DEF 14A of USA TODAY Co., Inc., Apr 18, 2025

DEF 14A of USA TODAY Co., Inc.

Filed Apr 18, 2025 · FY20240001579684-25-000019

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name | Age | Recent Professional Experience | Committees | | Maha Al-Emam* | 49 | Former Advisor, Warner Bros. Discovery Global Brand Franchise | AC, TC | | Theodore P. Janulis* | 66 | Founder and Principal, Investable Oceans | AC, CC, NGC | | John Jeffry Louis III* | 62 | Co-Founder and Former Chairman, Parson Capital Corporation | CC, NGC, SRC | | Michael E. Reed | 58 | Chief Executive Officer, Gannett Co., Inc. | — | | Amy Reinhard* | 50 | President of Advertising, Netflix, Inc. | NGC, TC | | Debra A. Sandler* | 65 | President and Chief Executive Officer, La Grenade Group, LLC | CC, NGC, TC | | Kevin M. Sheehan* | 71 | Chairman and Interim Chief Executive Officer, Dave & Buster's Entertainment, Inc. | AC, CC, SRC | | Laurence Tarica* | 75 | Former President and Chief Operating Officer, Jimlar Corporation | AC, NGC, TC, SRC | | Barbara W. Wall* | 70 | Former Chief Legal Officer, Gannett Media Corp. | NGC, 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 prioritize a digital-first strategy, focusing on audience growth and engagement while diversifying revenue streams.

  5. Company Governance Highlights

    Company Governance Highlights Operating Priorities. Our strategy is rooted in three operating pillars: (i) expanding our reach and engagement, (ii) diversifying our digital revenues, and (iii) strengthening our capital structure, all supported by what we believe is a stable and increasingly agile foundation which we continue to optimize as the business and industry evolves. We believe our strategy will allow us to continue our evolution to a sustainable, growth-focused media and digital marketing solutions company. We prioritize growing digital revenues by expanding our reach and engagement with customers across markets and diversifying digital revenues through a diverse portfolio of meaningful digital revenue streams and employing a holistic monetization strategy that maximizes revenue opportunities across the spectrum and tailors such opportunities based on individual consumer habits. Our mission remains to inspire, inform, and connect communities while driving sustainable growth for our customers, advertisers, partners, and stockholders. Robust Stock Ownership Guidelines. Over the past few years, we have updated our Stock Ownership Guidelines based on feedback from proxy research firms to establish minimum ownership levels for our named executive officers. ("NEOs"). We believe this requirement further aligns the interests of our NEOs with the interests of our stockholders and promotes our commitment to good corporate governance. 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 2024, 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 third quarter of 2024. In early 2025, 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 environmental, social, and governance initiatives, the significant progress on debt repayment, 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 or directors (the "Board") and specific Board committees on the substance and nature of our stockholder communications. This feedback was used to help shape our 2025 proxy statement disclosures and the re-inclusion of Proposals 4 and 5 to further promote stockholder democracy and increase the Board's accountability to stockholders. Adoption of these proposals requires approval from the holders of a supermajority of our outstanding shares. 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. A majority of the directors serving on our Board are considered independent directors under the listing standards of the New York Stock Exchange ("NYSE"). 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. In 2024, Maha Al-Emam, a digital executive in media and technology, joined our Board as an independent director. Ms. Al-Emam brings to the board valuable and significant 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. Company Culture. We believe our employees are our greatest asset and the foundation of our business is the people and employees who make our day-to-day operations possible. Having and fostering a broad range of experiences, opinions and perspectives are core to our shared values and form the critical pillars of how we deliver value to our customers and communities. 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. Community Impact. We are committed to ensuring our coverage is widely available, actively promoted across our media sites and marketed to our millions of registered users. In early 2025, we published our network-wide 2024 Journalism Impact Report, which highlighted what we believe are the most influential stories we produced in 2024 and highlights our commitment to accountability and to serving the people in our communities. Artificial Intelligence. As the use of Artificial Intelligence ("AI") becomes increasingly prominent, we are constantly evaluating and researching opportunities and benefits it may offer for Gannett and its stakeholders. We also recognize that this technology is complex and evolving quickly, and accordingly, requires careful and responsible use to protect our business, employees, assets, and customers. We have established an internal AI Council to oversee our use of AI at Gannett. With representation from functional areas and including broad expertise relating to AI and other relevant topics, the AI Council is responsible to help guide and oversee our use of AI. Through research and collaboration with stakeholders and subject matter experts, we seek to establish best practices, policies, and frameworks that ensure AI technologies are developed and deployed responsibly, ethically, safely and efficiently.

