Companies USA Today Co.
USA Today (TDAY): executive pay, fiscal 2025
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CEO pay, last three years
- $3,862,232FY2023
- $4,492,082FY2024
- $4,085,499FY2025
CEO total pay was $4,085,499 in fiscal 2025, down from $4,492,082 in fiscal 2024.
FY2025: salary $903,462 · bonus $0 · stock awards $1,499,999 · option awards $0
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Michael Reed | $903,462 | $0 | $1,499,999 | $0 | $1,634,994 | $0 | $47,044 | $4,085,499 |
| CEO | ||||||||
| Douglas Horne | 200,000 | 0 | 0 | 0 | 95,570 | 0 | 1,725,013 | 2,020,583 |
| Former CFO | ||||||||
| Trisha Gosser | 595,143 | 0 | 370,000 | 0 | 413,448 | 0 | 3,500 | 1,382,091 |
| CFO | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Michael Reed | $4,085,499 | $4,492,082 | $3,862,232 | ↓ −406,583 |
| Douglas Horne | 2,020,583 | 2,437,171 | 2,498,242 | ↓ −416,588 |
| Trisha Gosser | 1,382,091 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The primary objectives of the executive compensation program are to attract and retain executives with the requisite skills and experience to achieve the business mission and improve long-term stockholder value, and to motivate executives to achieve key business objectives and drive operating performance.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Meridian Compensation Partners LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Michael Reed | RSU | 2025-08-05 | — | — | 359,712 | — | $1,499,999 |
| Trisha Gosser | RSU | 2025-08-05 | — | — | 88,729 | — | 370,000 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Michael Reed | $1,499,999 | $0 | $0 | 0.0% |
| Trisha Gosser | 370,000 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Trisha Gosser | RSU | 20,786 | — | $107,048 |
| Trisha Gosser | RSU | 24,317 | — | 125,233 |
| Trisha Gosser | RSU | 88,729 | — | 456,954 |
| Michael Reed | RSU | 226,758 | — | 1,167,804 |
| Michael Reed | RSU | 273,224 | — | 1,407,104 |
| Michael Reed | RSU | 359,712 | — | 1,852,517 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Kevin M. SheehanIndependent · Lead Independent Director · Audit (Chair) · Compensation · Finance (Chair) | $160,000 | $124,998 | — | — | $0 | $284,998 |
| Debra A. SandlerIndependent | 103,950 | 124,998 | — | — | 17,000 | 245,948 |
| Amy ReinhardIndependent | 116,050 | 124,998 | — | — | 0 | 241,048 |
| Barbara W. WallIndependent · Nominating/Governance (Chair) · Transformation · Finance | 116,050 | 124,998 | — | — | 0 | 241,048 |
| John Jeffry Louis IIIIndependent · Compensation (Chair) · Nominating/Governance · Finance | 116,050 | 124,998 | — | — | 0 | 241,048 |
| Theodore P. JanulisIndependent · Audit · Compensation · Nominating/Governance | 103,950 | 124,998 | — | — | 0 | 228,948 |
| Laurence TaricaIndependent · Audit · Nominating/Governance · Transformation · Not standing for re-election | 103,950 | 124,998 | — | — | 0 | 228,948 |
| Maha Al-EmamIndependent · Audit · Transformation · Technology | 100,000 | 124,998 | — | — | 0 | 224,998 |
| Michael E. ReedEmployee director · Board Chair | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $100,000 |
|---|---|
| Annual equity retainer | $125,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 20,000 / 20,000 |
| Stock ownership guideline | $300,000 |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $920,000 |
| Equity awards (grant-date value) | $999,984 |
| All other compensation | $17,000 |
| Total cost of the board | $1,936,984 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names USA Today as a peer
Companies that benchmark against TDAY
2 companies name TDAY as a compensation peer
- GRAY MEDIA, INCGTNFY2025
- Sinclair, Inc.SBGIFY2025
Each company listed discloses TDAY in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TDAY in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | USA Today Co. | 2025 | Michael Reed | $903,462 | $1,499,999 | $0 | $1,634,994 | $4,085,499 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-01 | 105,249,093 | 1,728,651 | 69,268 | 98.32% | Passed |
| 2025 | 2025-06-02 | 93,927,203 | 3,819,572 | 1,223,656 | 94.9% | Passed |
| 2024 | 2024-06-03 | 100,188,916 | 2,379,781 | 98,331 | 97.59% | Passed |
| 2023 | 2023-06-05 | 94,831,950 | 12,540,989 | 293,148 | 88.08% | Passed |
| 2022 | 2022-06-06 | 86,077,102 | 13,944,543 | 239,034 | 85.85% | Passed |
| 2021 | 2021-06-07 | 77,112,420 | 14,642,111 | 349,240 | 83.72% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-06-01 | 98.32%a |
| 2025 | 2025-06-02 | 94.9%b |
| 2024 | 2024-06-03 | 97.59%c |
a. Approved under the standard stated in the filing — “Advisory vote on executive compensation ("say-on-pay") -- Majority of shares present and entitled to vote thereon (2) | Abstentions: Same effect as vote cast against proposal”.
