DEF 14A of USA TODAY Co., Inc., Apr 24, 2024

DEF 14A of USA TODAY Co., Inc.

Filed Apr 24, 2024 · FY20230001579684-24-000021

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name | Age | Recent Professional Experience | Committees | | Maha Al-Emam* | 48 | Former Advisor, Warner Bros. Discovery Global Brand Franchise | — | | Theodore P. Janulis* | 65 | Founder and Principal, Investable Oceans | AC, CC, NGC | | John Jeffry Louis III* | 61 | Co-Founder and Former Chairman, Parson Capital Corporation | CC, NGC, SRC | | Michael E. Reed | 57 | Chief Executive Officer, Gannett Co., Inc. | — | | Amy Reinhard* | 49 | President of Advertising, Netflix, Inc. | AC, TC | | Debra A. Sandler* | 64 | President and Chief Executive Officer, La Grenade Group, LLC | NGC, TC | | Kevin M. Sheehan* | 70 | Chairman, Dave & Buster's Entertainment, Inc. | AC, CC, SRC | | Laurence Tarica* | 74 | Former President and Chief Operating Officer, Jimlar Corporation | NGC, TC | | Barbara W. Wall* | 69 | Former Chief Legal Officer, Gannett Media Corp. | TC |

  3. Director Nominees

    | * AC CC NGC SRC TC | —Independent Director Nominee —Audit Committee —Compensation Committee —Nominating and Corporate Governance Committee —Share Repurchase Committee —Transformation Committee |

  4. Who We Are

    Who We Are We are a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company. We endeavor to deliver essential content, marketing solutions, and experiences for curated audiences, advertisers, consumers, and stakeholders by leveraging our diverse teams and suite of products to enrich the local communities and businesses we serve.

  5. Company Governance Highlights

    Company Governance Highlights Operating Priorities. In 2023, our strategy prioritized maximizing the monetization of our audience through the growth of increasingly diverse and highly recurring digital businesses. We expect the execution of this strategy to enable us to continue our evolution to a predominantly digital media company. We deliver value to our customers, advertisers, partners and stockholders with essential content, joyful experiences, and relevant digital solutions. Robust Stock Ownership Guidelines. In 2023, with the input of our compensation consultant, we revised our Stock Ownership Guidelines (the "Guidelines"). In 2020, we established expected levels of stock ownership by members of our board of directors (the "Board") and in 2023, the Guidelines were expanded to establish stock ownership levels for our named executive officers ("NEOs"), in an effort to further align their interests with the interests of our stockholders and to promote our commitment to good corporate governance. Additionally, the Guidelines are intended to foster a culture of ownership among our leaders and encourage a longer-term perspective while mitigating the financial incentive for excessive or undue risk taking. Our Guidelines, which are competitive with those maintained by our peers, use a multiple of 6x for our Chief Executive Officer, and 3x for our Chief Financial Officer and our non-employee directors. In accordance with the Guidelines, we evaluate compliance at the beginning of each calendar year. As of January 1, 2024, all of our NEOs and non-employee directors were compliant with the Guidelines. See "Stock Ownership Guidelines" and "Director Stock Ownership Guidelines" under Compensation Discussion and Analysis for more information. Stockholder Outreach and Engagement. We regularly engage with our stockholders over the course of a year on diverse topics such as financial performance, executive compensation and pay for performance matters, corporate governance, and corporate social responsibility. These meetings can be in-person or via teleconference. During 2023, we held over 100 meetings with stockholders and attended four conferences, while also engaging with our analysts on a quarterly basis at a minimum. We also expanded our analyst coverage in the fourth quarter of 2023. In early 2024, we invited 25 of our investors (representing over 50% of our share ownership) to engage with us for a comprehensive update with respect to our governance efforts, including our transparency on our inclusion and diversity efforts, our environmental, social, and governance initiatives, the significant progress on debt paydown, and an update on our progress against our long-term strategy. We are committed not just to continued engagement with our stockholders, but to reviewing and applying the substance of the engagement. Management routinely reports to our Board and specific Board committees on the substance and nature of our stockholder communications. This feedback was used to help shape our 2024 proxy statement disclosures and the re-inclusion of Proposals 5 and 6 to further promote stockholder democracy and increase the Board's accountability to stockholders. These proposals require a supermajority of the outstanding shares and we have engaged MacKenzie Partners, Inc. to assist us in the solicitation of proxies and to assist stockholders in voting their shares. Board of Directors. The majority of our Board are considered independent directors of the Company. Our Board is composed of talented directors with diverse skill sets, backgrounds and experiences which we believe align with our business strategy and contribute to the effective oversight of the Company. We also believe ongoing evaluation and board refreshment are critical for the Company to execute its long-term strategy and maximize stockholder value, and we regularly assess whether our Board maintains the proper balance of skills and experience needed. Inclusion, Diversity, and Equity Efforts. Inclusion, diversity, and equity are core pillars of our organization. In early 2024, we published our 2023 Inclusion Report which highlighted our inclusion, diversity, and equity efforts. The 2023 Inclusion Report outlined our then-current workforce diversity information, our goals that reach into 2025, as well as the steps we are taking to achieve our goals. We remain consistent, committed, and intentional in our quest to be a leader in inclusion, diversity, and equity. In 2023, Gannett was recognized in the 2023 Best Places to Work for LGBTQ Equality. In 2023, for the sixth year in a row, Gannett received a perfect score of 100 on the Corporate Equality Index, the nation's premier benchmarking survey and report measuring corporate policies and practices related to LGBTQ workplace equality and inclusion. Gannett was also recognized for the third time by Forbes as one of America's Best Employers for Diversity. In addition, Gannett is a proud Gold recipient of Mental Health America's Bell Seal for Workplace Mental Health, awarded for our commitment to employee mental health and well-being. ESG Initiatives. As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to our communities. We are dedicated to ensuring that we have mindful and ethical business practices that positively impact our world. In early 2024, we published our 2024 ESG Report detailing the progress we made on our U.N. Sustainable Development Goals ("U.N. SDGs") that include Reduced Inequalities, Climate Action, and Peace, Justice and Strong Institutions. The 2024 ESG Report highlighted several key achievements, such as improvements to our workplace diversity, further reductions in our total paper consumption, and the successful completion of our inaugural climate disclosure project questionnaires for climate change and forests. Also, we recently published our second annual 2023 Journalism Impact Report, which highlighted the most influential articles we produced in 2023 and covers topics such as inclusion, diversity, and equity, as well as climate change.

  6. Director Nominees Skills and Attributes

    Director Nominees Skills and Attributes We believe that our director nominees possess the requisite experience and skills necessary to carry out their duties and to serve our best interests and those of our stockholders.

  7. Number of Director Nominees displaying Key Competencies and/or Attributes

    Number of Director Nominees displaying Key Competencies and/or Attributes For more information regarding our directors, director nominees, and our corporate governance, see "Proposal No. 1 – Election of Directors" and "Environmental, Social and Governance Matters."