  6. Director Nominees Experience and Skills

    Director Nominees Experience and Skills 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

    Number of Director Nominees Displaying Key Competencies For more information regarding our directors, director nominees, and our corporate governance, see "Proposal No. 1 – Election of Directors" and "Corporate Governance."

  8. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The first proposal is to elect nine director nominees to serve until the 2026 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 directors to serve until the 2026 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 were elected at the last annual meeting and all nominees have agreed to serve if elected. 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 because 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, and diversity of experience, skills, and expertise 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 experience, skills, expertise, background, 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 as of the date of this proxy statement.

  10. Information Concerning our Director Nominees

    | Name, Position, Age | Description | | Michael E. Reed Chairman of the Board, Chief Executive Officer and President Age: 58 Director since November 2013 | Mr. Reed 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. Previously, he was 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 has a deep understanding of our operations, strategy and people, as well as our industry, serving in senior executive capacities in the newspaper and media industries for more than 30 years. Mr. Reed also has extensive corporate board experience. | | Kevin M. Sheehan Lead Director Age: 71 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. Mr. Sheehan currently serves as a director, and since April 2021 as Chairman, of Dave & Buster's, Inc. (Nasdaq: PLAY), as well as its Interim Chief Executive Officer since December 2024, having previously served as its Interim Chief Executive Officer from October 2021 to June 2022. 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 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 Age: 49 Director Since June 2024 | 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, Ms. 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. Ms. 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, Ms. 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. Ms. 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: 66 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: 62 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: 50 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: 65 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, 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: 75 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: 70 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. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE The Board believes that effective oversight of corporate governance matters is core to its risk oversight function and is essential to providing value to stockholders and benefiting the communities we serve. As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to our communities. Our journalists seek to shed light on important issues and our marketing endeavors promote meaningful connections in our communities. The Board's oversight of corporate governance matters includes review of the following on at least an annual basis: •human resource policies and practices; •privacy and data security practices; •executive compensation programs; •annual stockholder engagement activity; •the whistleblower program and procedures for handling complaints; and •the code of business conduct and ethics, code of ethics for executive officers, and related compliance activities. Essential to Gannett's mission of empowering its communities to thrive are the pillars that make up our corporate social responsibility position. Whether reporting the latest news or providing business-to-business solutions, Gannett supports its corporate mission and purpose with mindful and ethical business practices that positively impact communities, people, and the planet.

  15. Community Impact

    Community Impact 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. Gannett is committed to ensuring our coverage is widely available, actively promoted across our media sites and marketed to our millions of registered users. In January 2025, we published our network-wide 2024 Journalism Impact Report, which highlighted what we believe are the most influential articles we produced in 2024 and covers topics such as coverage on inclusion, diversity and equity as well as climate change. The Company is committed to the ongoing publishing of an annual network-wide Journalism Impact Report, which surfaces the top stories we produced that led to action.

  16. 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, Reinhard, Sandler and Wall, and Messrs. Janulis, Louis, Sheehan and Tarica are independent for purposes of Sections 303A.01 and 303A.02 of the NYSE Listed Company Manual 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 considered independent.

  17. 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, 2024 ("fiscal year 2024") were as follows:

  18. Named Executive Officers

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

  19. Named Executive Officers

    Mr. Reed, age 58, 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 54, served as our Chief Financial Officer from April 2020 to March 2025 and was our Chief Accounting Officer from April 2020 to August 2023. He was responsible for leading our corporate development, client success, enterprise data, finance, manufacturing and distribution, and technology organizations. Additionally, Mr. Horne was responsible for helping guide our business strategy, as well as interfacing with our Board and investors. He has more than 30 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. In addition to the NEOs for fiscal year 2024 listed above, we also have the following executive officer: Trisha Gosser, age 46, has served as our Chief Financial Officer since March 2025. Ms. Gosser has worked in finance roles for the Company since January 2007 most recently serving as Deputy Chief Financial Officer from January 2023 to March 2025 and as the Senior Vice President - Finance and Investor Relations from April 2021 to January 2023. Prior to joining the Company, Ms. Gosser served in finance roles at Mitsubishi Electric Automation, Inc. and Brunswick Corporation (NYSE: BC).

