Minutes


ITVS BOARD OF DIRECTORS MEETING

Hotel Nikko, San Francisco, CA

July 28, 2018

MINUTES



Directors Present: Garry Denny, Pat Aufderheide, Sharese Bullock-Bailey, Delida Costin, Andrew DeVigal, Sharon La Cruise, Malinda Maynor Lowery, Bathsheba Malsheen, and Margaret Wilkerson

Directors Absent: Lisa Cortés and Beth Curley

Staff and Guests Present: Sally Fifer, John Cheng, Pamm Higgins, Jim Sommers, Lisa Tawil, Daniel Ross, Katie Koskenmaki, David Casey, Pam Torno, Lois Vossen, Jessica Estelle Huggins, and Kirk Vader


CALL TO ORDER AND INTRODUCTIONS

Denny, Chair, called the meeting to order at 9:55 a.m., introduced the members of staff in attendance and gave opening remarks.

QUORUM

The Chair took roll call, noted that a quorum of the Board was present, and declared the meeting open for the transaction of business.


APPROVAL OF MINUTES

La Cruise, Secretary, presented the minutes of the meeting of the Board held on March 24, 2018. Following discussion, on motion by Aufderheide, seconded by Bullock-Bailey, and carried unanimously:

It Was Resolved, that the minutes of the meeting of the Board held on March 24, 2018 are approved.


PRESIDENT’S REPORT

Fifer began her President’s Report by welcoming new members Dennis and Kiely to the Board. She stated that the goal for the meeting was to solicit the Board’s guidance on FY19 annual planning. With support from Cheng, she then provided an overview of ITVS’s financial position.

She acknowledged ITVS’s Content team for the 12 2018 News & Documentary Emmy award nominations for ITVS-funded films, as well as the Audience Development team for garnering its first Golden Trailer award (for an I Am Not Your Negro promo), as well as other marketing awards.

Fifer reviewed ITVS’s cross-platform strategy, including 21 broadcast premieres, online streams, and on the ground screenings with more than 400 Indie Lens Pop-Up events in over 75 markets, including 24 new station partners.

With support from Sommers, Fifer described the new format for ITVS’s Open Call Orientation, which took place in the atrium at ITVS HQ for the first time in July. This change encouraged staff members from all departments—Content to Business to Audience Development—to interact with filmmakers on the ways they will be working together.

Cheng then described ITVS’s exploration of new backend systems that will help integrate organization-wide databases, and Higgins described the evolution of ITVS’s Learning & Evaluation team, which will keep all staff updated on trends in data and measurement.

OTT AUDIENCE RESEARCH PRESENTATION 

Denny, Board Chair, presented on the present state of OTT (“over the top”) and online video, as an update for Board and staff from his presentation in July 2017. The research firm comScore’s OTT Intelligence study measured 8,000 homes and 100,000 devices monthly for a year to compile the data. The first key takeaway was that OTT streaming is a mainstream behavior that has grown significantly—houses headed by persons under 35 are more like to be cord-nevers (those who have not had a traditional pay television service in the past five years) than cord-cutters (those who have had a traditional pay television service in the past five years). The second key takeaway was that there is still opportunity for OTT streaming growth, especially among certain segments—those that are cable and satellite subscribers, households with heads of households aged 55+, and younger households without children.

Discussion ensued with the Board, and Denny concluded by stating that public television is still universally accessible and provides service to people who can’t get television by other means.

PBS INSIGHTS PRESENTATION

Tawil introduced Ross and Koskenmaki, who presented on the TV audience landscape for Independent Lens. Ross began by describing trends in American viewership—media consumption is up while live, appointment television viewing is down. He shared that 2023 is anticipated to be the year when linear and non-linear viewership will merge. Koskenmaki took a deeper dive on broadcast television ratings, which show a general decline in all categories besides cable news networks. That decline affected Independent Lens ratings as a whole in 2017-28 but key indicators were still on the rise. Koskenmaki elucidated the ways in which ethnic and geographical diversity of Independent Lens viewership rose in the most recent season, and revealed the increase of PBS member station coverage. Ross then concluded with a look at how the Independent Lens team will maximize audiences in the future: emphasis on tentpole films, thematic alignment with PBS and CPB priorities, and services for PBS stations to leverage ITVS assets and initiatives.

VISUAL STORYTELLING & CIVIC ENGAGEMENT PRESENTATION

DeVigal, Board member and Chair in Journalism Innovation and Civic Engagement at the University of Oregon, gave a presentation on his current work in the engagement space. He began with the premise that journalism is inextricably linked to the health of democracy. He then reviewed various ways to engage the public, from relational engagement—encouraging people to participate, collaborate, and lead—to transactional engagement—which encourages people to learn, follow, and endorse. From there, DeVigal described the 32 Percent Project, which he recently helped launch with the Agora Journalism Center in Oregon. A series of community workshops helped inspire ground-level strategies for producing more trustworthy journalism, which ideally has: positivity, shared mission, authenticity, transparency, diversity, and consistency.