  8. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The first proposal is to elect nine director nominees to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. Our Bylaws provide that our Board shall consist of not less than three and not more than eleven directors as the Board may from time to time determine. The number of directors on the Board is currently fixed at nine. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously nominated Michael E. Reed, Kevin M. Sheehan, Maha Al-Emam, Theodore P. Janulis, John Jeffry Louis III, Amy Reinhard, Debra A. Sandler, Laurence Tarica, and Barbara W. Wall for election as a director to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to earlier retirement, resignation or removal. All of the Board's nominees for director, except Ms. Al-Emam, were elected at the last annual meeting and all nominees have agreed to serve if elected. Maria M. Miller, a current director, has decided not to stand for re-election upon the expiration of her term at the Annual Meeting. The Board recommends that you vote FOR each of the director nominees. Unless otherwise instructed, all proxies that we receive will be voted FOR the director nominees. Abstentions and broker non-votes will have no effect on the election of directors. A "withhold vote" will have no effect on the vote's outcome, because the nominees who receive the highest number of "for" votes are elected, and since the nominees are running unopposed they only need a single "for" vote to be elected. If a nominee becomes unable to stand for election as a director, an event that our Board does not presently expect, the persons named in the proxy reserve the right to vote for such substitute nominee or nominees as they, in their discretion, determine and as the Nominating and Corporate Governance Committee or the Board may recommend, provided that proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

  9. Information Concerning our Director Nominees

    Information Concerning our Director Nominees Each of our director nominees was selected because of the knowledge, experience, skill, expertise and diversity the director contributes to the Board as a whole. Our director nominees have experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. The Nominating and Corporate Governance Committee believes that each of the director nominees also has key attributes that are important to an effective Board: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to serve on the Board and its committees. Set forth below is certain biographical information for our director nominees.

  10. Information Concerning our Director Nominees

    | Name, Position, Age | Description | | Michael E. Reed Chairman of the Board, Chief Executive Officer and President Age: 57 Director since November 2013 | Mr. Reed has been Chairman of the Board since May 2019, and he has served as our Chief Executive Officer and President, and a member of our Board, since November 2013. Previously, he had been Chief Executive Officer of GateHouse Media, Inc. ("GateHouse"), our predecessor, since January 2006 and was a member of the board of directors of GateHouse since October 2006. Mr. Reed formerly served on the board of directors for the Newspaper Association of America, including one year as Chairman. He formerly served on the board of directors for the Minneapolis Star Tribune, from 2009 to 2014. Mr. Reed also formerly served as a director of the Associated Press and Chairman of the Audit Committee for the Associated Press. Mr. Reed currently also serves on the board of directors of TouchCare Holdings LLC. Mr. Reed has a deep understanding of our operations, strategy and people, as well as our industry, serving in senior executive capacities in the newspaper and publishing industries for more than 25 years. Mr. Reed also has extensive corporate board experience. | | Kevin M. Sheehan Lead Director Age: 70 Director since November 2013 Lead Director since May 2019 | Mr. Sheehan has been a member of our Board since November 2013, and has served as Lead Director since May 2019. From August 2016 to September 2018, Mr. Sheehan served as a director of, and from June 2018 to October 2018, as a senior advisor to, Scientific Games Corporation, a provider of games, systems and services for casino, lottery, social gaming, online gaming and sports betting. Mr. Sheehan served as the Chief Executive Officer and President of Scientific Games from August 2016 until June 2018. From February 2015 through August 2016, Mr. Sheehan taught full time as the John J. Phelan, Jr. Distinguished Visiting Professor of Business at Adelphi University. Mr. Sheehan currently serves as a director, and since April 2021 as Chairman, of Dave & Buster's, Inc. (Nasdaq: PLAY), having served as its Interim Chief Executive Officer from October 2021 to June 2022. Mr. Sheehan served as a director of Navistar, Inc., (NYSE: NAV) from October 2018 to June 2021, and Hertz Global Holdings, Inc. (NYSE: HRI) and its wholly-owned subsidiary The Hertz Corporation from August 2018 to July 2021. Mr. Sheehan has significant experience in a senior management capacity for large corporations. Specifically, his experience as the Chief Executive Officer and Chief Financial Officer of several large corporations provides him with important experience and skills, as well as an understanding of the complexities of our current economic environment. Mr. Sheehan also brings significant financial expertise to our Board and is a Certified Public Accountant. |

  11. Information Concerning our Director Nominees

    | Name, Position, Age | Description | | Maha Al-Emam Director Nominee Age: 48 2024 Director Nominee | Maha Al-Emam is a digital executive in media and technology, who served in an advisory capacity for Warner Bros. Discovery Global Brand Franchise (Nasdaq: WBD), a multinational media and entertainment company, from February 2023 to September 2023. Formerly, Al-Emam was Managing Director for Digital Strategy and Product at Apple Retail Worldwide, Apple, Inc. (Nasdaq: AAPL), a company that designs, develops, and sells consumer electronics, computer software, and online services, from October 2015 to July 2022. Al-Emam joined NBCUniversal Media, LLC, one of the world’s leading media and entertainment companies, in September 2013, and prior to that, she served as Chief Product Officer for Bloomberg LP, a financial, software, data, and media company, from September 2011 to April 2013. Prior to Bloomberg, Al-Emam was Global Director of International Markets Technology for The Wall Street Journal Digital Network, a business and economic-focused newspaper, from June 2009 to September 2011. Al-Emam brings to the Board valuable experience as a digital product leader, including experience leading product in omni-channel and digital-first companies, and experience leading traditional companies through a digital transformation. | | Theodore P. Janulis Director Age: 65 Director since January 2014 | Mr. Janulis founded and has served as a principal of Investable Oceans, an investment platform that is focused on sustainable ocean investing, since September 2019. From January 2014 until June 2016, Mr. Janulis served as the Chief Executive Officer of CRT Greenwich LLC, a financial services company. Prior to that, Mr. Janulis served as Chief Executive Officer of Aurora Bank FSB ("Aurora"), a federal savings bank, from September 2008 to January 2013. Before Aurora, Mr. Janulis spent 23 years at Lehman Brothers in various senior management roles including Global Head of Mortgage Capital, Global Head of the Investment Management Division, which included Neuberger Berman, and Global Co-Head of Fixed Income. Mr. Janulis also served on the firm's Executive Committee. Mr. Janulis' knowledge, skill, expertise and experience, including his extensive senior management experience, his service as Chief Executive Officer of two companies and his significant financial background, as evidenced by his professional and educational history, provides us with valuable experience at the board level. | | John Jeffry Louis III Director Age: 61 Director since November 2019 | Mr. Louis served as a director and as Chairman of the Board of Gannett Co., Inc. (which we acquired in November 2019 and is referred to as "Legacy Gannett") from June 2015 to November 2019. Mr. Louis previously served as a director of TEGNA, Inc., Legacy Gannett's former parent, from October 2006 until June 2015. Mr. Louis was the co-founder of Parson Capital Corporation, a Chicago-based private equity and venture capital firm, and served as its Chairman from 1992 to 2007. He currently serves as a director of The Olayan Group and S.C. Johnson and Son, Inc., Chair of the Board of Net Purpose Ltd., and is a Life Trustee of the Board of Trustees of Northwestern University. Mr. Louis has financial expertise, with substantial experience in founding, building and selling companies and investing in early stage companies from his years of experience in the venture capital industry as a leader of Parson Capital and as an entrepreneur who has founded a number of companies and provides the Board with a valuable perspective. |