  20. Elements of our NEO Compensation Program

    2024 Target Compensation Mix The following charts show the target compensation mix for our NEOs. For purposes of the charts below, long-term incentive awards reflect the target grant value of cash performance units ("CPUs") granted in 2024 ("2024 CPUs") and time-based restricted stock units ("RSUs") granted in 2024 ("2024 RSUs") to our NEOs. In accordance with applicable rules and guidance, only the 2024 CPUs eligible for vesting based on the 2024 performance period are included in the Summary Compensation Table in this proxy statement. In addition, the values shown in the Summary Compensation Table include the value of the performance stock units ("PSUs") granted in 2022 ("2022 PSUs") eligible for vesting based on the 2024 performance period in accordance with FASB ASC Topic 718, Compensation — Stock Compensation ("ASC 718") and the CPUs granted in 2023 ("2023 CPUs") eligible for vesting based on the 2024 performance period. The charts below include the full value of the 2024 CPUs, including the portions eligible for vesting based on the 2025 and 2026 performance periods, and exclude the value of the 2022 PSUs and 2023 CPUs. Base Salary On an annual basis, the Compensation Committee reviews and considers changes to each NEO's base salary in light of factors such as the nature and responsibility of the position, individual and Company performance, and competitive market assessment. Effective as of July 1, 2024, the Compensation Committee approved an increase of $25,000 in Mr. Horne's base salary rate for 2024 in recognition of his performance.

  21. Elements of our NEO Compensation Program

    Annual Incentive Compensation 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 2024 was $1,125,000, which was 125% of his base salary. Mr. Horne's annual target bonus level for 2024 was $800,000, which was 100% of his base salary. Depending on the level of performance achieved, Messrs. Reed and Horne could earn between zero percent and 140% of their respective annual target bonus opportunity. For fiscal year 2024, the bonus structure for our NEOs was based on the attainment of Company performance goals (the "Company Performance Measure"), business segment goals ("Key Performance Drivers") and individual performance goals as follows: We selected Total Adjusted EBITDA and Total Revenue as the Company Performance Measure for 2024 because these measures offer a useful view of the overall operations of our business. We believe the Key Performance Drivers align to strategic priorities within our business segments. The threshold and maximum goals as a percentage of target goals are set as follows:

  22. Elements of our NEO Compensation Program

    | | Threshold (50% Payout) | Target (100% Payout) | Maximum (140% Payout) | | Total Adjusted EBITDA | | | | | Chief Executive Officer | 90% | 100% | 120% | | Former Chief Financial Officer | 85% | 100% | 120% | | Total Revenue | 90% | 100% | 120% | | Key Performance Drivers | 80% | 100% | 120% |

  23. Elements of our NEO Compensation Program

    | Name | Company Performance Measure Payout % | Key Performance Drivers Payout % | Individual Performance Achievement % | Individual Performance Adjusted Payout % | Overall Payout % | | Michael E. Reed | 91.8% | 65.1% | 100% | 70% | 79.7% | | Douglas E. Horne | 92.1% | 65.1% | 100% | 70% | 79.8% |

  24. Elements of our NEO Compensation Program

    | Name | Target as a % of Base Salary | Target Amount(1) | Overall Payout % | Payout Amount | | Michael E. Reed | 125% | $1,125,000 | 79.7% | $896,091 | | Douglas E. Horne | 100% | $800,000 | 79.8% | $638,700 |

  25. Elements of our NEO Compensation Program

    (1) Target amounts reflect base salary rates as of December 31, 2024. Long-Term Incentive Compensation The Compensation Committee may grant long-term incentives, in the form of cash or equity, in its discretion. During fiscal year 2024, Messrs. Reed and Horne were eligible to receive awards under our 2023 Stock Incentive Plan (the "2023 Plan"). In August 2024, the Compensation Committee set Messrs. Reed's and Horne's target long-term incentive value at $3,000,000 and $1,150,000, respectively, which was equally divided between CPUs and RSUs. In determining each NEO's target long-term incentive values, the Compensation Committee considered market data as well as each executive's experience and performance. The table below shows the target value of the long-term incentive awards granted in 2024:

  26. Elements of our NEO Compensation Program

    | Name | 2024 CPUs | 2024 RSUs | Total | | Michael E. Reed | $1,500,000 | $1,500,000 | $3,000,000 | | Douglas E. Horne | $575,000 | $575,000 | $1,150,000 |

