GANNETT CO., INC., DEF 14A filed on 4/18/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Gannett Co., Inc.
Entity Central Index Key 0001579684
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
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
        
Company Selected Measure Name Total Adjusted EBITDA        
Named Executive Officers, Footnote
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.
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.
        
Peer Group Issuers, Footnote
The peer group used for this purpose is the S&P 1500 Publishing & Printing index.
        
PEO Total Compensation Amount $ 4,492,082 $ 3,862,232 $ 3,379,449 $ 7,741,052  
PEO Actually Paid Compensation Amount $ 7,017,132 2,599,487 (4,562,882) 12,327,052  
Adjustment To PEO Compensation, Footnote
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:
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 
        
Non-PEO NEO Average Total Compensation Amount $ 2,437,171 2,498,242 2,198,124 1,753,698 $ 3,185,057
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,621,279 2,742,587 572,427 2,678,593 2,100,096
Adjustment to Non-PEO NEO Compensation Footnote
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:
    
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
        
Compensation Actually Paid vs. Total Shareholder Return
1470
        
Compensation Actually Paid vs. Net Income
1472
        
Compensation Actually Paid vs. Company Selected Measure
1474
        
Total Shareholder Return Vs Peer Group
1470
        
Tabular List, Table
•Total Adjusted EBITDA
•Total Digital Revenues
•Total Stockholder Return
        
Total Shareholder Return Amount $ 79.31 36.05 31.82 83.54 52.66
Peer Group Total Shareholder Return Amount 169.08 152.01 113.62 149.49 120.71
Net Income (Loss) $ (26,387,000) $ (27,894,000) $ (78,255,000) $ (136,171,000) $ (672,397,000)
Company Selected Measure Amount 273,189,000 267,683,000 257,283,000 433,712,000 413,895,000
PEO Name Michael Reed Michael Reed Michael Reed   Michael Reed
Additional 402(v) Disclosure
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.
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.
        
Measure:: 1          
Pay vs Performance Disclosure          
Name Total Adjusted EBITDA        
Non-GAAP Measure Description
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.
        
Measure:: 2          
Pay vs Performance Disclosure          
Name Total Digital Revenues        
Measure:: 3          
Pay vs Performance Disclosure          
Name Total Stockholder Return        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,714,904)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,231,678        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,038,765        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (30,489)        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (646,632)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 829,941        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 905,136        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 95,662        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure 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.
Award Timing Method 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.
Award Timing Predetermined false
Award Timing MNPI Considered true
Award Timing, How MNPI Considered 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.
MNPI Disclosure Timed for Compensation Value true
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true