  12. Information Concerning our Director Nominees

    | Name, Position, Age | Description | | Amy Reinhard Director Age: 49 Director since April 2022 | Ms. Reinhard has been the President of Advertising for Netflix, Inc. ("Netflix") (Nasdaq: NFLX) since October 2023, having previously served as Vice President of Studio Operations and Consumer Products for Netflix from September 2020 until October 2023, and Vice President of Content Acquisition and Consumer Products for Netflix from November 2016 to September 2020. From January 2005 until November 2016, Ms. Reinhard was with Paramount Pictures Corporation (Nasdaq: PARA), a subsidiary of ViacomCBS Inc., where she held a series of advancing roles, most recently as President of Worldwide Television Licensing and Distribution from April 2014 to November 2016. Ms. Reinhard is a senior media executive with more than 20 years of strategy, operational, and management experience across the spectrum of television and film acquisition, production, marketing, and distribution. She has significant experience across traditional and digital media and brings to the Board a unique combination of strategy and operational skills with a global perspective, growth orientation and audience-focus. | | Debra A. Sandler Director Age: 64 Director since November 2019 | Ms. Sandler serves as President and Chief Executive Officer of La Grenade Group, LLC, a privately held consulting firm that she founded in 2015 and advises a wide range of clients on marketing innovation and overall business development. Ms. Sandler served as a director of Legacy Gannett from June 2015 to November 2019. Ms. Sandler served as Chief Health and Wellbeing Officer of Mars, Inc., a manufacturer of confectionary, food, and pet food products, from July 2014 through June 2015, having served as President, Chocolate, North America from April 2012 to July 2014, and Chief Consumer Officer, Mars Chocolate, North America from November 2009 to March 2012. Prior to joining Mars, Ms. Sandler spent ten years with Johnson & Johnson in a variety of leadership roles and, before that, 13 years with PepsiCo. She serves as a director of Keurig Dr Pepper Inc. (Nasdaq: KDP), Dollar General Corporation (NYSE: DG), Archer-Daniels-Midland (NYSE: ADM), a trustee of Hofstra University, a Director of the Latino Corporate Directors Association, and is a member of the Executive Leadership Council. Ms. Sandler is a regular speaker on topics such as diversity and inclusion, multicultural business development and health and wellbeing in the consumer packaged goods industry. Ms. Sandler has served a member of the Board of Executive Managers of Pharmavite, LLC since 2017. Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson and PepsiCo. |

  13. Information Concerning our Director Nominees

    | Name, Position, Age | Description | | Laurence Tarica Director Age: 74 Director since January 2014 | Mr. Tarica was President and Chief Operating Officer of Jimlar Corporation ("Jimlar"), a member of the Li and Fung Group and a designer, distributor, and supplier of footwear, from March 1991 until his retirement in December 2014. Mr. Tarica serves on the board of directors of D'Addario and Company, a manufacturer of musical instrument accessories. Mr. Tarica also served on the Advisory Board of the New York Mets until November 2020. Mr. Tarica's knowledge, skill, expertise and experience, specifically his experiences in a variety of business divisions, including sales and marketing, his development of Jimlar’s digital services and social media strategy and his over 20 years of operational and leadership experience as the President and Chief Operating Officer of Jimlar, are attributes our Board considers highly valuable. | | Barbara W. Wall Director Age: 69 Director since November 2019 | Ms. Wall served as the Chief Legal Officer of Legacy Gannett from June 2015 to November 2019, and as its interim Chief Operating Officer from March 2019 to November 2019. She previously held various other positions with TEGNA, Inc., where she worked for thirty years. Since 2007, Ms. Wall has taught media law at American University's School of Communications. She also currently serves on the boards of The Freedom Forum and The News Media Alliance. Ms. Wall brings extensive First Amendment and legal expertise in addition to a deep knowledge of Legacy Gannett and its history and operations. She has received several lifetime achievement awards, including the Media Law Resource Center's William J. Brennan, Jr. Defense of Freedom Award (2021), the American Bar Association's Champion of Freedom Award (2020) and the Reporters Committee for Freedom of the Press's First Amendment Award (2012). |

  14. Determination of Director and Director Nominee Independence

    Determination of Director and Director Nominee Independence A majority of the directors serving on the Board must be independent. For a director to be considered independent, our Board must determine that the director does not have any direct or indirect material relationship with the Company. The Board determines director independence based on our independence standards and the independence standards under the NYSE listing rules. The Board may determine, in its discretion, that a director or nominee is not independent notwithstanding qualification under the NYSE listing rules. The Board has determined that each of Mmes. Al-Emam, Miller, Reinhard, Sandler and Wall, and Messrs. Janulis, Louis, Sheehan and Tarica are independent for purposes of NYSE Rules 303A.01 and 303A.02 and each such director or director nominee has no material relationship with the Company. In making such determination, the Board took into consideration the relationships that each director or nominee has with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. As our employee, Mr. Reed is not independent.

  15. Named Executive Officers

    Named Executive Officers For purposes of this Compensation Discussion and Analysis, our named executive officers ("NEOs") for the fiscal year ended December 31, 2023 ("fiscal year 2023") are as follows:

  16. Named Executive Officers

    | Name | Title | | Michael E. Reed | Chairman of the Board, Chief Executive Officer and President | | Douglas E. Horne | Chief Financial Officer |

  17. Named Executive Officers

    Mr. Reed, age 57, has been Chairman of the Board since May 2019, and has served as our Chief Executive Officer and President, and a member of our Board, since November 2013. Additional information about Mr. Reed can be found under "Proposal No. 1 – Election of Directors." Mr. Horne, age 53, has served as our Chief Financial Officer since April 2020 and was our Chief Accounting Officer from April 2020 to August 2023. He is responsible for leading our corporate development, client success, enterprise data, finance, manufacturing and distribution, and technology organizations. Additionally, Mr. Horne is responsible for helping guide our business strategy, as well as interfacing with our Board and investors. He has more than 25 years of experience in the entertainment, media, and technology industries. Previously, he served as Global Controller for The We Company from May 2019 until November 2019. Mr. Horne formerly served as Senior Vice President, Controller and Principal Accounting Officer of Warner Media LLC, formerly Time Warner Inc., from January 2015 to April 2019 and its Senior Vice President and Deputy Controller from September 2011 to December 2014. Prior to that, he spent 11 years with AOL Inc. ("AOL"), including as Vice President of Finance, Deputy Chief Financial Officer, and Chief Accounting Officer. Before joining AOL, Mr. Horne worked with Ernst & Young LLP in its Technology, Communications and Entertainment assurance practice, where he gained extensive international experience, collaborating with clients in Asia and Europe.

  18. Role of Compensation Consultant

    Role of Compensation Consultant Under its charter, our Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor. Our Compensation Committee engaged Meridian Compensation Partners LLC ("Meridian"), a compensation consultant, to advise the Compensation Committee regarding the compensation for our NEOs, including assessing the executive compensation of our NEOs and non-employee directors relative to market practices, assisting with the design of our 2023 annual incentives, the design of the Gannett Co., Inc. 2023 Stock Incentive Plan (the "2023 Plan"), and grants under our long-term incentive plan, and other matters as directed by the Compensation Committee. From time to time, Meridian also provides market, legislative, and regulatory updates to the Compensation Committee to keep them informed of such developments.

  19. Competitive Market Data

    Competitive Market Data The Compensation Committee periodically reviews market data on executive pay levels and program design to assist in determining appropriate compensation for the NEOs. The Compensation Committee does not benchmark compensation to a particular percentile of market data, but rather uses market data as context when establishing compensation.

  20. 2023 Target Compensation Mix

    2023 Target Compensation Mix The following charts show the target compensation mix for our principal executive officer (the "PEO") and the average compensation for our other named executive officers ("non-PEO NEOs"). For purposes of the charts below, long-term incentive awards reflect the target grant values approved by the Compensation Committee, and include the target value of cash performance units ("CPUs") granted in 2023 ("2023 CPUs"). In accordance with applicable rules and guidance, only the 2023 CPUs eligible for vesting for the 2023 performance period are included in the Summary Compensation Table in this proxy statement. In addition, the equity values shown in the Summary Compensation Table include the value of the performance stock units ("PSUs") granted in 2022 ("2022 PSUs") eligible for vesting for the 2023 performance period in accordance with FASB ASC Topic 718, Compensation — Stock Compensation ("ASC 718"). The value of the 2022 PSUs are not reflected on the charts above.

