UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 ____________________________________ | |
SCHEDULE 14A | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 | |
Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under §240.14a-12 | |
TOWNSQUARE MEDIA, INC. | |
(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
Payment of Filing Fee (Check the appropriate box):
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o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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the filing fee is calculated and state how it was determined):
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o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
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To the Stockholders of Townsquare Media, Inc.:
I am pleased to invite you to attend the 20192020 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of Townsquare Media, Inc. (the "Company"“Company”), which will be held by virtual meeting format at the Company’s corporate offices, located at 240 Greenwich Avenue, Greenwich, Connecticut 06830,www.virtualshareholdermeeting.com/TSQ2020, on May 29, 2019August 6, 2020 at 9:00 a.m., Eastern Daylight Time. You will be able to attend and submit your questions during the Annual Meeting.
Information about the Annual Meeting, the nominees for election as directors and the other proposals to be voted on by stockholders is presented in the following notice of Annual Meeting and proxy statement.
Whether or not you plan to attend the Annual Meeting, please promptly vote your shares in advance of the Annual Meeting using the methods described in the accompanying proxy statement. It is important that your shares be represented. We look forward to speaking withhope you can join us at the Annual Meeting on May 29, 2019.August 6, 2020.
| Sincerely, | ||
 | ||
| Steven Price | ||
| Executive Chairman of the Board of Directors | ||
(203) 861-0900
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 6, 2020, 9:00 a.m., Eastern Daylight Time
The 20192020 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of Townsquare Media, Inc. (the "Company"“Company”) will be held by virtual meeting format at the Company’s corporate offices, located at 240 Greenwich Avenue, Greenwich, Connecticut 06830,www.virtualshareholdermeeting.com/TSQ2020, on May 29, 2019August 6, 2020 at 9:00 a.m., Eastern Daylight Time, for the following purposes:
| (1) | To elect two Class III directors named in the accompanying proxy statement to our Board of Directors, each director to hold office until the 2023 annual meeting of stockholders or until such director’s successor is duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. |
| (2) | To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. |
| (3) | To approve, on an advisory basis, the compensation of our named executive officers. |
| (4) | To approve, on an advisory basis, whether an advisory vote on the compensation of our named executive officers should occur every one, two or three years. |
| (5) | To consider a stockholder proposal requesting that the Company initiate the appropriate process to adopt a majority voting standard in uncontested director elections, if properly presented at the Annual Meeting. |
| (6) | To transact such other business as may properly come before the Annual Meeting and any postponement(s) or adjournment(s) thereof. |
Stockholders of record at the close of business on April 5, 2019July 1, 2020 are entitled to receive notice of, to vote at and attend the Annual Meeting and any adjournment or postponement thereof.
To attend the virtual Annual Meeting, you must demonstrate that you were a stockholder as of the close of business on July 1, 2020 or hold a valid proxy from any such stockholder. Due to the ongoing public health impact of the novel coronavirus (COVID-19), the Annual Meeting will be completely virtual, conducted via live webcast at the website above. On that website, you will be able to vote your shares electronically, view the list of stockholders entitled to vote at the meeting and submit questions during the meeting. Details regarding how to attend and participate in the virtual meeting are more fully described in the accompanying proxy statement.
| Sincerely, | ||
| ||
| Steven Price | ||
| Executive Chairman of the Board of Directors | ||
Purchase, New York
July 2, 2020
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS | ||||
| FOR THE ANNUAL MEETING OF STOCKHOLDERS | ||||
| TO BE HELD ON | ||||
The | ||||
TABLE OF CONTENTS
Board Composition ................................................................................................................................................... | |
OTHER AUDIT COMMITTEE MATTERS .................................................................................................................. | |
OTHER MATTERS ........................................................................................................................................................ | |
TOWNSQUARE MEDIA, INC.
(203) 861-0900
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 2019AUGUST 6, 2020
GENERAL INFORMATION
Why am I receiving these materials?
Townsquare Media, Inc. (“Townsquare” or the “Company”) has made these materials available to you on the internet or, upon your request, has delivered these materials by email or mail in connection with the solicitation of proxies by the Company'sCompany’s Board of Directors (the "Board"“Board”) for use at the Company's 2019Company’s 2020 annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting will be held in a virtual meeting format at the Company’s corporate offices, located at 240 Greenwich Avenue, Greenwich, Connecticut 06830,www.virtualshareholdermeeting.com/TSQ2020, on May 29, 2019August 6, 2020 at 9:00 a.m., Eastern Daylight Time, and atfor any postponement(s) or adjournment(s) thereof.