b. Approved under the standard stated in the filing — “Advisory vote on executive compensation ("say-on-pay") -- Majority of shares present and entitled to vote thereon (2) | Abstentions: Same effect as vote cast against proposal”.
c. Approved under the standard stated in the filing — “Majority of shares present and entitled to vote thereon (2) | Abstentions: Same effect as vote cast against proposal”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 74 : 1 |
|---|---|
| CEO total compensation | $4,085,499 |
| Median employee compensation | $55,266 |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Maha Al-Emam | Director | 2026-06-02 | A | 16,046 | $0 | $0 | Common | Form 4 ↗ |
| Amy Reinhard | Director | 2026-06-02 | A | 16,046 | 0 | 0 | Common | Form 4 ↗ |
| Kevin M. Sheehan | Director | 2026-06-02 | A | 16,046 | 0 | 0 | Common | Form 4 ↗ |
| John Jeffry Louis III | Director | 2026-06-02 | A | 16,046 | 0 | 0 | Common | Form 4 ↗ |
| Barbara W. Wall | Director | 2026-06-02 | A | 16,046 | 0 | 0 | Common | Form 4 ↗ |
| Debra A. Sandler | Director | 2026-06-02 | A | 16,046 | 0 | 0 | Common | Form 4 ↗ |
| Theodore P. Janulis | Director | 2026-06-02 | A | 16,046 | 0 | 0 | Common | Form 4 ↗ |
| John Jeffry Louis III | Director | 2026-06-30 | A | 3,508 | 0 | 0 | Common | Form 4 ↗ |
| Michael Reed | Director | 2026-08-05 | D | 61,211 | 9 | 530,087 | Common | Form 4 ↗ |
| Michael Reed | Director | 2026-08-05 | A | 119,904 | — | — | Common | Form 4 ↗ |
| Trisha Gosser | CFO | 2026-08-05 | D | 9,465 | 9 | 81,967 | Common | Form 4 ↗ |
| Trisha Gosser | CFO | 2026-08-05 | D | 29,576 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Cindy Gallagher | CAO | 2026-08-05 | D | 9,592 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Cindy Gallagher | CAO | 2026-08-05 | D | 2,888 | 9 | 25,010 | Common | Form 4 ↗ |
| Cindy Gallagher | CAO | 2026-08-05 | A | 9,592 | — | — | Common | Form 4 ↗ |
| Trisha Gosser | CFO | 2026-08-05 | A | 29,576 | — | — | Common | Form 4 ↗ |
| Michael Reed | Director | 2026-08-05 | D | 119,904 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Trisha Gosser | CFO | 2026-08-06 | A | 10,393 | — | — | Common | Form 4 ↗ |
| Trisha Gosser | CFO | 2026-08-06 | D | 10,393 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Trisha Gosser | CFO | 2026-08-06 | D | 3,326 | 8 | 26,608 | Common | Form 4 ↗ |
| Michael Reed | Director | 2026-08-06 | D | 113,379 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Michael Reed | Director | 2026-08-06 | D | 57,880 | 8 | 463,040 | Common | Form 4 ↗ |
| Michael Reed | Director | 2026-08-06 | A | 113,379 | — | — | Common | Form 4 ↗ |
| Cindy Gallagher | CAO | 2026-08-06 | D | 9,070 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Cindy Gallagher | CAO | 2026-08-06 | D | 2,731 | 8 | 21,848 | Common | Form 4 ↗ |
| Cindy Gallagher | CAO | 2026-08-06 | A | 9,070 | — | — | Common | Form 4 ↗ |
| Michael Reed | Director | 2026-08-11 | A | 383,771 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Cindy Gallagher | CAO | 2026-08-11 | A | 51,169 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Trisha Gosser | CFO | 2026-08-11 | A | 87,719 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| John Jeffry Louis III | Director | 2026-09-30 | A | 4,769 | 0 | 0 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (52 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Michael Reed. DEF 14A, filed 2026-04-17. Section “Compensation Tables” · page 35. As printed: 4,085,499. View filing ↗
- Section 01, Douglas Horne. DEF 14A, filed 2026-04-17. Section “Compensation Tables” · page 35. As printed: 2,020,583. View filing ↗
- Section 01, Trisha Gosser. DEF 14A, filed 2026-04-17. Section “Compensation Tables” · page 35. As printed: 1,382,091. View filing ↗
- Section 03, Michael Reed RSU. DEF 14A, filed 2026-04-17. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Trisha Gosser RSU. DEF 14A, filed 2026-04-17. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-04-17. Section “CEO Pay Ratio”. As printed: 74 : 1. View filing ↗
- Section 08, Kevin M. Sheehan. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 284,998. View filing ↗