  21. Annual Incentive

    Annual Incentive We maintain the Gannett Co., Inc. Annual Bonus Plan (the "ABP") to motivate executives to achieve key financial and strategic business objectives of the Company and its affiliates with an annual bonus opportunity. Mr. Reed's annual target bonus level for 2023 was $1,125,000, which was 125% of his base salary, consistent with the prior year. Mr. Horne's annual target bonus level for 2023 was $775,000, which was 100% of his base salary, consistent with the prior year. For fiscal year 2023, the bonus structure for our NEOs was 75% Company financial goals and 25% individual performance goals. We selected Adjusted EBITDA (50%) and key performance drivers (25%) as the Company financial goals for 2023. Adjusted EBITDA is an area of investor focus and we believe is important in evaluating our financial performance, and the key performance drivers aligned to strategic priorities within our business segments. The Company financial goals provide for payment of 50% of target for achieving threshold goals, 100% for achieving target goals, 140% of target for achieving maximum (or greater) goals, and no payment for achievement below threshold goals. The specific financial goals, associated weights, performance metrics and performance results for fiscal year 2023 were as follows (local year-over-year ("YOY") profitability trend improvement is presented in percentage points ("ppt")):

  22. Annual Incentive

    | | Weight | Threshold (50%) | Target (100%) | Maximum (140%) | Performance Results | | Adjusted EBITDA | 50% | $240.0M | $300.0M | $360.0M | $267.7M | | Key Performance Drivers - Average of Media & DMS | 25% | | | | | | Media | | | | | | | Total Digital Revenue | | $541.7M | $677.1M | $812.8M | $641.7M | | Digital + Print Circulation Revenue | | $700.6M | $875.8M | $1,051.0M | $854.5M | | Local YOY Profitability Trend Improvement | | 8.40 ppt | 10.50 ppt | 12.60 ppt | 9.90 ppt | | Digital Marketing Solutions ("DMS") | | | | | | | DMS Revenue | | $410.3M | $512.9M | $615.5M | $477.9M | | DMS Adjusted EBITDA | | $53.4M | $66.7M | $80.1M | $53.2M |

  23. Annual Incentive

    The individual performance goals for the NEOs for fiscal year 2023 had a weight of 25%. During 2023, the Compensation Committee determined the achievement level for both Messrs. Reed and Horne at 100% of target, reflecting, for Mr. Reed, his leadership of the Company's management team during a year of change, and his contributions to the Company's digital growth strategy and long-range plan, and for Mr. Horne, his leadership of the Company's finance and technology departments, enterprise data management, and operations. Based on the Company and individual performance results for fiscal year 2023, Messrs. Reed and Horne earned 77.8% of their respective target bonus levels and therefore received bonus awards in the amounts of $875,559 and $603,163, respectively.

  24. Long-Term Incentive

    Long-Term Incentive At our 2023 annual meeting of stockholders, our stockholders approved adoption of the 2023 Plan, which replaced our 2020 Omnibus Incentive Compensation Plan, as amended (the "2020 Plan"), under which the Compensation Committee may grant long-term incentives, in the form of cash or equity, in its discretion. Messrs. Reed and Horne are eligible to receive awards under the 2023 Plan, and previously were eligible to receive awards under the 2020 Plan, as determined by the Compensation Committee. In March 2023, the Compensation Committee awarded Messrs. Reed and Horne long-term incentives of $3.0 million and $1.15 million, respectively. In determining the awards, the Compensation Committee considered market data as well as each executive's experience and performance. The awards were granted 50% in CPUs and 50% in time-based restricted stock awards ("RSAs"), based on the total fair market value of the awards. The 2023 CPUs will be earned based 50% on Adjusted EBITDA(2) and 50% on Digital Revenues. The Compensation Committee selected Adjusted EBITDA and Digital Revenues because of investor focus on these areas and because we believe these are important measures in evaluating our financial performance. The awards will vest three years from the date of grant, subject to continued service as an employee through the vesting date. Exceptions for involuntary termination without cause, termination due to death or disability, or termination without cause or for good reason in connection with a change in control are discussed in the "Potential Payments Upon Termination or Change In Control" section. Adjusted EBITDA and Digital Revenues are measured over three separate annual performance periods, with one-third of the CPUs covered by each separate annual performance period. The performance target for each annual performance period set by the Compensation Committee in the first quarter of that year. The Compensation Committee chose this approach to manage uncertainty while connecting a meaningful portion of compensation to results over the full three-year period. The 2023 CPUs have a maximum payout at 120% of target. For the 2023 annual performance period, the CPU goals were as follows:

  25. Long-Term Incentive

    | | Weight | Threshold (50%) | Target (100%) | Maximum (120%) | Performance Results | | Adjusted EBITDA | 50% | $240.0M | $300.0M | $330.0M | $267.7M | | Digital Revenues | 50% | $903.0M | $1,129.2M | $1,242.1M | $1,050.4M |

  26. Long-Term Incentive

    Based on these results, 77.8% of the CPUs eligible for vesting for the 2023 performance period, or $389,050 and $149,135 for Messrs. Reed and Horne, respectively, will vest three years from the date of grant, subject to continued service as an employee through the vesting date and to exceptions for involuntary termination without cause, termination due to death or disability, or termination without cause or for good reason in connection with a change in control. Payouts on the remaining two-thirds of the CPUs will be based on performance results for the 2024 and 2025 annual performance periods. One-third of the RSAs will vest on each of the first three anniversaries of the grant date, subject to continued service as an employee through each vesting date. If employment is terminated prior to the vesting as a result death or disability, then any unvested RSAs will immediately vest. The 2022 PSUs are also earned based 50% on Adjusted EBITDA(2) and 50% on Digital Revenues and will vest three years from the date of grant, subject to continued service as an employee through the vesting date. Exceptions for involuntary termination without cause, termination due to death or disability, or termination without cause or for good reason in connection with a change in control are discussed in the "Potential Payments Upon Termination or Change In Control" section. Adjusted EBITDA and Digital Revenues are measured over three separate annual performance periods, with one-third of the 2022 PSUs covered by each separate annual performance period. For the 2023 annual performance period, the 2022 PSU goals and performance results were as follows:

  27. Long-Term Incentive

    | | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Performance Results | | Adjusted EBITDA | 50% | $240.0M | $300.0M | $360.0M | $267.7M | | Digital Revenues | 50% | $903.0M | $1,129.2M | $1,355.0M | $1,050.4M |

  28. Long-Term Incentive

    (2) Refer to Appendix A of this proxy statement for our definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the most directly comparable U.S. GAAP measure, which is Net loss attributable to Gannett. Based on these results, 77.8% of the 2022 PSUs eligible for vesting for the 2023 performance period will vest three years from the date of grant, subject to continued service as an employee through the vesting date and to exceptions for involuntary termination without cause, termination due to death or disability, or termination without cause or for good reason in connection with a change in control. Payouts on the remaining one-third of the 2022 PSUs will be based on performance results for the 2024 annual performance period.

