Board Justification

The compensation philosophy of the company for the CEO in 2020 is designed to attract and retain executives with the requisite skills and experience to help achieve business objectives and improve long-term stockholder value. The program is focused on performance-based compensation to align with stockholder interests.

Board Justification

Mr. Bascobert was entitled to a guaranteed pro-rated cash bonus for fiscal year 2020 pursuant to the CIC Severance Plan equal to the average bonus earned with respect to the three fiscal years immediately prior to the fiscal year of his date of termination. The guaranteed pro-rated cash bonus earned by Mr. Bascobert in 2020 was $336,749. Additionally, he received a discretionary cash bonus of $136,635 related to the previous impact of COVID-19 salary reductions.

Board Justification

This amount reflects Mr. Bascobert’s severance payment pursuant to the CIC Severance Plan in the amount of $2,900,000; $32,107 for COBRA expenses; and contributions by the Company to Mr. Bascobert including: (i) Company matching contributions to his Gannett 401(k) Plan in the amount of $14,250; (ii) Gannett Foundation grants to eligible charities recommended by Mr. Bascobert in the amount of $10,000; (iii) premiums paid for travel and accident insurance; and (iv) premiums paid for LifeLock identity protection.

Board Justification

Mr. Bascobert was awarded long-term incentive compensation with respect to fiscal year 2020. In April 2020, the Compensation Committee approved a long-term incentive compensation award of 230,736 shares of restricted stock and 282,010 performance stock units. A pro-rata portion of unvested restricted stock held by Mr. Bascobert became fully vested upon his termination from the Company in June 2020.