and Practices

 

33

 

Core Compensation Elements

 

34

 

Base Salary

 

34

 

Short-Term Incentive

 

34

 

Long-Term Incentive

 

37

 

Additional Compensation Policies and Practices

 

39

 

Incentive Compensation Recoupment Policy

 

39

 

Stock Ownership Requirements

 

39

 

Post-Employment Benefits

 

39

 

Health, Welfare and Other Personal Benefits

 

39

 

Employment Agreements, Executive Severance and Change in Control Plan

 

40

 

Compensation Consultant and Peer Group

 

41

 

Independent Compensation Consultant

 

41

 

Compensation Peer Group

 

41

 

Tax Implications

 

42

 

 

 

 

 

 

 

 

 

 

  The E.W. Scripps Company

30

2020 Proxy Statement

 

 


 

Executive Summary

 

Objectives of our Compensation Program

 

 

2020 Compensation Highlights

We operate in a highly competitive and rapidly changing industry and we continue to evolve our businesses to meet the ever-changing needs of the media consumer and advertiser.  

A meaningful portion of our named executive officers’ total direct compensation (“TDC”) consists of short-term incentives (“STI”) and long-term incentives (“LTI”). Our STI opportunities are provided under an annual incentive program, the payout of which is dependent on corporate and/or divisional performance. In 2020, our LTI opportunities were provided through time-based and performance-based Restricted Share Units (“RSUs”) that vest over four years.

The Committee made the following changes to the compensation of our named executive officers during the annual adjustment process in February 2020:

 

Adam P. Symson

 

 

 

     Voluntarily waived 2020 merit increase and accepted an additional 15% base salary cut

 

     Increased STI target to 100%

 

     Increased LTI target by $700,000

 

     Increased total direct compensation by 22.2%, inclusive of voluntary base salary cut

 

 

 

 

 

  The E.W. Scripps Company

31

2020 Proxy Statement

 

 


 

 

Lisa A. Knutson

 

 

 

     Voluntarily waived 2020 merit increase and accepted an additional 10% base salary cut

 

     Maintained STI target at 2019 level

 

     Decreased LTI target by $85,000

 

     Increased total direct compensation by 0.7%, inclusive of voluntary base salary cut

 

Brian G. Lawlor

 

 

 

     Voluntarily waived 2020 merit increase and accepted an additional 10% base salary cut

 

     Maintained STI target at 2019 level

 

     Decreased LTI target by $100,000

 

     Decreased total direct compensation by 1.9%, inclusive of voluntary base salary cut

 

William Appleton

 

 

 

     Voluntarily waived 2020 merit increase and accepted an additional 10% base salary cut

 

     Maintained STI target at 2019 level

 

     Decreased LTI target by $100,000

 

     Decreased total direct compensation by 1.9%, inclusive of voluntary base salary cut

 

Laura M. Tomlin

 

 

 

     Did not receive a merit increase in 2020 (because she received a market adjustment upon her promotion in November 2019) and voluntarily accepted a 10% base salary cut

 

     Maintained STI target at 2019 level

 

     Increased LTI target by $5,000

 

     Increased total direct compensation by 20.8%, inclusive of voluntary base salary cut

 

 

 

 

 

  The E.W. Scripps Company

32

2020 Proxy Statement

 

 


 

 

 

 

Shareholder Engagement and Enhancements to Compensation Program

As in previous years, our holders of Common Voting Shares continued to show strong support for our executive compensation program by approving the compensation of our named executive officers at our 2020 Annual Meeting of Shareholders. The Committee views the support of our holders of Common Voting Shares as a strong endorsement of our compensation program and our emphasis on a pay-for-performance culture.

We also greatly value the input received from the holders of Class A Common Shares and engage with them on a variety of matters–including strategy execution, executive compensation and corporate governance–as part of a year-round engagement process.

 

Our Compensation Policies and Practices

The Committee continues to maintain a variety of the compensation policies and practices that are intended to promote the compensation objectives and align our compensation with industry practices, as described below.

 

Policy or Practice

Description

Hedging or Pledging Transactions

Our insider trading policy prohibits our employees, officers and directors from engaging in any hedging or pledging transactions with our Class A Common Shares.

Clawback Policy

We maintain a clawback policy, under which we require the reimbursement of any incentive compensation if the payment was predicated upon financial results that were subsequently the subject of a restatement caused by the recipient’s fraud or misconduct.

Excise Tax Gross-Ups

Effective 2020, the Committee removed all excise tax gross-up provisions under our severance programs.  As a result, the Company no longer provides tax gross-ups for named executive officers or any other employees in the event they are subject to golden parachute excise taxes on severance or other payments received in connection with a change in control.

Stock Ownership Guidelines

Our stock ownership policy requires our executive officers to hold a minimum level of our Class A Common Shares so that each executive has personal wealth tied to the long-term success of the Company and, therefore, has interests that are aligned with those of our shareholders.

Evaluation of Compensation Risks

We annually review our compensation program to confirm that our policies and practices are not creating excessive or inappropriate risks. We believe that our compensation program provides an appropriate balance between current and long-term performance objectives, cash and equity compensation, and risks and rewards associated with executive roles. Further, we provide STI opportunities that are based on balanced performance metrics to promote disciplined progress toward advancing our business objectives. All payouts for named executive officers are capped at a pre-established percentage of base salary.

Review of Share Utilization

We annually review overhang levels (the dilutive impact of equity awards on our shareholders) and run rates (the aggregate shares awarded as a percentage of total outstanding shares).

Use of Independent Consultant

The Committee retains an independent consultant to provide advice in the development of our executive compensation strategy and program. The Committee, with the assistance of the independent consultant, regularly evaluates the compensation practices of our peer companies to confirm that our compensation programs are consistent with market peers.