  27. Elements of our NEO Compensation Program

    2024 RSUs. The 2024 RSUs will vest one-third on the first, second, and third anniversaries of the date of grant, generally subject to continued service as an employee through each vesting date. The number of RSUs which vest on each vesting date will be settled in a like number of shares of Company common stock. Mr. Horne forfeited his 2024 RSUs upon his separation from the Company. 2024 CPUs. The 2024 CPUs will be earned based on the Company's performance with respect to Total Adjusted EBITDA(1) and Total Digital Revenues (each weighted at 50%). The Compensation Committee selected Total Adjusted EBITDA and Total Digital Revenue 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 the level of performance achieved and generally subject to continued service as an employee through the vesting date. In connection with Mr. Horne's separation from the Company, his 2024 CPUs eligible for vesting for the 2024 performance period vested based on actual performance results, a prorated portion of the 2024 CPUs assigned to the 2025 performance period vested at target, and the 2024 CPUs assigned to the 2026 performance period were forfeited. Total Adjusted EBITDA and Total Digital Revenues are measured over three separate annual performance periods, with one-third of the 2024 CPUs covered by a separate 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 Compensation Committee chose this approach to manage uncertainty while connecting a meaningful portion of compensation to results over the full three-year period. The 2024 CPUs have a threshold and maximum payout at 50% and 140% of target, respectively. 2022 PSUs and 2023 CPUs. The 2022 PSUs and 2023 CPUs are also earned based on the Company's performance with respect to Total Adjusted EBITDA(1) and Total Digital Revenues (each weighted at 50%) and will vest three years from the date of grant, generally subject to continued service as an employee through the vesting date. Total Adjusted EBITDA and Total Digital Revenues are measured over three separate annual performance periods, with one-third of each award covered by each separate annual performance period. The 2022 PSUs and 2023 CPUs have a threshold payout at 50% of target and a maximum payout at 200% and 120% of target, respectively. In connection with Mr. Horne's separation from the Company, his 2023 CPUs eligible for vesting for the 2023 and 2024 performance periods vested based on actual performance results and a prorated portion of the 2024 CPUs assigned to the 2025 performance period vested at target. 2024 Performance Goals and Results. The table below shows the performance goals and results for the 2024 performance period for the 2022 PSUs, 2023 CPUs, and 2024 CPUs:

  28. Elements of our NEO Compensation Program

    Based on these results, 93.4% of target was earned with respect to each of the above long-term incentive awards and which vest in accordance with the following, generally subject to continued service through each vesting date: • earned 2022 PSUs vested in March 2025; • earned 2023 CPUs will vest in March 2026; and • earned 2024 CPUs will vest in March 2027. (1) 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. For Mr. Horne, the 2023 CPUs and 2024 CPUs earned for 2024 performance period vested upon his separation from the Company. The following table shows the number of PSUs and value of CPUs earned for the 2024 performance period:

  29. Elements of our NEO Compensation Program

    | Name | 2022 PSUs (#) | 2023 CPUs ($) | 2024 CPUs ($) | | Michael E. Reed | 100,907 | 467,200 | 467,200 | | Douglas E. Horne | 33,635 | 179,093 | 179,092 |

  30. Elements of our NEO Compensation Program

    Benefits and Perquisites 401(k) Savings Plan. We maintain the Gannett Media Corp. 401(k) Savings Plan (the "Gannett 401(k) Plan"). Each of our NEOs participated in the Gannett 401(k) Plan in 2024. The Gannett 401(k) Plan permitted eligible participants to make pre-tax and Roth contributions. For purposes of the Gannett 401(k) Plan and subject to the Internal Revenue Code limits on the amount of compensation that could be taken into account, compensation generally includes a participant's base salary, performance-based bonuses, and pre-tax contributions to the Company's benefit plans. Prior to October 24, 2022, the Gannett 401(k) Plan provided for a matching contribution of 50% of contributions up to 5% of eligible pay. Effective October 24, 2022, the Gannett 401(k) Plan was amended to cease matching contributions. Beginning in July 2024, matching contributions to the Gannett 401(k) Plan were reinstated, and the current matching formula is 25% of contributions up to the first 4% of eligible pay. Security Arrangements. Due to increased security risks inherent in senior executive positions, in 2024 we provided our Chief Executive Officer with certain personal security as needed. While we view these security services as necessary and appropriate business expenses, they were deemed to be taxable income to the recipient and a supplemental payment was made to our Chief Executive Officer to help offset the incremental tax impact. Relocation Benefits. We maintain market competitive relocation guidelines for senior leadership, which provide for reimbursement of and payments for certain relocation expenses. 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 did not participate in the Key EE Severance Plan because he was 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 generally defines "Cause" to include the participant's embezzlement, fraud, misappropriation of funds, breach of fiduciary duty, act of material dishonesty, failure to adequately perform their duties, material violation of the Company's employment policies, gross negligence, that causes significant financial or reputational harm to the Company, conviction of a felony or crime involving moral turpitude, or a finding by a court or the SEC that the participant violated securities law. Change in Control Severance Plan We maintain the 2015 Change in Control Severance Plan, as amended (the "CIC Severance Plan"). Mr. Reed participates and Mr. Horne participated in the CIC Severance Plan, and each of their multipliers (as described below) is or was 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 (each as defined below) (double trigger), 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 generally defines "Change in Control" to mean: (a) the acquisition by any person of 20% or more of either the 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; or (c) the consummation of a reorganization, merger, or similar corporate transaction, 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, unless following such business combination, (i) all or substantially all of the owners of the Company's common stock and the Company's voting securities continue to own more than 50% of the Company’s or successor company’s common stock and the combined voting power of the Company's or successor company's voting securities after the business combination in substantially the same proportions as before the business combination, (ii) no person owns more than 20% of the Company's or successor company's common stock or the combined voting power of the Company's or successor company's voting securities, except to the extent that such ownership existed prior to the business combination, and (iii) at least a majority of the members of the board of directors of the Company or successor company following the business combination were members of the incumbent Board prior to the business combination. Under the CIC Severance Plan, "Cause" has the meaning given such term in the Key EE Severance Plan.