  29. Post-Termination Pay

    Post-Termination Pay Key Employee Severance Plan We maintain the Key Employee Severance Plan, as amended (the "Key EE Severance Plan"). Mr. Reed participates in the Key EE Severance Plan, and his multiplier (discussed below) is two. Mr. Horne does not participate in the Key EE Severance Plan because he is entitled to severance benefits under his offer letter agreement, as described below. Under the Key EE Severance Plan. in the event of a participant's involuntary termination other than for Cause, if the participant executes a release and agrees to certain restrictive covenants, the participant is entitled to receive: •unless the termination is also a qualifying termination under the CIC Severance Plan (discussed below), a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination date based on actual performance; and •an amount equal to a "multiplier" that is designated for the participant times the participant's annual base salary rate immediately preceding termination. The Key EE Severance Plan defines "Cause" to mean: (i) the participant's embezzlement, fraud, misappropriation of funds, misappropriation of funds, breach of fiduciary duty or other act of material dishonesty committed by the participant or at his direction; (ii) the participant's failure to perform adequately the duties of his position, as a result of neglect or refusal, that he does not remedy within 30 days after receipt of written notice from the Company; (iii) the participant's material violation of the Company's employment policies; (iv) the participant's gross negligence, including in a supervisory capacity, that causes significant financial or reputational harm to the Company; (v) conviction of, or plea of guilty or nolo contendere by, the participant to a felony or any crime involving moral turpitude; or (vi) a finding by a court of competent jurisdiction in a civil action or by the SEC that the participant has violated any Federal or state securities law. Change in Control Severance Plan We maintain the 2015 Change in Control Severance Plan, as amended (the "CIC Severance Plan"). Messrs. Reed and Horne each participate in the CIC Severance Plan, and each of their multipliers (as described below) are two. In the event of a participant's involuntary termination without Cause or resignation for Good Reason within two years following a Change in Control (as defined below), if the participant executes a release and agrees to certain restrictive covenants, in addition to any compensation and benefits that the participant may be entitled to receive under the Key EE Severance Plan or letter agreement with the Company, the participant is also entitled to receive: •a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination date in an amount equal to the average annual bonus the participant earned with respect to three fiscal years immediately prior to the fiscal year in which the termination date occurs prorated for the portion of the fiscal year elapsed prior to the termination date; •an amount equal to a "multiplier" that is designated for the participant times the sum of: (i) the participant's annual base salary at the highest rate of salary during the 12-month period immediately prior to the termination date or, if higher, during the 12 month period immediately prior to the Change in Control (in each case, as determined without regard for any reduction for deferred compensation, 401(k) plan contributions and similar items); and (ii) the higher of (A) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the Change in Control occurs and (B) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the termination occurs; and •an amount equal to the monthly COBRA cost of the participant's medical and dental coverage in effect as of the date of termination multiplied by the lesser of (A) 18 or (B) 24 minus the number of full months between the date of the Change in Control and the date of termination. In the event of a participant's involuntary termination without Cause or resignation for Good Reason prior to a Change in Control, and the participant reasonably demonstrates that the prior termination (i) was at the request of any third party participating in or causing the Change in Control, or (ii) otherwise arose in connection with, in relation to, or in anticipation of the Change in Control, then the participant is entitled to payments and benefits under the CIC Severance Plan. The CIC Severance Plan defines "Change in Control" to mean: (a) the acquisition by person of beneficial ownership of 20% or more of either the outstanding shares of Company's common stock or the combined voting power of the Company's outstanding voting securities; (b) the individuals who constitute the incumbent Board cease for any reason to constitute at least a majority of the Board; (c) the consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries; or (d) the approval of the stockholders of a complete liquidation or dissolution of the Company. Certain acquisitions and transactions are excluded from the definition of a Change in Control: (i) any acquisition directly from or by the Company; (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or one of its affiliates; (iii) any acquisition or transaction if all or substantially all of the persons who were the beneficial owners of the outstanding company common stock and the outstanding company voting securities immediately prior to such acquisition or transaction beneficially own, directly or indirectly, more than 50% of the outstanding shares of common stock and the combined voting power of the outstanding voting securities of the Company or entity resulting from such transaction; (iv) any acquisition or transaction if no person (excluding any employee benefit plan (or related trust) of the Company or entity resulting from such transaction) beneficially owns, directly or indirectly, 20% or more of the outstanding shares of the Company's common stock or the common stock of the entity resulting from the transaction or the combined voting power of the outstanding voting securities of the Company or the entity resulting from the transaction, except to the extent that such ownership existed prior to the acquisition or transaction; and (v) any acquisition or transaction at least a majority of the members of the Board or the board of directors of the entity resulting from the transaction were members of the incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such acquisition or transaction. Under the CIC Severance Plan, "Cause" has the meaning given such term in the Key EE Severance Plan.

  30. Post-Termination Pay

    The CIC Severance Plan defines "Good Reason" to mean the occurrence after a Change in Control of any of the following without the participant's express written consent, unless fully corrected prior to the date of termination: (i) the material diminution of the participant's duties, authorities or responsibilities from those in effect immediately prior to the Change in Control; (ii) a material reduction in the participant's base salary or target bonus opportunity as in effect on the date immediately prior to the Change in Control; (iii) the relocation of the participant's office from the location at which the participant is principally employed immediately prior to the date of the Change in Control to a location 35 or more miles farther from the participant's residence immediately prior to the Change in Control; (iv) the failure by the Company to pay any material compensation or benefits due to the participant; (v) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the CIC Severance Plan, or if the business of the Company for which the participant's services are principally performed is sold at any time within 24 months after a Change in Control, there is a material diminution of the participant's duties, authorities or responsibilities from those in effect immediately prior to the Change in Control; or (vi) any purported termination of the participant's employment that is not effected pursuant to a notice of termination satisfying the requirements of the CIC Severance Plan.

  31. Offer Letter Agreements

    Offer Letter Agreements Mr. Reed — We entered into an offer letter agreement with Mr. Reed, effective January 1, 2021, pursuant to which Mr. Reed became our employee and serves as our Chief Executive Officer. Pursuant to Mr. Reed's agreement, he is entitled to an annual base salary of at least $900,000 and an annual cash bonus target of at least 110% of his base salary. Pursuant to Mr. Reed's agreement, he is eligible to participate in our Key EE Severance Plan, as amended, and our CIC Severance Plan. Mr. Horne — We entered into an offer letter agreement with Mr. Horne, effective as of April 7, 2020, pursuant to which he serves as our Chief Financial Officer. Mr. Horne's agreement provides that he is entitled to an annual base salary of at least $600,000 and an annual cash bonus target of at least 100% of his base salary. In the event that Mr. Horne's employment is involuntarily terminated by the Company without Cause or he resigns for Good Reason, his agreement provides that he is entitled to receive an amount equal to the sum of his annualized base salary and cash bonus for the most recently completed fiscal year. "Cause" and "Good Reason" have the meanings given such terms by the CIC Severance Plan, described above. Mr. Horne's agreement contains standard non-solicitation restrictions. Pursuant to Mr. Horne's agreement, he is eligible to participate in our CIC Severance Plan.