On or about April 15, 2019,July 2, 2020, the Company intends to mail to its stockholders of record a notice regarding the internet availability of proxy materials (the "Notice") containing instructions on how to access this proxy statement for the Annual Meeting (this "Proxy Statement"“Proxy Statement”), a proxy card and the Company's 2018Company’s 2019 annual report to stockholders, (the "Annual Report"“Annual Report”), which consists of the Company'sCompany’s annual report on Form 10-K for 20182019, as amended, and a letter to stockholders, through the internet and how to vote through the internet. Beneficial owners will receive a similar voting instruction form from their broker, bank,stockholders.
To attend or other nominee. Please do not mailparticipate in the Notice, as it is not intended to serve as a voting instrument.
What matters will be voted on at the Annual Meeting?
The Company is aware of threefive matters proposed to be voted on by stockholders of record at the Annual Meeting:
| 1. | The election to the Board of Class |
| 2. | Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 (“Proposal Two”); |
| 3. | Approval, on an advisory basis, of the compensation of our named executive officers (“Proposal Three”); |
| 4. | Approval, on an advisory basis, of whether an advisory vote on the compensation of our named executive officers should occur every one, two or three years (“Proposal Four”); and |
| 5. | A stockholder proposal requesting that the Company initiate the appropriate process to adopt a majority voting standard in uncontested director elections, if properly presented at the Annual Meeting (“Proposal |
What are the Board’s voting recommendations?
The Board recommends that you vote your shares:
“FOR” the reelection to the Board of each of the Class IIIII director nominees, Steven Price, Gary GinsbergStephen Kaplan and David Quick,Bill Wilson, set forth in Proposal One;
“FOR” Proposal Two, the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020;
“FOR” Proposal Three, the approval, on an advisory basis, of the compensation of our named executive officers;
Every “THREE YEARS” on Proposal Four, the approval, on an advisory basis, of whether an advisory vote on the compensation of our named executive officers should occur every one, two or three years; and
“AGAINST” Proposal Two,Five, a stockholder proposal requesting that the Company initiate the appropriate process to adopt a majority voting standard in uncontested director elections; and
elections.
How can I get electronic access to the proxy materials?
The Company’s proxy materials are also available at https://www.proxyvote.com or www.townsquaremedia.com/equity-investors/sec-filings. This website address issec-filings. Website addresses are included in this Proxy Statement for reference only. The information contained on the Company’s websiteour websites is not incorporated by reference into this Proxy Statement.
Choosing to receive future proxy materials by email will reduce the impact of the Company’s annual meetings on the environment and will save the Company the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.
Who may vote at the Annual Meeting?
Holders of record of the Company’s Class A common stock and Class B common stock at the close of business on April 5, 2019July 1, 2020 (the “Record Date”) are entitled to receive notice of, to attend and to vote at the Annual Meeting as set forth below. As of the Record Date, there were 14,313,84414,330,220 shares of Class A common stock outstanding and 3,011,634 shares of Class B common stock outstanding.
Each share of Class A common stock entitles the holder thereof to one (1) vote for each proposal properly submitted for vote at the Annual Meeting. Each share of Class B common stock entitles the holder thereof to ten (10) votes for each proposal properly submitted for vote at the Annual Meeting. Holders of shares of the Company’s Class C common stock are not entitled to any voting rights with respect to such shares of Class C common stock at the Annual Meeting. The holders of Class A common stock and Class B common stock vote together on each proposal as a single class.
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?
If, as of the Record Date, your shares were registered directly in your name with Townsquare’s transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, the proxy materials are being sent to you directly by or on behalf of the Company and, without further action you may attend the Annual Meeting, and you may cast your vote online at the Annual Meeting or vote by proxy (via the Internet, by telephone or by mail). Whether or not you plan to attend the Annual Meeting, the Company urges you to vote in advance of the Annual Meeting to ensure your vote is counted.
If, as of the Record Date, your shares were held in an account at a broker, bank or other nominee, then you are the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of attending and voting at the Annual Meeting.record. As a beneficial owner, you have the right tomay direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may notaccount or vote your sharesonline at or attend the Annual Meeting unless you request and obtain a valid proxy fromusing the 16-digit control number included on your brokervoting instruction form or other agent.otherwise provided by the organization that holds your shares.
If I am a stockholder of record, how do I vote?
If you are a stockholder of record, you may vote:
Via the Internet. You may vote by proxy via the internet by following the instructions provided in the Notice, the proxy card or email notification.
By Telephone. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by calling the toll-free number found on the proxy card.
By Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.
At the Annual Meeting. You may also vote in persononline at the Annual Meeting. For more information, see “What do I need toTo attend or participate in the Annual Meeting?”Meeting, you will need the 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 9:00 a.m. Eastern Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Daylight Time, and you should allow ample time for the check-in procedures.
If I am a beneficial owner of shares held in street name, how do I vote?
If you are a beneficial owner of shares held in street name, you may vote:
Via the Internet. You may vote by proxy via the internet by visiting www.proxyvote.com and entering the control number found inon your Noticeproxy card or voting instruction form. The availability of internet voting may depend on the voting process of the organization that holds your shares.
