Corporate Governance

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A Message from our Chairman on Corporate Governance

Our company was founded upon service to our customers and we are committed to building value for our shareholders. Our products and services continue to distinguish themselves on the basis of quality, customer service and value that can be trusted.

Consistent with these principles, Meredith Corporation strives for the highest standards of ethical conduct to be a leader in corporate governance, to report results with accuracy and transparency, and to maintain full compliance with the laws, rules and regulations that govern Meredith's businesses.

- Steve Lacy, Chairman and CEO

Board of Directors

Meredith's Board of Directors is the top governing body of the company. The Board meets quarterly to monitor the company's progress toward goals and to make strategic decisions. Read on to discover more about who serves on the Board of Directors, their terms of service, and the Board's responsibilities.

Current Board Members

Meredith's Board of Directors is comprised of 9 business professionals from around the country. They include:

Donald A. Baer, Worldwide Chairman & CEO

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Don Baer is Worldwide Chair and Chief Executive Officer of Burson-Marsteller, a WPP, Inc. company that is one of the world’s largest strategic communications businesses. Baer took on the role in 2012, when he also became Chair of Burson-Marsteller’s sister research firm Penn Schoen Berland. Baer has been a member of Burson-Marsteller’s global senior management team since 2008 and has led major client engagements in every sector and part of the world. In 2011, he became Co-founder/Chair of Palisades Media Ventures, a public affairs and news media content development company co-owned with WPP.

Baer’s career has spanned leading roles as a media and communications executive for important business, government and non-profit organizations, and he has played a significant role in American politics and policy for the last two decades. He has had extensive strategic, creative and operational experience at top-tier public- and private-sector organizations including the White House and major global companies.

From 1998 to 2007, Baer helped lead global media company Discovery Communications. As Senior Executive Vice President for Strategy and Development and an executive committee member, he drove significant growth in Discovery’s online offerings, including acquisitions of digital businesses and the launch of its first mobile video services, and oversaw the Discovery/New York Times Company joint venture in the Discovery Times Channel.

From 1994-98, Baer was a senior adviser to President Bill Clinton, serving as Assistant to the President and White House Director of Strategic Planning and Communications and, before that, as Chief Speechwriter/Director of Speechwriting and Research.

From 1985-93, Baer was a journalist. For seven years, at U.S. News & World Report, he covered politics and the White House and, as an assistant managing editor, oversaw national and international coverage. He also worked at The American Lawyer, has written for publications including The New York Times and POLITICO, was a CBS News on-air analyst and has appeared on many TV news shows. Since 2000, he has been a writer of the annual Kennedy Center Honors TV production, winning two Writers Guild of America awards.

In the for-profit sector, Baer serves on the Board of Directors of Meredith Corporation and digital start-up Fora.tv. In the non-profit sector, he is Chair of the Board of Directors of PBS, the U.S. Public Broadcasting Service, and on the Boards of The Urban Institute and The News Literacy Project. Baer is also a member of the Council on Foreign Relations and the Reuters Editorial Advisory Board. In 2013, he was inducted into the North Carolina Halls of Fame in Journalism, Advertising and Public Relations.

Baer received a B.A. from The University of North Carolina at Chapel Hill (Phi Beta Kappa), a Master’s in International Relations from the London School of Economics and Political Science and a J.D. from The University of Virginia School of Law. He and his wife, Nancy Bard, have two sons and live in Washington, D.C.

Donald C. Berg, CEO

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Don Berg is retired Executive Vice President, Chief Financial Officer at Brown-Forman Corporation, a U.S. based producer and marketer of fine quality beverage alcohol brands, and one of the largest companies in the global wine and spirits industry.

Berg’s career at Brown-Forman Corporation spanned over 25 years, where he held various executive positions prior to becoming CFO, including as President of its Advancing Markets Group (its emerging market division), President of Brown-Forman Spirits Americas (the company’s largest operating group), head of its corporate development and strategy functions and director of its mergers and acquisitions group. Prior to joining Brown-Forman, Berg had a wide variety of finance, sales and marketing roles with respected national and international firms after beginning his career as a certified public accountant with Ernst & Whinney.