  31. Elements of our NEO Compensation Program

    The CIC Severance Plan generally defines "Good Reason" to mean the occurrence after a Change in Control of any of the following without the participant's written consent, unless corrected prior to the participant's termination: (a) a material diminution of the participant's duties, authorities or responsibilities; (b) a material reduction in the participant's base salary or target bonus opportunity; (c) the relocation of the participant's office to a location 35 or more miles farther from the participant's residence immediately prior to the Change in Control; (d) the failure by the Company to pay any material compensation or benefits due; (e) the failure of any successor to assume and agree to perform the CIC Severance Plan, or if the business 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.

  32. Employment Agreements

    Employment 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 served as our Chief Financial Officer. Mr. Horne's agreement provided that he was 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 was involuntarily terminated by the Company without Cause or he resigns for Good Reason, his agreement provided that he was 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 was eligible to participate in our CIC Severance Plan. Effective March 18, 2025, Mr. Horne ceased serving as our Chief Financial Officer, and the Company and Mr. Horne reached an agreement in principle with respect to the terms of his separation from the Company effective as of April 1, 2025. Such agreement provides that Mr. Horne will receive, among other benefits, (i) a severance payment of $1,438,700 (his base salary, plus 2024 bonus), (ii) cash performance units in an amount equal to $602,890 (representing a prorated portion of his outstanding awards); and (iii) a transition bonus equal to the cash value of 97,859 shares of our common stock (as of March 31, 2025), which would have vested on June 15, 2025 and August 6, 2025. Under the agreement, Mr. Horne would also agree to a customary waiver and general release of claims against the Company and to other customary covenants.

  33. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards Although we do not have a formal policy regarding the timing of awards of stock options, stock appreciation rights ("SARs") and/or similar option-like instruments, including grants to our NEOs, we do not make these awards or any other form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on stock option, SARs or other equity award grant dates for the purpose of affecting the value of any award. In fiscal 2024, we did not grant any options to purchase shares of our common stock, SARs or similar option-like instruments.

  34. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  35. 2024 Summary Compensation Table

    | Name (Position) | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael E. Reed | 2024 | 906,923 | — | 1,714,904 | 1,830,491(3) | — | 39,764(4) | 4,492,082 | | CEO | 2023 | 900,000 | — | 1,697,623 | 1,264,609 | — | — | 3,862,232 | | | 2022 | 859,615 | 513,652 | 1,999,998 | — | — | 6,184 | 3,379,449 | | Douglas E. Horne | 2024 | 793,654 | — | 646,632 | 996,885(3) | — | — | 2,437,171 | | Former CFO | 2023 | 775,000 | — | 640,873 | 752,298 | — | 330,071 | 2,498,242 | | | 2022 | 686,539 | 328,738 | 1,166,663 | — | — | 16,184 | 2,198,124 |

  36. 2024 Summary Compensation Table

    | (1) The amount reported may vary from the approved annual base salary rate because the salary reported in the table is based on the actual number of weekly pay periods in a year and reflects any mid-year increases as disclosed in the Compensation Discussion and Analysis above. | | (2) 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 2024 Annual Report on Form 10-K. Pursuant to ASC 718, for each year, 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 respective annual performance period The maximum grant date fair values of the 2022 PSUs assigned to the 2024 performance period were $429,808 for Mr. Reed and $143,268 for Mr. Horne. | | (3) Includes the cash incentive payments received under the 2024 ABP ($896,091 for Mr. Reed and $638,700 for Mr. Horne), the portion of the 2023 CPUs eligible for vesting for the 2024 performance period based on 2024 actual performance ($467,200 for Mr. Reed and $179,093 for Mr. Horne) and the portion of the 2024 CPUs eligible for vesting for the 2024 performance period based on 2024 actual performance ($467,200 for Mr. Reed and $179,092 for Mr. Horne). | | (4) Includes $19,464 and $20,299 in costs related to personal security for Mr. Reed and supplemental payment for the incremental tax impact, respectively. The sum on the table above may differ slightly due to rounding. |