  32. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  33. 2023 Summary Compensation Table

    | Name (Position) | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael E. Reed | 2023 | 900,000 | — | 1,697,623 | 1,264,609(2) | — | — | 3,862,232 | | CEO | 2022 | 859,615 | 513,652 | 1,999,998 | — | — | 6,184 | 3,379,449 | | | 2021 | 900,000 | — | 6,074,000 | 767,052(3) | — | — | 7,741,052 | | Douglas E. Horne | 2023 | 775,000 | — | 640,873 | 752,298(2) | — | 330,071(4) | 2,498,242 | | CFO | 2022 | 686,539 | 328,738 | 1,166,663 | — | — | 16,184 | 2,198,124 | | | 2021 | 600,000 | — | 581,318 | 562,380(3) | — | 10,000 | 1,753,698 |

  34. 2023 Summary Compensation Table

    | (1) The amounts in this column reflect the aggregate grant date fair value of the stock awards for each year pursuant to ASC 718. Additional details on accounting for stock-based compensation can be found in Note 12 (Supplemental equity and other information) to our consolidated financial statements contained in our 2023 Annual Report on Form 10-K. Pursuant to ASC 718, for 2023 and 2022, the number of shares and the grant date fair value of the 2022 PSUs includes the portion of the 2022 PSUs eligible for vesting for the 2023 annual performance period and 2022 annual performance period, respectively. The number of shares and grant date fair values of the 2022 PSUs eligible for vesting for the 2024 annual performance period will be reported in 2024 using a grant date when the performance target for the 2024 annual performance period is set by the Compensation Committee. The maximum grant date fair values of the 2022 PSUs assigned to the 2023 performance period are $395,247 for Mr. Reed and $131,749 for Mr. Horne. | | (2) Includes the cash incentive payments received under the 2023 ABP ($875,559 for Mr. Reed and $603,163 for Mr. Horne) and the portion of the 2023 CPUs eligible for vesting for the 2023 performance period based on 2023 actual performance ($389,050 for Mr. Reed and $191,666 for Mr. Horne). | | (3) Includes cash incentive payments received under the ABP for 2021. | | (4) Includes a relocation benefit and associated tax gross-up in line with our relocation guidelines. |

  35. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table shows the plan-based awards granted during fiscal year 2023 to each of our NEOs:

  36. Grants of Plan-Based Awards in 2023

    | Name | Award Type(1) | Grant Date | Number of Units Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock(2)(3) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold # | Target # | Maximum # | | | | Michael E. Reed | RSA(4) | 3/24/2023 | | | | | | | | 819,672 | 1,500,000 | | | 2022 PSU(5) | 3/24/2023(2) | | | | | 53,995 | 107,991 | 215,982 | | 197,624 | | | 2023 CPU(6) | 3/24/2023 | 500,000 | 250,000 | 500,000 | 600,000 | | | | | | | | ABP | | | | 1,125,000 | | | | | | | | Douglas E. Horne | RSA(4) | 3/24/2023 | | | | | | | | 314,207 | 574,999 | | | 2022 PSU(5) | 3/24/2023(2) | | | | | 17,998 | 35,997 | 71,994 | | 65,875 | | | 2023 CPU(6) | 3/24/2023 | 191,666 | 95,833 | 191,666 | 229,999 | | | | | | | | ABP | | | | 775,000 | | | | | | |

  37. Grants of Plan-Based Awards in 2023

    | (1) RSAs are time-vesting shares of restricted stock, PSUs are performance-vesting stock units, CPUs are performance-vesting units payable in cash, and ABP are cash incentive awards under the 2023 ABP. | | (2) Under ASC 718, if an award of a target number of shares is made at the beginning of a multi-year performance period with a portion of the award eligible for vesting for each successive annual performance periods, and the performance target for each annual performance period is set at the beginning of that annual performance period, then each annual performance period has a separate grant date when the performance target for that annual performance period is set for purposes of measuring the grant date fair value of the portion of the award eligible for vesting for that annual performance period. Accordingly, the number of shares and the grant date fair value of the 2022 PSUs at threshold, target and maximum reflect only the portion of the 2022 PSUs eligible for vesting for the 2023 annual performance period. | | (3) The amounts shown in this column represent the aggregate grant date fair value of awards pursuant to ASC 718. Additional details on accounting for stock-based compensation can be found in Note 12 (Supplemental equity and other information) to our consolidated financial statements contained in our 2023 Annual Report on Form 10-K. | | (4) Pursuant to the award agreement for these RSAs, one-third of this award vested on March 24, 2024, one-third will vest on March 24, 2025, and the remaining one-third will vest on March 24, 2026, subject to the NEO's continued service through each vesting date. If employment is terminated prior to the vesting as a result death or disability, then any unvested RSAs will immediately vest. | | (5) The 2022 PSUs have a three-year performance period (2022 through 2024) consisting of three separate annual performance periods, with one-third of the target number of shares eligible for vesting for each annual performance period. The performance target for each annual performance period is set by the Compensation Committee in the first quarter of that year. The Grant Date reflects the date the performance targets were set for the 2023 performance period. The 2022 PSUs will vest three years from the initial grant date subject to the performance achieved for each annual performance period, continued employment through the vesting date, and exceptions for involuntary termination without cause, termination due to death or disability, or termination without cause or for good reason in connection with a change in control. |

  38. Grants of Plan-Based Awards in 2023

    | (6) The 2023 CPUs have a three-year performance period (2023 through 2025) consisting of three separate annual performance periods, with one-third of the target number of units eligible for vesting each annual performance period. The performance target for each annual performance period is set by the Compensation Committee in the first quarter of that year. If an award of a target amount is made at the beginning of a multi-year performance period with a portion of the award eligible for vesting for each successive annual performance periods, and the performance target for each annual performance period is set at the beginning of that annual performance period, then each annual performance period has a separate grant date when the performance target for that annual performance period is set for purposes of this table. Accordingly, the value of the 2023 CPUs at threshold, target and maximum reflect only the portion of the 2023 CPUs eligible for vesting for the 2023 annual performance period. The CPUs will vest three years from the initial grant date subject to the performance achieved for each annual performance period, continued employment through the vesting date, and exceptions for involuntary termination without cause, termination due to death or disability, or termination without cause or for good reason in connection with a change in control. |

  39. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The table below sets forth the outstanding stock awards that were held by each of our NEOs as of December 31, 2023. There were no outstanding stock option awards held by our NEOs as of December 31, 2023.

  40. Outstanding Equity Awards at December 31, 2023

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(1) ($) | | Michael E. Reed | 3/23/2022 | 216,091(2) | 497,009 | | | | | 3/24/2023 | 819,672(3) | 1,885,246 | | | | | 3/24/2023 | 84,027(4) | 193,262 | 53,996(5) | 124,191 | | Douglas E. Horne | 3/3/2021 | 36,704(2) | 84,419 | | | | | 3/23/2022 | 72,030(2) | 165,669 | | | | | 6/15/2022 | 108,632(2) | 249,854 | | | | | 3/24/2023 | 314,207(3) | 722,676 | | | | | 3/24/2023 | 28,009(4) | 64,421 | 17,998(5) | 41,395 |

  41. Outstanding Equity Awards at December 31, 2023

    | (1) The market value of shares or units that have not vested was calculated using a stock price of $2.30, which was the closing price of our common stock on December 29, 2023, the last trading day of the 2023 fiscal year. | | (2) These RSAs vest 33.3% of shares on the first anniversary of the grant date, 33.3% on the second anniversary of the grant date, and the remaining 33.4% on the third anniversary of the grant date, subject to the NEOs continued service as an employee through each vesting date and the terms of the award agreement. | | (3) One-third of these RSAs vest on each of the first three anniversaries of the grant date, subject to the NEOs continued service as an employee through each vesting date and the terms of the award agreement. | | (4) Represents the portion of the 2022 PSUs eligible for vesting for the 2023 and 2022 performance periods based on actual achievement of performance goals. These PSUs vest on the third anniversary of the grant date subject to the NEOs continued service as an employee through the vesting date and the terms of the award agreement. | | (5) Represents the portion of the 2022 PSUs eligible for vesting for the 2024 performance period based on achievement of threshold performance. We are disclosing the 2022 PSUs eligible for vesting for the 2024 performance period valued as of December 31, 2023 in order to provide a more complete disclosure of the grant opportunity provided to the NEO, however, under FASB Topic 718, this portion of the 2022 PSUs were not considered granted as of December 31, 2023 because the applicable performance target for the 2024 performance period had not yet been established. See footnote (2) to the Grant of Plan-Based Awards Table regarding the treatment under FASB ASC Topic 718 of awards with a multi-year performance period where the performance target for each annual performance period is set at the beginning of each annual performance period. |

  42. Stock Vested in 2023

    Stock Vested in 2023 The following table provides information about the stock awards held by our NEOs that vested during fiscal year 2023. Our NEOs did not have any outstanding stock options that vested during fiscal year 2023.