Berg is a member of the Board of Directors of Gildan Activewear Inc, a global apparel company. He holds a Master of Business Administration from the Wharton School, University of Pennsylvania and earned his Bachelor of Arts degree in accounting and business administration from Augustana College in Illinois.

D. Mell Meredith Frazier, Vice Chairman

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Mell Meredith Frazier has been a member of the Meredith Corporation Board of Directors since 2000 and was elected Vice Chairman in 2010. She is Chairman of the Board, Meredith Corporation Foundation. Meredith began her career at Meredith Corporation in 1976 and held various positions throughout the company, including editorial, financial, marketing and production positions in publishing; acquisition and financial analysis in broadcasting; and various corporate staff positions through 2003. Most recently, Meredith was Director of Corporate Planning. She was named Vice President of the Meredith Corporation Foundation in 1999, and she assumed her current position as Chairman in 2003.

In addition, Meredith serves as Vice President of the E.T. Meredith Foundation and as a board member of the Greater Des Moines Community Foundation. Meredith is Vice Chairman of Rebuilding Together’s national Board of Directors and an Advisory Council member with Rebuilding Together Greater Des Moines. Recently, she served on the Boards of Simpson College and Bankers Trust Company. Meredith is an honorary trustee of the Des Moines Art Center and Dowling Catholic High School Foundation Board.

Frederick B. Henry, President

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Frederick B. Henry has been a member of the Meredith Corporation Board of Directors since 1969. He is President of the Bohen Foundation, New York, NY. Henry has been President of the Bohen Foundation since 1985. From 1981 through 1984, he was an investor in various private business ventures. He practiced law with Morgan Lewis and Bockius, Philadelphia, from 1970 until 1977.

Henry is a 1963 graduate of the Deerfield Academy, and he earned a Bachelor of Arts degree in l967 from Dartmouth College. Henry received a Juris Doctorate degree in 1970 from the University of Pennsylvania Law School.

Henry is Chairman of the Foundation for Arts Initiatives, formerly the American Center Foundation. He is a former member of the Board of Trustees, and Executive, Governance and Nominating Committees of the Solomon R. Guggenheim Foundation, and of the Board of Trustees of the Brooklyn Academy of Music, New York and Dia Art Foundation, NY. Henry also previously served on the board of the Whitney Museum of American Art, NY, where he was a Vice President and Chairman of the long-range planning committee.

Joel W. Johnson, Chairman and CEO (Retired)

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Joel W. Johnson has been a member of the Meredith Corporation Board of Directors since 1994. He retired as the Chairman of the Board of Hormel Foods Corporation in November 2006 and currently serves as a director of the Hormel Foundation. Johnson was named Chairman of Hormel, based in Austin, MN, in 1995, after being appointed President and CEO in 1993 and President in 1992. He joined Hormel Foods in 1991 after a 24-year career at General Foods Corporation, during which he took a three year military leave-of-absence and earned a Bronze Star as U.S. Army Captain in Vietnam.

Johnson received his Bachelor’s degree in Economics from Hamilton College, NY, in 1965 and his Master of Business Administration from the Harvard Business School in 1967. Johnson serves on the boards of The Hormel Foundation, U.S. Bancorp and Ecolab, Inc. He also serves on the Board of Trustees for Hamilton College.

Beth Kaplan, President & COO (Former)

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Beth Kaplan is one of the country’s leading brand marketing executives. She is currently a Venture Partner at Axcel Partners, where she advises and invests in emerging, high growth consumer businesses.

Most recently, Kaplan served as President and COO of Rent the Runway, where she still serves on the Board. Kaplan’s past experiences include President and Chief Marketing and Merchandising Officer at General Nutrition Corporation; EVP and General Manager of Bath & Body Works; Senior Executive VP of Marketing, Merchandising and Distribution of Rite Aid; and President of Procter & Gamble’s U.S. Cosmetics Division.

Kaplan earned both Bachelor’s of Science and Master’s of Business Administration degrees from the University of Pennsylvania’s Wharton School of Business, and currently sits on its Board of Overseers.

