Form 4: TEGNA INC CEO David Lougee Reports Stock Transactions Following Vesting of Performance Shares and Restricted Stock Units

TEGNA INC CEO David Lougee reports the acquisition and disposal of common stock related to the vesting of performance shares and restricted stock units, resulting in a net increase in his holdings.

Summary

• On February 29, 2024, David Lougee, the President and CEO of TEGNA INC, engaged in transactions involving the company's common stock due to the vesting of 2021 Performance Shares and restricted stock units.
• These transactions included the acquisition of shares through the vesting of performance shares (160,892 shares) and restricted stock units (24,161, 18,771, 16,627, and 22,146 shares).
• Simultaneously, 109,458 shares were withheld to cover tax obligations at a price of $14.01 per share.
• As a result of these transactions, Lougee's direct holdings of common stock increased from 797,154 to 769,401 shares after the tax obligations were met.
• Additionally, he holds 7,532.52 shares indirectly through a 401(k) plan.
• Lougee also acquired 142,576 restricted stock units on March 1, 2024, which vest in installments through February 29, 2028.
• The corresponding shares will be delivered beginning on March 1, 2025, unless there is a termination of employment or a change in control of the Issuer.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices and insider transactions, suggesting a neutral to slightly positive sentiment as it indicates the CEO is meeting performance targets.

Positives

• The vesting of performance shares and restricted stock units indicates that the CEO is meeting performance targets set by the company.
• The increase in direct holdings of common stock demonstrates the CEO's continued investment in the company's future.

Negatives

• The disposal of shares to cover tax obligations reduces the overall increase in the CEO's holdings.

Risks

• Future vesting schedules and potential changes in control could impact the timing of share delivery.
• Fluctuations in the stock price could affect the value of the restricted stock units.

Future Outlook

The document outlines the vesting schedule for restricted stock units through February 2028, with corresponding share deliveries beginning in March 2025, contingent on continued employment and absence of a change in control.

Industry Context

Executive compensation in the media industry often includes stock-based awards to align management's interests with those of shareholders. Vesting schedules and performance-based awards are common practices.

Comparison to Industry Standards

• Stock-based compensation is a common practice among publicly traded companies, including media companies like News Corp, Comcast, and Paramount Global.
• The vesting schedules and performance metrics associated with these awards are typically disclosed in proxy statements and other SEC filings.
• The specific terms of TEGNA's stock-based compensation plan, including the vesting schedules and performance metrics, would need to be compared to those of its peers to assess its competitiveness and alignment with industry standards.

Stakeholder Impact

• Shareholders may view the vesting of performance shares positively, as it indicates that the CEO is meeting performance goals.
• Employees may see the CEO's increased stake in the company as a sign of confidence in its future.

Next Steps

• The reporting person will continue to receive shares as the remaining restricted stock units vest according to the specified schedule.
• The company will continue to monitor and report insider transactions as required by SEC regulations.

Key Dates