  43. Stock Vested in 2023

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Michael E. Reed | 259,883(3) | 547,026 | | Douglas E. Horne | 288,221(4) | 624,520 |

  44. Stock Vested in 2023

    | (1) The number of shares and amounts reflected in the table are reported on an aggregate basis and do not reflect shares withheld to pay withholding taxes. | | (2) The value realized on vesting is equal to the number of shares vested multiplied by the closing price of a share of our common stock on the vesting date (or if such date falls on a weekend or public holiday, the closing price of a share of our common stock on the date immediately prior to the vesting date on which our shares traded). | | (3) Includes RSAs granted in 2022 and PSUs granted in 2021 that vested in 2023. | | (4) Includes RSAs granted in 2020, 2021, and 2022 that vested in 2023. |

  45. Pension Benefits

    Pension Benefits None of our named executive officers were participants in a tax-qualified defined benefit plans or supplemental executive retirement plans during the fiscal year ended December 31, 2023.

  46. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation Neither Mr. Reed nor Mr. Horne are eligible to participate in any nonqualified deferred compensation plans maintained by us. Accordingly, there were no contributions or withdrawals by them under such arrangements during the 2023 fiscal year.

  47. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table estimates the amount of compensation payable to Messrs. Reed and Horne in the event of termination of employment, assuming that such terminations were effective as of December 31, 2023.

  48. Potential Payments Upon Termination or Change in Control

    | | Involuntary Termination without Cause or Voluntary Termination for Good Reason upon a Change in Control ($) | Involuntary Termination without Cause ($) | Voluntary Termination for Good Reason ($) | Voluntary Termination without Good Reason ($) | Termination upon Death or Disability ($) | | Michael E. Reed | | | | | | | ABP | 640,352 | 875,559 | — | — | — | | Severance Pay | 4,880,704 | 1,800,000 | — | — | — | | PSUs(1) | 441,644(2) | 114,193(3) | — | — | 114,193(3) | | RSAs(1) | — | — | — | — | 2,382,255(4) | | CPUs | 1,389,050(5) | 389,050(6) | — | — | 389,050(6) | | Executive Insurance and Related Benefits(7) | 34,659(8) | — | — | — | — | | Total | 7,386,409 | 3,178,802 | — | — | 2,885,498 | | Douglas E. Horne | | | | | | | ABP | 497,039 | 603,163 | — | — | — | | Severance Pay | 2,544,078 | 1,103,738 | 1,103,738 | — | — | | PSUs(1) | 147,214(2) | 38,063(3) | — | — | 38,063(3) | | RSAs(1) | — | — | — | — | 1,222,618(4) | | CPUs | 532,469(5) | 149,135(6) | — | — | 149,135(6) | | Executive Insurance and Related Benefits(7) | 44,900(8) | — | — | — | — | | Total | 3,765,700 | 1,894,099 | 1,103,738 | — | 1,409,816 |

  49. Potential Payments Upon Termination or Change in Control

    | (1) The value of PSUs and RSAs is determined by multiplying the number of shares that would have vested as of December 31, 2023 in connection with a qualifying termination by $2.30, the closing price of a share of our common stock on December 29, 2023, the last trading day of the 2023 fiscal year. | | (2) In the event of termination without cause or for good reason in connection with a change in control, all unvested PSUs vest immediately based on the actual achievement of performance goals through termination. | | (3) In the event of involuntary termination without cause or termination due to death or disability, a prorated number of PSUs vest immediately based on actual achievement of performance goals through termination | | (4) In the event of termination as a result of death or disability, then any unvested RSAs immediately vest. | | (5) In the event of termination without cause or for good reason in connection with a change in control, all unvested CPUs vest immediately based on actual performance for completed annual performance periods and target performance for annual performance periods that have not been completed. | | (6) In the event of involuntary termination without cause or termination due to death or disability, a prorated amount of CPUs vest immediately based on actual achievement of performance goals through termination. | | (7) Amounts shown in this row do not include insurance and related benefits that are available generally to all salaried Company employees under plans and arrangements that by their terms do not discriminate in favor of executive officers. | | (8) This amount represents the monthly COBRA cost of medical and dental coverage for 18 months based on the rates in effect on December 31, 2023. |

  50. Compensation of Directors

    Compensation of Directors For 2023, each non-employee director received an annual retainer fee of $100,000 (or a pro-rated portion of such fee for directors who served for part of the year), payable quarterly. In addition, the chairs of the Audit, Nominating and Corporate Governance, Compensation, and Transformation Committees of the Board, received an additional annual fee of $20,000, and the Lead Director received an additional annual fee of $40,000. For 2023, the annual retainer fees and additional annual fees to non-employee directors were paid in cash, except with respect to Mr. Louis, who elected to receive his annual retainer fee in shares of our common stock. Directors who are employed by us do not receive compensation for their service as members of the Board. For 2023, each non-employee director also received an annual stock grant with a value of $125,000. The grant was made on June 2, 2023, and the number of shares of stock awarded was determined by dividing the value of the annual stock grant ($125,000), by the closing price of a share of our common stock on the grant date ($2.25). Each non-employee director is also eligible for a match from the Gannett Foundation on charitable gifts made by the non-employee director to eligible charitable organizations up to a maximum of $10,000 per year. Members of the Board, other than Mr. Reed, are also reimbursed for reasonable costs and expenses incurred in attending meetings of our Board.

  51. 2023 Director Compensation Table

    2023 Director Compensation Table

  52. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Michael E. Reed(4) | — | — | — | — | | Kevin M. Sheehan | 160,000 | 125,000 | — | 285,000 | | Theodore P. Janulis | 120,000 | 125,000 | 2,500 | 247,500 | | John Jeffry Louis III | 100,000(5) | 125,000 | — | 225,000 | | Maria M. Miller | 100,000 | 125,000 | — | 225,000 | | Amy E. Reinhard | 100,000 | 125,000 | — | 225,000 | | Debra A. Sandler | 120,000 | 125,000 | — | 245,000 | | Laurence Tarica | 120,000 | 125,000 | — | 245,000 | | Barbara W. Wall | 100,000 | 125,000 | — | 225,000 |