Stephen M. Lacy, Chairman and CEO

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Steve Lacy is Chairman of the Board and Chief Executive Officer of Meredith Corporation, the leading media and marketing company reaching more than 100 million American women monthly.

Since joining Meredith in 1998, Lacy has been instrumental in transforming it into the multiplatform company it is today. He oversaw the launch of the company's digital business and the aggressive expansion of its brand licensing activities. He conceived a strategy to greatly expand Meredith Xcelerated Marketing through the acquisition of digital marketing capabilities.

Most recently, Lacy has led the acquisition of many popular media brands —including Allrecipes, Martha Stewart Living, Every Day with Rachael Ray, FamilyFun, and EatingWell — as well as a significant expansion of Meredith's television footprint by adding stations in the Phoenix, St. Louis and Mobile markets.

Lacy was named Advertising Age's Publishing Executive of the Year in both 2003 and 2005. He was inducted into the Iowa Business Hall of Fame in 2013.

Lacy serves on the Boards of Hormel Foods Corporation, The Advertising Council, The Association of Magazine Media and The International Federation of the Periodical Press, and is past Chair of the Board of The Direct Marketing Association. He is a member of Financial Executives International and the American Institute of Certified Public Accountants.

Lacy is also deeply involved in the Des Moines community, currently serving in leadership roles with the Greater Des Moines Partnership, the Downtown Des Moines Redevelopment Corporation, the United Way of Central Iowa and the Greater Des Moines Community Foundation. He is a past recipient of Drake University's Community Leadership Award, the American Jewish Council's National Human Relations Award, and the Association of Fundraising Professionals' Outstanding Philanthropist Award.

Philip A. Marineau, President & CEO (retired)

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Philip A. Marineau has been a member of the Meredith Corporation Board of Directors since 1998. In January 2009, Marineau became a partner at LNK Partners based in White Plains, NY. He retired from Levi Strauss & Co. (LS&CO.) in November 2006, where he served as President and Chief Executive Officer since September 1999. Marineau and his leadership team transformed LS&CO. into a consumer-driven marketing company. This has included launching Levi Strauss Signature®, a worldwide brand for value-conscious consumers; overhauling the Levi’s® and Dockers® brand product ranges and marketing; and streamlining the company in order to bring products to market faster and more efficiently.

Marineau has an extensive record of achievement in consumer products marketing and management. Prior to joining LS&CO., Marineau was the President and Chief Executive Officer of Pepsi-Cola North America from 1997 to 1999. Under his leadership, Pepsi outgrew Coke in North America for the first time in years. From 1996 to 1997, Marineau was President and Chief Operating Officer of Dean Foods Company, where he oversaw a substantial increase in both sales and earnings. He led the successful repositioning of milk as a beverage rather than a food item.

Prior to Dean Foods, Marineau was a 23-year veteran of the Quaker Oats Company where he held progressively more responsible positions, including President and Chief Operating Officer from 1993 to 1996. As COO, he had worldwide responsibility for the company and its brands, including Gatorade, which he is credited with growing to more than a $1 billion global powerhouse in the sports-drink industry. He also helped to build many other well-known Quaker brands around the world.

Currently, Marineau is also a board member of Shutterfly, Inc., Kaiser Permanente, the Golden Gate National Parks Conservancy, the Holy Family Day Home, the Fritz Institute, and Georgetown University.

Marineau received his Master of Business Administration from Northwestern University in 1970. He received a Bachelor of Arts degree in History at Georgetown University in 1968.

Elizabeth E. Tallett, Healthcare Industry Consultant

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Elizabeth E. Tallett joined the Meredith Corporation Board of Directors in August 2008. From 2002 to 2014, Tallett was Principal of Hunter Partners, LLC, a management company for early to mid-stage pharmaceutical, biotech and medical device companies. She continues to operate as a consultant to early stage pharmaceutical and healthcare companies.

Tallett has more than 35 years of experience in the biopharmaceutical and consumer industries. Her prior senior management experience includes serving as President and CEO of Transcell Technologies Inc.; President of Centocor Pharmaceuticals; member of the Parke-Davis Executive Committee; and Director of Worldwide Strategic Planning for Warner-Lambert Company.