  37. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table shows the plan-based awards granted during fiscal year 2024 to each of our NEOs:

  38. Grants of Plan-Based Awards in 2024

    | 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 | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock(2) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold # | Target # | Maximum # | | | | Michael E. Reed | 2024 RSU(3) | 8/6/2024 | | | | | | | | 340,136 | 1,500,000 | | | 2024 CPU(4) | 8/6/2024 | 500,000 | 250,000 | 500,000 | 700,000 | | | | | | | | 2023 CPU(4) | 3/6/2024(4) | 500,000 | 250,000 | 500,000 | 600,000 | | | | | | | | 2022 PSU(5) | 3/6/2024(5) | | | | | 53,996 | 107,992 | 215,984 | | 214,904 | | | ABP | | | 421,875 | 1,125,000 | 1,575,000 | | | | | | | Douglas E. Horne | 2024 RSU(3) | 8/6/2024 | | | | | | | | 130,385 | 574,998 | | | 2024 CPU(4) | 8/6/2024 | 191,666 | 95,833 | 191,666 | 268,332 | | | | | | | | 2023 CPU(4) | 3/6/2024(4) | 191,667 | 95,833 | 191,667 | 230,000 | | | | | | | | 2022 PSU(5) | 3/6/2024(5) | | | | | 17,998 | 35,997 | 71,994 | | 71,634 | | | ABP | | | 300,000 | | 1,120,000 | | | | | |

  39. Grants of Plan-Based Awards in 2024

    | (1) RSUs are time-vesting restricted stock units, PSUs are performance-vesting stock units, CPUs are performance-vesting units payable in cash, and ABP is cash incentive awards under the 2024 ABP. | | (2) Amounts 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 2024 Annual Report on Form 10-K. | | (3) 2024 RSUs will vest one-third on the first, second and third anniversary of the date of grant, generally subject to continued service as an employee through each vesting date. Mr. Horne's 2024 RSUs were forfeited upon his separation from the Company. | | (4) The 2023 CPUs and 2024 CPUs have a three-year performance period 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 values of the 2023 CPUs and 2024 CPUs at threshold, target and maximum reflect only the portion eligible for vesting for the 2024 annual performance period. The CPUs will vest three years from the initial date of grant subject to the performance achieved for each annual performance period and generally subject to continued service as an employee through the vesting date. Upon Mr. Horne's separation from the Company, a prorated portion of his 2023 CPUs and 2024 CPUs vested based on actual performance for completed performance periods and target performance for performance periods that have not been completed. | | (5) The 2022 PSUs have a three-year performance period 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 2024 performance period. 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 2024 annual performance period. The 2022 PSUs vested three years from the initial date of grant subject to the performance achieved for each annual performance period and generally subject to continued service as an employee through the vesting date. |

  40. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The table below sets forth the outstanding stock awards that were held by each of our NEOs as of December 31, 2024. There were no outstanding stock option awards held by our NEOs as of December 31, 2024.

  41. Outstanding Equity Awards at December 31, 2024

    | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) | | Michael E. Reed | 3/23/2022 | 108,208(3) | 547,532 | — | — | | | 3/24/2023 | 546,448(4) | 2,765,027 | — | — | | | 3/24/2023 | 84,027(5) | 425,177 | — | — | | | 3/06/2024 | 100,907(6) | 510,589 | — | — | | | 8/06/2024 | 340,136(7) | 1,721,088 | — | — | | Douglas E. Horne | 3/23/2022 | 36,069(3) | 182,509 | — | — | | | 6/15/2022 | 54,398(3) | 275,254 | — | — | | | 3/24/2023 | 209,472(4) | 1,059,928 | — | — | | | 3/24/2023 | 28,009(5) | 141,726 | — | — | | | 3/06/2024 | 33,635(6) | 170,193 | — | — | | | 8/06/2024 | 130,385(7) | 659,748 | — | — |