  53. 2023 Director Compensation Table

    | (1) Amounts in this column reflect the annual retainer fee paid to each of our non-employee directors, the additional annual fee of $40,000 paid to Mr. Sheehan for his services as our Lead Director, and the additional fee of $20,000 paid to each of Messrs. Sheehan, Janulis and Tarica and Ms. Sandler for service as chair of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Transformation Committee, respectively. | | (2) The amounts in this column reflect the aggregate grant date fair value of the stock awards for each year pursuant to ASC 718. These amounts reflect the annual stock grants made to each of our non-employee directors of 55,555 shares of common stock on June 2, 2023. The number of shares of stock was determined by dividing the value of the annual stock grant ($125,000), by the closing price of a share of our common stock on the grant date ($2.25). | | (3) Amounts in this column represent charitable gifts made by the Gannett Foundation pursuant to the Gannett Match program. The Gannett Match program matches eligible gifts made by Company employees and directors up to an aggregate of $10,000 a year. Gifts must be made to eligible organizations, including tax-exempt charitable organizations, tax-exempt hospitals or medical centers, and tax-exempt colleges, universities, graduate or professional schools, engineering or technical institutions and public and private preschools, elementary and secondary schools in the U.S. and its territories. | | (4) As our CEO and President, Mr. Reed is an employee and receives no compensation for services as a director. | | (5) Mr. Louis elected to receive his annual retainer fee in shares of our common stock in 2023. He was awarded 13,368 shares on March 31, 2023; 11,111 shares on June 30, 2023; 10,204 shares on September 30, 2023; and 10,869 shares on December 31, 2023. The number of shares was determined by dividing the foregone annual retainer fee by the closing price of a share of our common stock on the grant date or, if the grant date was not a business day, the last previous business day before the grant date. |

  54. CEO PAY RATIO

    CEO PAY RATIO Our CEO to median compensated employee pay ratio is 1:76, with the 2023 Summary Compensation Table annual total compensation amount for Mr. Reed being $3,862,232 and the equivalent annual total compensation for the identified median compensated employee being $50,856. To determine our median compensated employee, we reviewed our global employee population, consisting of approximately 10,000 U.S. employees and approximately 2,810 non-U.S. employees who were employed by us as of December 31, 2023. The approximate number of excluded employees by country were as follows: Australia (60), Canada (30) and New Zealand (30). As a result, our median compensated employee determination includes approximately 12,690 employees (including approximately 2,000 in the U.K and 690 in India), whether full-time or part-time, which represents approximately 99% of our global employee population as of December 31, 2023. To identify our median compensated employee from the selected employee population, we used Form W-2 box 5 wages (and the equivalent amounts for our non-US employees) as our consistently applied compensation measure ("CACM"). We annualized the CACM for permanent employees that were newly hired in 2023, and we did not make any cost-of-living adjustments. We excluded employees who had been on leave for more than one year. To calculate the annual total compensation for our median compensated employee, we used a methodology consistent with that used for the 2023 Summary Compensation Table. We did not make any assumptions, adjustments, or estimates with respect to annual total compensation. Because SEC rules for identifying a median compensated employee allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies.

  55. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our principal executive officer (the "PEO") and the average compensation for our other named executive officers ("non-PEO NEOs"), both as reported in the Summary Compensation Table in this proxy statement and with certain adjustments to reflect the compensation "actually paid" or "CAP" to such individuals, as defined under the SEC's pay versus performance disclosure rules, for each of fiscal year 2023, 2022, 2021 and 2020. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, see the Compensation Discussion and Analysis in this proxy statement.

  56. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation "Actually Paid" to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation "Actually Paid" to non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) (in thousands) | Adjusted EBITDA(8) (non-GAAP) (in thousands) | | | | | | | Company TSR(5) | Peer Group TSR(5)(6) | | | | 2023 | $3,862,232 | $2,599,487 | $2,498,242 | $2,742,587 | $36.05 | $152.01 | ($27,894) | $267,683 | | 2022 | $3,379,449 | ($4,562,882) | $2,198,124 | $572,427 | $31.82 | $113.62 | ($78,255) | $257,283 | | 2021 | $7,741,052 | $12,327,052 | $1,753,698 | $2,678,593 | $83.54 | $149.49 | ($136,171) | $433,712 | | 2020 | — | — | $3,185,057 | $2,100,096 | $52.66 | $120.71 | ($672,397) | $413,895 |

  57. PAY VERSUS PERFORMANCE

    | (1) Reflects compensation for Michael Reed, our Chief Executive Officer, for 2023, 2022 and 2021 as reported in the Summary Compensation Table for the applicable year. For 2020, our Chief Executive Officer was an employee of, and was compensated exclusively by our former manager and our former manager did not disclose to our Board the compensation paid to him. The PEO received a special inducement equity award at the start of his employment by the Company in 2021. | | (2) The dollar amounts reported in this column represent the amount of compensation "actually paid" to the PEO in 2023, 2022 and 2021 as computed in accordance with the SEC's pay versus performance disclosure rules. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to the PEO during the applicable fiscal year. The following table provides additional information as to the amounts deducted from and added to the Summary Compensation Table Total for PEO pursuant to the SEC's rules to determine Compensation "Actually Paid" to PEO: |

  58. PAY VERSUS PERFORMANCE

    | | PEO | | | 2023 | | Summary Compensation Table Total for PEO | $3,862,232 | | Adjustments: | | | Deduct: Grant date fair value of equity awards granted during fiscal year as reported in the Summary Compensation Table | $1,697,623 | | Add: Fair value of equity awards granted in current fiscal year – value at year-end | $2,078,510 | | Add: Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $58,345 | | Add: Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $19,463 | | Deduct: Fair value of equity awards that were cancelled in current fiscal year - value at prior fiscal year-end | $1,721,440 | | Compensation "Actually Paid" to PEO | $2,599,487 |

  59. PAY VERSUS PERFORMANCE

    | (3) Reflects the average compensation for the non-PEO NEOs in each respective year based on compensation amounts reported in the Summary Compensation Table for the applicable year. Douglas Horne was the only non-PEO NEO for 2023, 2022 and 2021. The non-PEO NEOs for 2020 were Paul Bascobert, Alison Engel, and Douglas Horne. | | (4) The dollar amounts reported in this column represent the average amount of compensation "actually paid" to the non-PEO NEOs in each respective year, as computed in accordance with the SEC's pay versus performance disclosure rules. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable fiscal year. The following table provides additional information as to the amounts deducted from and added to the Average Summary Compensation Table Total for non-PEO NEOs pursuant to the SEC's rules to determine Average Compensation "Actually Paid" to non-PEO NEOs: |

  60. PAY VERSUS PERFORMANCE

    | | Other non-PEO NEOs (Average) | | | 2023 | | Summary Compensation Table Total for non-PEO NEOs | $2,498,242 | | Adjustments: | | | Deduct: Grant date fair value of equity awards granted during fiscal year as reported in Summary Compensation Table | $640,873 | | Add: Fair value of equity awards granted in current fiscal year – value at year-end | $787,097 | | Add: Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $58,689 | | Add: Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $39,432 | | Compensation "Actually Paid" to non-PEO NEOs | $2,742,587 |

  61. PAY VERSUS PERFORMANCE

    | (5) Total Stockholder Return, or TSR, is cumulative for the measurement periods beginning on December 31, 2019, and ending on December 31 of each respective year, calculated in accordance with Item 201(e) of Regulation S-K. | | (6) The peer group used for this purpose is the S&P 1500 Publishing & Printing index. | | (7) Reflects Net Income (loss) as reported in the Company's Consolidated Statements of Operations and Comprehensive Income (loss) included in the Company's Annual Reports on Form 10-K for the year ended December 31, 2023. Net Income includes amounts attributable to non-controlling interests. | | (8) The Adjusted EBITDA measure was utilized for both our short-term incentive compensation program, as well as for setting goals for performance-based long-term incentives. We reconcile Adjusted EBITDA to Net income (loss) attributable to Gannett, which excludes amounts attributable to non-controlling interests. Refer to Appendix A of this proxy statement for our definition of Adjusted EBITDA, as well as a reconciliation of Adjusted EBITDA to the most directly comparable U.S. GAAP measure, which is Net loss attributable to Gannett. |

  62. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs with respect to the relationships between information presented in the Pay Versus Performance table.