Tallett was born and educated in England. She graduated from Nottingham University with two First Class Honors degrees in Mathematics and Economics.

Tallett also serves on the Board of Directors of the Principal Financial Group; Qiagen, N.V., the leading global provider of sample and assay technologies; and Anthem Inc., a health benefits company. Previously, she served on the Boards of Coventry Health Care, Inc.; Varian, Inc.; IntegraMed America, Inc.; Varian SemiConductor Equipment Associates Inc.; and Immunicon, Inc. She was a founding Board member of the Biotechnology Council of New Jersey, and is a Trustee of Solebury School in Pennsylvania.

Board Member Terms

Board Member Terms

The Board's Nominating/Governance Committee works with management and, at times, a national search firm to nominate candidates to fill Board vacancies. Directors are elected at the annual shareholders meeting. Board members serve 3-year terms; the number of terms is unlimited, though Board members may not serve past the Annual Meeting following their 72nd birthday.

Board Responsibilities

While corporate officers and executives manage Meredith's day-to-day operations and activities, the Board provides oversight, advice and counsel on issues as wide-ranging as long-term strategy, budgets, human resources, benefits, marketing and new product development. Specifically, the Board:

  • Makes certain there is a management succession plan in place.
  • Reviews and approves strategic plans and budgets.
  • Approves major matters and expenditures (acquisitions, divestitures, financings, level of debt, etc.)
  • Discusses and approves recommendations from the four Board Committees (finance, compensation, nominating/governance and audit)
  • Monitors company policies to ensure they comply with financial accounting standards, legal and ethical standards, laws, regulations, etc.
  • Provides general advice and counsel to management.
  • Ultimately, the Board has a legal responsibility to act in the best interest of the shareholders. In practical terms, that boils down to making sure the company is run soundly, ethically and profitably.

Committee Composition

Governance FAQ

Are most of Meredith Corporation's directors independent?

Eight of Meredith's 9 current directors are independent. All members of the Audit Committee, Compensation Committee and Nominating/Governance Committee are independent directors.

Board of Directors Qualifications

 

Has Meredith Corporation adopted a Code of Business Conduct and Ethics?

Meredith Corporation has long had a formal Code of Business Conduct and Ethics. The most recent revision was adopted on February 2, 2003, by the Board of Directors and can be found on this website. Meredith employees complete training on the Code of Business Conduct, and Labor and Human Rights policies upon hire and every two years following.

Code of Conduct and Ethics

Does the Board of Directors meet in executive session without members of management?

The Board of Directors meets in executive session without members of management at every quarterly meeting of the Board. The non-executive vice chairman of the Board presides at these meetings.

Governance Principles

What qualifications does Meredith Corporation seek when nominating a new director?

The Nominating/Governance Committee is responsible for assessing the needs of the Board of Directors. This assessment will include members' qualification as independent, as well as consideration of diversity, age, skills and experience in the context of the needs of the Board.

Nominating/Governance Committee Charter

Does the Board of Directors have a Presiding Director?

The non-executive vice chairman of the Board is the Presiding Director.

Please address correspondence to:

Non-Executive Vice Chairman
c/o Office of the General Counsel
1716 Locust Street
Des Moines, IA 50309

What is the role of the Board of Directors in strategic planning?

The Board takes an active role in strategic planning. A formal review of the strategic plans is conducted at the May meeting of the Board of Directors, and updates are presented at each quarterly meeting.

Governance Principles

How can I find out if any of the directors or executive officers are selling stock?

Information can be found on the Investor Relations website which shows SEC filings that have been made for each director and reporting officer

Contact the Board

You can contact Meredith Corporation's Board of Directors to provide comments, to report concerns, or to ask a question, at the following address.

Corporate Secretary
Meredith Corporation
1716 Locust Street
Des Moines, IA 50309
United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a shareholder, customer, supplier, or other interested party.

Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Meredith Corporation board of directors has requested that certain items which are unrelated to the duties and responsibilities of the board should be excluded, such as:

  • Product complaints
  • Product inquiries
  • New product suggestions
  • Resumes and other forms of job inquiries
  • Surveys
  • Business solicitations or advertisements

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request.

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