- Section 08, Debra A. Sandler. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 245,948. View filing ↗
- Section 08, Amy Reinhard. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 241,048. View filing ↗
- Section 08, Barbara W. Wall. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 241,048. View filing ↗
- Section 08, John Jeffry Louis III. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 241,048. View filing ↗
- Section 08, Theodore P. Janulis. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 228,948. View filing ↗
- Section 08, Laurence Tarica. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 228,948. View filing ↗
- Section 08, Maha Al-Emam. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 224,998. View filing ↗
- Section 08, Michael E. Reed. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, Maha Al-Emam 2026-06-02. Form 4, filed 2026-06-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Amy Reinhard 2026-06-02. Form 4, filed 2026-06-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kevin M. Sheehan 2026-06-02. Form 4, filed 2026-06-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John Jeffry Louis III 2026-06-02. Form 4, filed 2026-06-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Barbara W. Wall 2026-06-02. Form 4, filed 2026-06-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Debra A. Sandler 2026-06-02. Form 4, filed 2026-06-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Theodore P. Janulis 2026-06-02. Form 4, filed 2026-06-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John Jeffry Louis III 2026-06-30. Form 4, filed 2026-07-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Reed 2026-08-05. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Reed 2026-08-05. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Trisha Gosser 2026-08-05. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Trisha Gosser 2026-08-05. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Cindy Gallagher 2026-08-05. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Cindy Gallagher 2026-08-05. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Cindy Gallagher 2026-08-05. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Trisha Gosser 2026-08-05. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Reed 2026-08-05. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Trisha Gosser 2026-08-06. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Trisha Gosser 2026-08-06. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Trisha Gosser 2026-08-06. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Reed 2026-08-06. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Reed 2026-08-06. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Reed 2026-08-06. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Cindy Gallagher 2026-08-06. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Cindy Gallagher 2026-08-06. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Cindy Gallagher 2026-08-06. Form 4, filed 2026-08-07. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Reed 2026-08-11. Form 4, filed 2026-08-12. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Cindy Gallagher 2026-08-11. Form 4, filed 2026-08-12. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Trisha Gosser 2026-08-11. Form 4, filed 2026-08-12. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John Jeffry Louis III 2026-09-30. Form 4, filed 2026-10-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-01. Item 5.07 · say-on-pay result. As reported: 98.32% (votes for as printed: 105,249,093). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-02. Item 5.07 · say-on-pay result. As reported: 94.9% (votes for as printed: 93,927,203). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-06-04. Item 5.07 · say-on-pay result. As reported: 97.59% (votes for as printed: 100,188,916). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 920,000 + equity 999,984 + all other 17,000 = 1,936,984, summed across the director compensation table rows.
- USA Today Co. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-17. CEO total compensation as printed in USA Today Co.'s own proxy. As printed: 4,085,499. View filing ↗