REPORTS ON OPERATIONS

The following persons gave individual reports on the operations of the corporation: Jim Sommers, Senior Vice President of Content; Pamm Higgins, Senior Vice President; Lisa Tawil, Vice President of Marketing and Communications; David Casey, Vice President of Production; Pam Torno, Senior Producer, Digital Initiatives; and Lois Vossen, Executive Producer, Independent Lens.

After recapping ITVS’s history of innovation in digital spaces (from series Electic Shadows to FUTURESTATES), Sommers introduced Casey and Torno, who presented on the present and future of ITVS’s newest digital brand, Indie Lens Storycast. Casey described the desired characteristics for Storycast content: diversity, energy, hope, originality, boldness, shareability, and entertainment value. He then detailed the role that PBS Digital Studios has played in hosting Storycast.

Torno continued by situating Storycast within the nonfiction YouTube landscape and reviewing the first six shows to air in the series. Viewership statistics from those programs indicated that Storycast was reaching a young audience—45% of viewers in the 25-34 range—and a female audience, at 71% (compared to a 71% male PBSDS audience for all other programs). Torno then introduced and showed clips from upcoming Storycast series Fiesta! Quinceañera, The History of White People, and Tacos of Texas.

Casey and Torno then concluded with a recap of Digital Open Call and a look to the future. Storycast will seek to: raise standards of production, refine content formats, identify and support digital native filmmakers, find repeatable, consistent series, explore stunt programming, and expand cross-promotional opportunities.

Sommers then passed to Vossen, who introduced and showed clips from films in the upcoming 2018-19 Independent Lens season slate, including Hale County, This Morning, This Evening, Dawnland, Charm City, The Cleaners, Wildland, Rumble, Black Memorabilia, and Won’t You Be My Neighbor.

FINANCE COMMITTEE REPORT

Denny reported that the Finance Committee had met and that ITVS was in good financial health.

RATIFICATION OF PAST ACTIONS

The Chair noted that the Board has reviewed and considered all of the activities of the corporation and actions by its directors and officers since the last meeting of the Board. Based on this review and consideration of the activities of the corporation and the actions of the officers and directors, upon motion made by Aufderheide, seconded by Bullock-Bailey, and carried unanimously:

It Was Resolved that all of the known acts of the officers and directors of the corporation taken since the last meeting of the Board on behalf of the corporation are adopted, ratified, and approved; and

Further Resolved, that the officers and directors of the corporation are authorized and directed to perform all such acts, deeds, and things and execute all such documents and other writings as may be required to give effect to the true intent of this resolution.

ELECTION OF DIRECTORS – FISCAL YEAR 2019 CLASS OF DIRECTORS

The Board Chair advised that it was appropriate for the corporation to vote on the slate of directors recommended by the Nominating Committee and approved by the Executive Committee to represent the 2019 Fiscal Year Class of Directors, for three-year terms from October 1, 2019 through September 30, 2021. The proposed slate of candidates for the Fiscal Year 2019 Class of Directors included Malinda Maynor Lowery, Lisa Cortés, Andrew DeVigal, Delida Costin, and Sharon La Cruise.

The Board Chair noted that the proposed slate of director candidates includes Costin and La Cruise, whose current terms are not set to expire until the end of Fiscal Year 2019 (September 30, 2019), and the Board Chair discussed that it has been proposed and recommend that Costin and La Cruise have their terms renewed a year early in order to shift their positions form the 2017 Fiscal Year Class of Directors to the 2019 Fiscal Year Class of Directors in order to re-stagger and balance the three classes of directors of the corporation. The end result would be three classes of directors, each with five director positions (two classes with one vacancy each).

The directors present cast their votes on whether to approve the slate of proposed directors for the Fiscal Year 2019 class of directors. The slate of directors was unanimously elected by all directors present. 

It Was Resolved, that the following persons are elected to serve as directors of the corporation for three-year terms as part of the Fiscal Year 2019 class of directors, from October 1, 2018 through September 30, 2021:

Malinda Maynor Lowery

Lisa Cortés

Andrew DeVigal

Delida Costin

Sharon La Cruise

Further Resolved, any one or more of the directors of the corporation be and hereby are authorized and directed to perform all such acts, deeds, and things and execute under the seal of the corporation or otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution.

EXECUTIVE SESSION

All staff and guests left the meeting at this time, with the exception of Fifer, and the Board then met in executive session.

CONCLUSION OF EXECUTIVE SESSION 

At 4:30 p.m., the Chair announced the conclusion of the Executive Session and invited the remaining staff and guests back into the meeting.

ADJOURNMENT

There being no further business, the meeting was adjourned by the Chair at 4:30 p.m.

                                                                                                 _________________________

                                                                                                 Sharon La Cruise, Secretary