By Telephone. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by calling the toll-free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares.
By Mail. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided.
At the Annual Meeting. You may also vote online at the Annual Meeting if you obtain a “legal proxy” from the organization that holdsMeeting. If your shares. A legal proxy is a written document that will authorize you to vote your shares are held in street name, atinstructions to attend or participate in the Annual Meeting. PleaseMeeting will be included on the voting instruction form provided by your bank, broker or other nominee. You will need the 16-digit control number included on your voting instruction form, or you may need to contact the organization that holds your shares for instructions regarding obtainingto obtain a legal proxy.
What if during the check-in time or during the Annual Meeting by calling (203) 861-0900.I have technical difficulties or trouble accessing the virtual meeting website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if the holders of a majority in voting power of the shares of capital stock of the Company issued and outstanding and entitled to vote at the Annual Meeting, are present in persononline or represented by proxy at the Annual Meeting. Abstentions, withhold votes and broker non-votes
are counted as shares present and entitled to vote for purposes of determining a quorum. If there is no quorum, the Company may adjourn or postpone the Annual Meeting to another date to solicit additional proxies.
How are proxies voted?
All shares represented by valid proxies received by the time specified or otherwise prior to the taking of the vote at the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.
What happens if I do not give specific voting instructions?
Stockholders of Record. If you are a stockholder of record and you:
Indicate when voting on the internet or by telephone that you wish to vote as recommended by the Board; or
Sign and return a proxy card without giving specific voting instructions,
then the persons named as proxy holders, Stuart Rosenstein and Christopher Kitchen, will vote your shares on all matters presented for vote at the Annual Meeting in the manner recommended by the Board or, if no recommendation is made by the Board, as the proxy holders may determine in their discretion.
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”
Broker non-votes and abstentions will, however, be counted towards determining whether or not a quorum is present.
Which proposals are considered “routine” or “non-routine”?
The ratification of the appointment of RSM USBDO USA, LLP as the Company’s independent registered public accounting firm for 2019the fiscal year ending December 31, 2020 (Proposal Three)Two) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal Three.Two.
The other proposals, the election of threetwo Class IIIII directors (Proposal One), the approval, on an advisory basis, of the compensation of our named executive officers (Proposal Three), the approval, on an advisory basis, of the frequency of advisory votes on the compensation of our named executive officers (Proposal Four), and the stockholder proposal requesting that the Company initiate the appropriate process to adopt a majority voting standard in uncontested director elections (Proposal Two),Five) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposal One, Proposal Three, Proposal Four and Proposal Two.Five.
How many votes are needed to approve each proposal?
Proposal One.: The election of each Class IIIII director will require the affirmative vote of a plurality of the votes cast by the holders of record of capital stock entitled to vote in the election of such directors present in person or represented by proxy at the Annual Meeting. "Plurality"directors. “Plurality” means that the nominees who receive the largest number of votes cast "for"“for” are elected as directors. You may vote "for"“for” or "withhold"“withhold” on each of the nominees for election as director. As a result, any shares not voted "for"“for” a particular nominee (including as a result of a "withhold"“withhold” vote or a broker non-vote as described above) will not be counted in such nominee'snominee’s favor and will have no effect on the outcome of the election.
Proposal Two: The stockholder proposal requesting thatratification of the Company initiateappointment of BDO USA, LLP as the appropriate process to adopt a majority voting standard in uncontested director electionsCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2020 will require the affirmative vote of the holders of a majority in voting power of the shares of capital stock present online or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the same effect as votes against the matter.
Proposal Three: The approval, on an advisory basis, of the compensation of our named executive officers will require the affirmative vote of holders of a majority in personvoting power of the shares of capital stock present online or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the same effect as votes against the matter. Broker non-votes will have no effect on the outcome of the vote.
Proposal ThreeFour: The ratificationapproval, on an advisory basis, of RSM US, LLPthe frequency of advisory votes on the compensation of our named executive officers will require the affirmative vote of holders of a majority in voting power of the shares of capital stock present online or represented by proxy at the Annual Meeting and entitled to vote thereon. However, our Board expects to be guided by the option that receives the greatest number of votes, even if that alternative does not receive a majority. Abstentions will have the same effect as votes against the Company's independent registered public accounting firm for 2019matter. Broker non-votes will have no effect on the outcome of the vote.
Proposal Five: The stockholder proposal requesting that the Company initiate the appropriate process to adopt a majority voting standard in uncontested director elections, if properly presented, will require the affirmative vote of the holders of a majority in voting power of the shares of capital stock present in persononline or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the same effect as votes against the matter. Broker non-votes will have no effect on the outcome of the vote.
