EW SCRIPPS CLASS A (SSP)
Sector: Communication
2026 Annual Meeting Analysis
EW SCRIPPS CLASS A · Meeting: May 4, 2026
Directors FOR
4
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Alexander has served since 2019, a period during which SSP's stock fell roughly 52% over three years while the sector ETF (XLC) rose approximately 105% — a gap of nearly 157 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns; the 5-year record (-80%) confirms this is sustained underperformance, not a transient dip, so no mitigant applies.
Mr. Jablin joined in 2022, giving him meaningful tenure overlapping the underperformance period; SSP's 3-year return of -52% versus XLC's +105% represents a 157-percentage-point gap that far exceeds the policy trigger, and the 5-year record of -80% confirms the underperformance is not a recent blip, so the 5-year mitigant does not apply.
Ms. Williams has served since 2008 and as Board Chair since 2021, making her directly accountable for the company's strategic direction during the severe underperformance period; SSP's stock has lost 52% over three years while the sector ETF (XLC) gained 105% — a 157-point gap — and the 5-year return of -80% confirms deep sustained underperformance with no mitigating recovery.
Mr. Barmonde has served since 2015, with full tenure overlap covering the 3-year and 5-year underperformance periods; SSP's 157-point shortfall versus XLC fires the TSR trigger, and his role as a Scripps Family Agreement signatory controlling 93% of the voting shares raises additional governance concerns about accountability.
Mr. Conlin has served since 2013 and chairs the Compensation & Talent Management Committee, placing him at the center of governance decisions during the entire underperformance period; the 157-point gap versus XLC over three years far exceeds the trigger threshold, and the 5-year record of -80% confirms sustained value destruction.
Mr. Hayden has served since 2008 and chairs the Nominating & Governance Committee, making him accountable for board composition and governance during the full underperformance period; SSP's 3-year return of -52% versus XLC's +105% produces a 157-point gap that far exceeds the policy trigger, with no 5-year mitigant given the -80% 5-year return.
Ms. Radford joined in 2022, giving her tenure that substantially overlaps the 3-year measurement window; SSP's stock declined 52% while XLC rose 105% over that period — a 157-point gap — and the 5-year underperformance of -80% confirms the problem is persistent rather than transient.
Mr. Symson has served as CEO and director since 2017, making him the executive most directly responsible for the company's strategy during the entire underperformance period; SSP's 3-year return of -52% versus XLC's +105% is a 157-point shortfall that triggers the policy threshold, and the 5-year loss of -80% confirms sustained value destruction with no mitigating recovery; this AGAINST vote on his director seat is independent of the Say on Pay recommendation.
For Analysis
Mr. Mehta joined in 2024 and has been a director for less than 24 months, making him exempt from the TSR underperformance trigger under policy; he brings relevant media and data analytics experience appropriate for the company's audit committee role.
Mr. Granado joined in 2023, less than 36 months ago but more than 24 months, giving him partial tenure overlap; however, as the underperformance was well established before his 2023 appointment and his tenure covers less than half the 3-year measurement window, the policy acknowledges this as meaningful mitigating context, and a FOR vote is appropriate given the limited accountability overlap.
Ms. Holcomb joined in 2023, less than 36 months ago but more than 24 months; as with Mr. Granado, her tenure covers less than half the 3-year underperformance window and the stock was already materially underperforming before she joined, providing meaningful mitigating context that supports a FOR vote.
Ms. Ward is a new nominee with no prior board tenure at this company and is therefore exempt from the TSR underperformance trigger; she brings relevant experience through her long tenure managing Miramar Services for the Scripps family, providing institutional knowledge of the company's ownership structure.
The TSR underperformance trigger fires for most long-tenured directors: SSP's 3-year price return of -52% versus XLC's +105% (a -157pp gap) far exceeds the 30pp threshold applicable to companies with negative absolute returns, and the 5-year return of -80% confirms sustained underperformance that prevents any mitigant from applying. Directors with tenure greater than 24 months who have substantial overlap with the underperformance period receive AGAINST votes. Three directors — Mehta (joined 2024, under 24-month exemption), Granado and Holcomb (joined 2023, limited overlap with underperformance that predated their tenure) — receive FOR votes. New nominee Ward is exempt as a first-time candidate.
Say on Pay
✗ AGAINSTCEO
Adam P. Symson
Total Comp
$7,239,619
Prior Support
N/A
The company restored CEO long-term incentive pay to $4.7 million and increased the CEO's short-term incentive target from 110% to 150% of salary in 2025 — resulting in total compensation of $7.24 million — while shareholders have experienced a 52% stock price decline over three years versus a sector ETF (XLC) gain of 105%, a gap of nearly 157 percentage points that signals a serious disconnect between executive pay and shareholder experience. The long-term incentive program uses the same operating cash flow and revenue metrics as the short-term bonus plan, meaning the 'long-term' awards effectively reward the same one-year results with a longer vesting tail rather than measuring genuinely multi-year outcomes like total shareholder return or return on invested capital, which undermines the quality of the incentive structure. The combination of above-benchmark incentive pay restoration alongside severe, sustained stock underperformance fails the pay-for-performance alignment test under policy.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,358,444
Non-Audit Fees
$2,043
Non-audit fees of $2,043 represent well under 1% of audit fees of $2,358,444, far below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of SSP's size and complexity; auditor tenure is not disclosed in the proxy but the policy requires confirmed data to trigger a No vote, so no tenure flag applies.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Ratification of the Company's Shareholder Rights Plan Adopted by the Board of Directors on November 25, 2025
A shareholder rights plan — commonly called a 'poison pill' — is a defensive mechanism that makes it extremely difficult and expensive for any outside investor to acquire a large stake in the company or pursue a takeover bid, which protects the existing board and management but typically reduces the premium that shareholders could receive in a sale. This plan was adopted by the board in November 2025 without prior shareholder approval, and is now being presented for ratification after the fact. For Class A shareholders — who have no vote on most matters and have already seen their investment fall 52% over three years — approving a mechanism that further shields the board from accountability and blocks potential buyout premiums is contrary to their interests; the Scripps family's 93% control of voting shares means this ratification vote by Common Voting shareholders is effectively predetermined, making Class A shareholder opposition especially important as the only available signal of dissent.
Overall Assessment
This ballot presents a deeply problematic governance situation for Class A shareholders of EW Scripps: the stock has lost 52% over three years while the communication services sector ETF (XLC) gained 105%, yet the board is seeking ratification of a poison pill, increasing CEO pay, and putting forward a slate dominated by long-tenured directors who presided over this value destruction. The auditor ratification is the only proposal that passes all policy screens cleanly; votes against are warranted on Say on Pay, the shareholder rights plan, and the majority of director nominees whose tenure substantially overlaps the underperformance period.