  42. Outstanding Equity Awards at December 31, 2024

    | (1) For purposes of this table, the grant date is determined in accordance with ASC 718. | | (2) The market value of shares or units that have not vested was calculated using a stock price of $5.06, which was the closing price of our common stock on December 31, 2024, the last trading day of the 2024 fiscal year. | | (3) These RSAs vest 33.3% on each of the first and second anniversary of the date of grant and 33.4% on the third anniversary, subject to the continued service as an employee through each vesting date and the terms of the award agreement. | | (4) These RSAs vest one-third on the first, second, and third anniversary of the date of grant, subject to the continued service as an employee through each vesting date and the terms of the award agreement. Other than the RSAs that vested on March 24, 2025, Mr. Horne's RSAs were forfeited upon his separation from the Company. | | (5) Represents the 2022 PSUs assigned to the 2023 performance period based on actual achievement of performance goals. These PSUs vested on the third anniversary of the initial grant date. | | (6) Represents the 2022 PSUs assigned to the 2024 performance period based on actual achievement of performance goals. These PSUs vested on the third anniversary of the initial grant date. | | (7) These RSUs will vest one-third on the first, second, and third anniversary of the date of grant, subject to continued service as an employee through each vesting date and the terms of the award agreement. Mr. Horne's RSUs were forfeited upon his separation from the Company. |

  43. Stock Vested in 2024

    Stock Vested in 2024 The following table provides information about the stock awards held by our NEOs that vested during fiscal year 2024. Our NEOs did not have any outstanding stock options that vested during fiscal year 2024.

  44. Stock Vested in 2024

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Michael E. Reed | 381,107(3) | 846,058 | | Douglas E. Horne | 231,634(4) | 628,420 |

  45. Stock Vested in 2024

    | (1) The number of shares and values 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 that vested in 2024. | | (4) Includes RSAs granted in 2021, 2022, and 2023 that vested in 2024. |

  46. 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, 2024.

  47. 2024 Non-Qualified Deferred Compensation

    2024 Non-Qualified Deferred Compensation Mr. Reed is not and Mr. Horne was not eligible to participate in any non-qualified deferred compensation plans maintained by us. Accordingly, there were no contributions or withdrawals by them under such arrangements during the 2024 fiscal year.

  48. 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, 2024.

  49. 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 | 718,754 | 896,091 | — | — | — | | Severance Pay | 5,037,508 | 1,800,000 | — | — | — | | PSUs(1) | 935,771(2) | 865,690(3) | — | — | 865,690(3) | | RSAs(1) | — | — | — | — | 3,312,559(4) | | RSUs(1) | — | — | — | — | 1,721,088(4) | | CPUs | 2,823,450(5) | 1,323,450(6) | — | — | 1,323,450(6) | | Benefits Continuation | 38,205(7) | — | — | — | — | | Total | 9,553,688 | 4,885,231 | — | — | 7,222,787 | | Douglas E. Horne(8) | | | | | | | ABP | 498,094 | 638,700 | — | — | — | | Severance Pay | 2,596,188 | 1,378,163 | 1,378,163 | — | — | | PSUs(1) | 311,919(2) | 288,557(3) | — | — | 288,557(3) | | RSAs(1) | — | — | — | — | 1,517,691(4) | | RSUs(1) | — | — | — | — | 659,748(4) | | CPUs | 1,082,321(5) | 507,320(6) | — | — | 507,320(6) | | Benefits Continuation | 47,396(7) | — | — | — | — | | Total | 4,535,918 | 2,812,740 | 1,378,163 | — | 2,973,316 |

  50. Potential Payments Upon Termination or Change in Control

    | (1) The value of PSUs, RSAs, and RSUs is determined by multiplying the number of shares that would have vested as of December 31, 2024 in connection with a qualifying termination by $5.06, the closing price of a share of our common stock on December 31, 2024, the last trading day of the 2024 fiscal year. | | (2) In the event of termination without cause or for good reason in connection with a change in control (double trigger), 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, any unvested RSAs and RSUs immediately vest. | | (5) In the event of termination without cause or for good reason in connection with a change in control (double trigger), (a) unvested 2023 CPUs vest as follows: (i) the full number based on actual performance for completed performance periods and the performance period which includes the termination date, and (ii) the full number based on target performance for performance periods which have not started before the termination date, and (b) unvested 2024 CPUs vest as follows: (i) the full number based on actual performance for completed performance periods and (ii) the full number based on target performance for the performance period which includes the termination date and any performance periods which have not started before the termination date. |

  51. Potential Payments Upon Termination or Change in Control

    | (6) In the event of involuntary termination without cause or termination due to death or disability, (a) unvested 2023 CPUs vest as follows: (i) the full number based on actual performance for completed performance periods, (ii) a prorated portion based on actual performance for the performance period which includes the termination date, and (iii) are forfeited for any performance periods which have not started before the termination date, and (b) unvested 2024 CPUs vests as follows: (i) the full number based on actual performance for completed performance periods, (ii) a prorated portion based on target performance for the performance period which includes the termination date, and (iii) are forfeited for any performance periods which have not not started before the termination date. | | (7) This amount represents the monthly COBRA cost of medical and dental coverage for 18 months based on the rates in effect on December 31, 2024. | | (8) The amounts referenced in the table above will differ from the amounts Mr. Horne receives in connection with his separation from the Company. |

  52. Compensation of Directors

    Compensation of Directors For 2024, 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 2024, 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 2024, each non-employee director also received an annual stock grant with a value of $125,000. The grant was made on June 4, 2024, 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 ($4.05). Non-employee directors are also reimbursed for reasonable costs and expenses incurred in attending meetings of our Board.