 

 

 

 

 

 

  The E.W. Scripps Company

33

2020 Proxy Statement

 

 


 

Core Compensation Elements

The following is a brief summary of each element of the core compensation program for our named executive officers.

Base Salary

We provide competitive base salaries to attract and retain key executive talent.  As part of the annual review process, and in accordance with the terms of his employment agreement, Mr. Symson’s base salary was increased from $1,000,000 to $1,200,000.  In addition, Ms. Knutson’s salary was increased by 8.3% to $650,000, Mr. Lawlor’s salary was increased by 3.5% to $700,000, and Mr. Appleton’s salary was increased by 3% to $509,000.  Ms. Tomlin did not receive a merit increase in 2020 because her salary was previously adjusted in November 2019 in connection with her promotion to Executive Vice President.

In light of the business uncertainty created by the novel coronavirus (COVID-19), the named executive officers voluntarily waived these merit increases, effective March 9, 2020.  In addition to waiving their merit increases, the named executive officers also voluntarily accepted an additional salary cut, effective April 6, 2020, of 15% for Mr. Symson and 10% for the other named executive officers.  The Company independently decided to use the cost savings associated with these voluntary salary cuts to fund a donation to The Scripps Howard Foundation’s COVID-19 Employee Relief Fund.  The Foundation created the fund to help our employees who are adversely affected by the COVID-19 crisis.  The following table summarizes the changes in base salary described above:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

2019 Base Salary

 

 

2020 Merit Increase

 

 

2020 Base Salary

 

 

Voluntary Waiver of Merit Increase

 

 

Additional Voluntary Reduction

 

 

Adjusted 2020 Base Salary as of April 6, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Symson

 

$

1,000,000

 

 

$

200,000

 

 

$

1,200,000

 

 

$

(200,000

)

 

$

(150,000

)

 

$

850,000

 

Ms. Knutson

 

$

600,000

 

 

$

50,000

 

 

$

650,000

 

 

$

(50,000

)

 

$

(60,000

)

 

$

540,000

 

Mr. Lawlor

 

$

676,500

 

 

$

23,500

 

 

$

700,000

 

 

$

(23,500

)

 

$

(67,650

)

 

$

608,850

 

Mr. Appleton

 

$

494,000

 

 

$

15,000

 

 

$

509,000

 

 

$

(15,000

)

 

$

(49,400

)

 

$

444,600

 

Ms. Tomlin

 

$

360,000

 

 

 

 

 

$

360,000

 

 

 

 

 

$

(36,000

)

 

$

324,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The merit increases and salary cuts described above were restored, on a prospective basis, effective as of January 1, 2021.

Short-Term Incentive

The Company maintains a short-term incentive program, under which our named executive officers are eligible to receive annual cash payments based on the extent to which certain operational goals are achieved.

During the annual performance review process in February 2020, the Committee did not make any changes to the STI opportunities for the named executive officers, other than Mr. Symson, who received an increase from 90% to 100% of his base salary.  The target STI opportunities, expressed as a percentage of annual base salary, were as follows:

 

 

 

 

 

Name

 

Target Opportunity

(as % of Base Salary)

 

 

 

 

 

 

Mr. Symson

 

 

100

%

Ms. Knutson

 

 

60

%

Mr. Lawlor

 

 

60

%

Mr. Appleton

 

 

60

%

Ms. Tomlin

 

 

60

%

 

 

 

 

 

* For the purposes of the short-term incentive program only, base salary was calculated without regard to the waiver of the 2020 merit increase and the additional voluntary salary reductions described above.

 

 

 

 

 

  The E.W. Scripps Company

34

2020 Proxy Statement

 

 


 

In February 2020, the Committee established an STI program for the year for the named executive officers. This program was based on the free cash flow and revenue goals set forth in our business plan.

*Ms. Tomlin’s STI opportunity is based on 50% Free Cash Flow and 50% Revenue.

 

The 2020 STI program payouts for the performance period are calculated as follows:

 

Our free cash flow and revenue targets depend in part on anticipated advertising levels for the year.  Advertising revenues increase significantly during even-numbered years when local, state and federal elections occur.  In addition, every four years, political spending typically is elevated due to the presidential election.  Because of these political election cycles, we usually see a significant difference in our operating results when comparing performance in even-numbered years to odd-numbered years.

Consistent with past practice, our free cash flow and revenue targets for 2020 (an even-numbered year) were set above actual results for 2019 (an odd-numbered year) to reflect the nature of political spending.

The following tables set forth the free cash flow and revenue targets for 2020 and the related achievement levels.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free Cash Flow*

(in millions)

 

Threshold

(50% Payout)

 

 

Target

(100% Payout)

 

 

Maximum

(150% Payout)

 

 

Actual

Results

 

 

Payout

Level

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

248.5

 

 

$

355.0

 

 

$

461.5

 

 

$

409.4

 

 

126%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  The E.W. Scripps Company

35

2020 Proxy Statement

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue*

(in millions)

 

Threshold

(50% Payout)

 

 

Target

(100% Payout)

 

 

Maximum

(150% Payout)

 

 

Actual

Results

 

 

Payout

Level

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

1,779.3

 

 

$

1,977.0

 

 

$

2,174.7

 

 

$

1,913.4

 

 

84%

 

Broadcast

 

$

1,608.5

 

 

$

1,787.2

 

 

$

1,965.9

 

 

$

1,732.9

 

 

85%

 

National Brand

 

$

165.7

 

 

$

184.1

 

 

$

202.5

 

 

$

176.6

 

 

80%