JOHN E. CODY - Corporate Board Profile

TEGNA INC

Filing Date	Source Excerpt
2014-03-17	John E. Cody, 67, served as Executive Vice President and Chief Operating Officer of Broadcast Music, Inc. from November 2006 until his retirement in November 2010. ... He has been a Gannett director since 2011. ... The current members of each committee are as follows: Audit Committee - John E. Cody (Chair), Executive Committee - John E. Cody, Executive Compensation Committee - John E. Cody. ... The following table shows the compensation paid to our independent directors for the fiscal year ended December 29, 2013. John E. Cody: Total $241,752.
2015-03-16	Mr. Cody, 68, served as Executive Vice President and Chief Operating Officer of Broadcast Music, Inc. from November 2006 until his retirement in November 2010. ... He has served as a Gannett director since 2011. ... The Audit Committee members are not professional accountants or auditors, and their role is not intended to duplicate or certify the activities of management and the independent registered public accounting firm, nor can the Committee certify that the independent registered public accounting firm is "independent" under applicable rules. The Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm, and the experience of the Committee's members in business, financial and accounting matters. ... The Audit Committee met with management, the Company's internal auditors and representatives of EY to review and discuss the Company's audited financial statements for the fiscal year ended December 28, 2014. Based on such review and discussion, and based on the Audit Committee's reviews and discussions with EY regarding the various matters mentioned in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Form 10-K for the 2014 fiscal year, and the Board has approved that recommendation. Audit Committee John E. Cody, Chair ... The Board of Directors conducts its business through meetings of the Board and its five committees: the Audit Committee, Executive Committee, Executive Compensation Committee, Nominating and Public Responsibility Committee, and Transformation Committee. The current members of each committee are as follows: Audit Committee: John E. Cody (Chair) ... The Company paid its directors the following for the 2014-2015 director compensation year: an annual retainer of $175,000, payable 50% in cash and 50% in the form of a long-term award of restricted shares with a grant date value equal to $87,500, granted on the first day of the compensation year; an additional annual retainer fee of $15,000 to committee chairs (other than the chair of the Executive Committee) and an additional annual retainer fee of $100,000 to the independent Chairman of the Board; travel accident insurance of $1,000,000; and a match from the Gannett Foundation of charitable gifts made by directors up to a maximum of $10,000 each year. The cash portion of a director's retainer fee is paid quarterly during the compensation year. However, directors may elect to receive the cash portion of their retainer fees in restricted shares valued at 110% of the applicable cash fee, based on the closing market value of the Company's stock on the grant date. Restricted shares received in lieu of the cash portion of a director's retainer fee vest at a rate of 1/4th of the shares per quarter after the grant date, receive dividends and are held by the Company for the benefit of the director until the director leaves the Board, at which time vested shares are delivered to the director. The equity portion of the retainer fee is granted to directors on the first day of the compensation year for directors. These awards of restricted shares vest at a rate of 1/36th of the shares per month, receive dividends or, if deferred, dividend equivalent rights. Once vested, these restricted shares shall be held by the Company for the benefit of the director until the director leaves the Board and shall be transferred to the director on that date. The following table shows the compensation paid to our independent directors for the fiscal year ended December 28, 2014. Mr. Cody received $92,500 in fees earned or paid in cash, $104,000 in stock awards, and $10,000 in all other compensation, totaling $206,500.

Filing Date

Source Excerpt

2014-03-17

John E. Cody, 67, served as Executive Vice President and Chief Operating Officer of Broadcast Music, Inc. from November 2006 until his retirement in November 2010. ... He has been a Gannett director since 2011. ... The current members of each committee are as follows: Audit Committee - John E. Cody (Chair), Executive Committee - John E. Cody, Executive Compensation Committee - John E. Cody. ... The following table shows the compensation paid to our independent directors for the fiscal year ended December 29, 2013. John E. Cody: Total $241,752.

2015-03-16

Mr. Cody, 68, served as Executive Vice President and Chief Operating Officer of Broadcast Music, Inc. from November 2006 until his retirement in November 2010. ... He has served as a Gannett director since 2011. ... The Audit Committee members are not professional accountants or auditors, and their role is not intended to duplicate or certify the activities of management and the independent registered public accounting firm, nor can the Committee certify that the independent registered public accounting firm is "independent" under applicable rules. The Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm, and the experience of the Committee's members in business, financial and accounting matters. ... The Audit Committee met with management, the Company's internal auditors and representatives of EY to review and discuss the Company's audited financial statements for the fiscal year ended December 28, 2014. Based on such review and discussion, and based on the Audit Committee's reviews and discussions with EY regarding the various matters mentioned in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Form 10-K for the 2014 fiscal year, and the Board has approved that recommendation. Audit Committee John E. Cody, Chair ... The Board of Directors conducts its business through meetings of the Board and its five committees: the Audit Committee, Executive Committee, Executive Compensation Committee, Nominating and Public Responsibility Committee, and Transformation Committee. The current members of each committee are as follows: Audit Committee: John E. Cody (Chair) ... The Company paid its directors the following for the 2014-2015 director compensation year: an annual retainer of $175,000, payable 50% in cash and 50% in the form of a long-term award of restricted shares with a grant date value equal to $87,500, granted on the first day of the compensation year; an additional annual retainer fee of $15,000 to committee chairs (other than the chair of the Executive Committee) and an additional annual retainer fee of $100,000 to the independent Chairman of the Board; travel accident insurance of $1,000,000; and a match from the Gannett Foundation of charitable gifts made by directors up to a maximum of $10,000 each year. The cash portion of a director's retainer fee is paid quarterly during the compensation year. However, directors may elect to receive the cash portion of their retainer fees in restricted shares valued at 110% of the applicable cash fee, based on the closing market value of the Company's stock on the grant date. Restricted shares received in lieu of the cash portion of a director's retainer fee vest at a rate of 1/4th of the shares per quarter after the grant date, receive dividends and are held by the Company for the benefit of the director until the director leaves the Board, at which time vested shares are delivered to the director. The equity portion of the retainer fee is granted to directors on the first day of the compensation year for directors. These awards of restricted shares vest at a rate of 1/36th of the shares per month, receive dividends or, if deferred, dividend equivalent rights. Once vested, these restricted shares shall be held by the Company for the benefit of the director until the director leaves the Board and shall be transferred to the director on that date. The following table shows the compensation paid to our independent directors for the fiscal year ended December 28, 2014. Mr. Cody received $92,500 in fees earned or paid in cash, $104,000 in stock awards, and $10,000 in all other compensation, totaling $206,500.