  53. 2024 Director Compensation Table

    2024 Director Compensation Table

  54. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Michael E. Reed(3) | — | — | — | | Kevin M. Sheehan | 160,000 | 125,000 | 285,000 | | Maha Al-Emam | 50,000(4) | 125,000 | 175,000 | | Theodore P. Janulis | 120,000 | 125,000 | 245,000 | | John Jeffry Louis III | 100,000(5) | 125,000 | 225,000 | | Maria M. Miller | 50,000(6) | — | 50,000 | | 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 |

  55. 2024 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 30,864 shares of common stock on June 4, 2024. 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 ($4.05). | | (3) As our Chief Executive Officer and President, Mr. Reed is an employee and receives no compensation for services as a director. | | (4) Ms. Al-Emam received a pro-rated annual fee for 2024 since she was elected to the Board in June 2024. |

  56. 2024 Director Compensation Table

    | (5) Mr. Louis elected to receive his annual retainer fee in shares of our common stock in 2024. He was awarded 10,245 shares on March 31, 2024; 5,422 shares on June 30, 2024; 4,448 shares on September 30, 2024; and 4,940 shares on December 31, 2024. 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. | | (6) Ms. Miller received a pro-rated annual fee for 2024 since she did not stand for reelection at our 2024 annual meeting of stockholders. |

  57. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, the Company is required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee of the Company. For fiscal 2024, the ratio of our Chief Executive Officer's compensation to the median employee employee's total compensation was 81:1, the 2024 Summary Compensation Table annual total compensation amount for Mr. Reed was $4,492,082, and the equivalent annual total compensation for the identified median employee was $55,682. To determine our median compensated employee, we reviewed our global employee population, consisting of approximately 8,900 U.S. employees and approximately 2,800 non-U.S. employees who were employed by us as of December 31, 2024. The approximate number of excluded employees by country were as follows: Australia (70), Canada (30) and New Zealand (30). As a result, our median compensated employee determination includes approximately 11,600 employees which represented approximately 99% of our global employee population as of December 31, 2024. 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 hired in 2024, 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 2024 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 and calculating the pay ratio based on that employee's annual total compensation 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.

  58. 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 the last five fiscal years. 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.

  59. 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) | Total Adjusted EBITDA(8) (non-GAAP) (in thousands) | | | | | | | Company TSR(5) | Peer Group TSR(5)(6) | | | | 2024 | $4,492,082 | $7,017,132 | $2,437,171 | $3,621,279 | $79.31 | $169.08 | ($26,387) | $273,189 | | 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 |

  60. Pay Versus Performance

    | (1) Reflects compensation for Michael Reed, our Chief Executive Officer, for 2024, 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 2024, 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: |

  61. Pay Versus Performance

    | | PEO | | | 2024 | | Summary Compensation Table Total for PEO | $4,492,082 | | Adjustments: | | | Deduct: Grant date fair value of equity awards granted during fiscal year as reported in the Summary Compensation Table | $1,714,904 | | Add: Fair value of equity awards granted in current fiscal year – value at year-end | $2,231,678 | | 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 | $2,038,765 | | 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 | ($30,489) | | Compensation "Actually Paid" to PEO | $7,017,132 |

  62. 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 2024, 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: |

  63. Pay Versus Performance

    | | Other non-PEO NEOs (Average) | | | 2024 | | Summary Compensation Table Total for non-PEO NEOs | $2,437,171 | | Adjustments: | | | Deduct: Grant date fair value of equity awards granted during fiscal year as reported in Summary Compensation Table | $646,632 | | Add: Fair value of equity awards granted in current fiscal year – value at year-end | $829,941 | | 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 | $905,136 | | 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 | $95,662 | | Compensation "Actually Paid" to non-PEO NEOs | $3,621,279 |

  64. 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 Report on Form 10-K for the year ended December 31, 2024. Net income includes amounts attributable to non-controlling interests. | | (8) The Total 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 Total 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. |

  65. 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.