What does it mean if I receive more than one Notice,set of materials, proxy card, voting instruction form or email notification?
If you receive more than one Notice,set of materials, proxy card, voting instruction form or email notification, your shares are registered in more than one name or are registered in different accounts with banks, brokers, other nominees or our transfer agent. Please take action with respect to each Notice,set of materials, proxy card, voting instruction form and email notification, to ensure that all of your shares are voted.
Can I change my vote?
You may revoke your proxy and change your vote generally at any time before the taking of the vote at the Annual Meeting. No later than 11:59 p.m., Eastern Daylight Time, on the day before the Annual Meeting, you may change your vote using the internet or telephone methods described above, in which case only your latest internet or telephone proxy submitted prior to the Annual Meeting will be counted. You may also revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date so long as it is received by May 28, 2019August 5, 2020 by 11:59 p.m. ET,, Eastern Daylight Time, or by virtually attending the Annual Meeting and voting in person.online. Only the latest validly executed proxy that you submit will be counted. However, your virtual attendance at the Annual Meeting in person will not automatically revoke your proxy unless you properly vote online at the Annual Meeting in person or specifically request that your prior proxy be revoked by delivering a written notice of revocation to the Company’s Secretary at Townsquare Media, Inc., 240 Greenwich Avenue, Greenwich, Connecticut 06830One Manhattanville Road, Suite 202, Purchase, New York 10577 prior to the Annual Meeting.
If you are a beneficial owner of shares but not the stockholder of record, you may submit new voting instructions by contacting your broker, bank, or other nominee.nominee on a timely basis according to materials provided by such person. You may also change your vote by voting in persononline at the Annual Meeting if you obtain a legal proxy as described above.
Who will serve as the inspector of election?
A representative from Broadridge Financial Solutions, Inc. (“Broadridge”) will serve as the inspector of election.
Who pays for the expenses of solicitation?
Townsquare’s Board is soliciting your proxy on behalf of the Company. The Company pays for the costs of the distribution of the proxy materials, and solicitation of proxies.proxies and hosting the virtual meeting. As part of this process, the Company reimburses brokerage houses and other custodians, nominees and fiduciaries for their expenses for forwarding proxy and solicitation materials to its stockholders. Townsquare’s directors, officers and employees may also solicit proxies on its behalf in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies.
Who counts the votes?
The Company has engaged Broadridge as its independent agent to tabulate stockholder votes. If you are a stockholder of record, your executed proxy card is returned directly to Broadridge for tabulation. If you hold your shares through a broker, bank or other nominee, your broker, bank or other nominee returns one proxy card to Broadridge on behalf of all its clients.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results are expected to be published on a Current Report on Form 8-K to be filed by the Company within four business days after the Annual Meeting.
Where are the Company’s principal executive offices located and what is the Company’s main telephone number?
The Company’s principal executive offices are located at 240 Greenwich Avenue, Greenwich, Connecticut 06830,One Manhattanville Road, Suite 202, Purchase, New York 10577 and the Company’s main telephone number is (203) 861-0900.
Whom may I contact with questions?
If you have any questions or require any assistance with voting your shares,regard to receiving printed Annual Meeting materials, please contact Broadridge at 1-800-579-1639.
What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at the 20202021 annual meeting of stockholders?
To be considered for inclusion in the proxy statement and proxy card for the 20202021 Annual Meeting, written notice of any proposal that a stockholder intends to present at the 20202021 annual meeting of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), must be delivered to the Company’s Secretary by mail at 240 Greenwich Avenue, Greenwich, Connecticut 06830, or by email at investors@townsquaremedia.com,One Manhattanville Road, Suite 202, Purchase, New York 10577 and must be received no later than December 17, 2019.March 4, 2021. To be eligible to be included in the Company’s proxy statement, all proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a stockholder of record. Submitting a stockholder proposal does not guarantee that we will include it in the Company'sCompany’s proxy statement.
Our bylaws include separate advance notice provisions applicable to stockholders desiring to bring nominations for directors before an annual meeting of stockholders or to bring proposals before an annual meeting other than pursuant to Rule
14a-8 under the Exchange Act. These advance notice provisions require that, among other things, stockholders give timely written notice to the Company’s Secretary regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in our bylaws. To be timely, a stockholder who intends to present nominations or a proposal at the 20202021 Annual Meeting other than pursuant to Rule 14a-8 must provide the information set forth in our bylaws to the Company’s Secretary no earlier than close of business on April 8, 2021 and no later than close of business on February 29, 2020 and no earlier than close of business on January 30, 2020.May 8, 2021. However, if we hold the 20202021 Annual Meeting of Stockholders more than 30 days before, or more than 70 days after, the anniversary of the 20192020 Annual Meeting date, then the information must be received no earlier than the 120th day prior to the 20202021 Annual Meeting date, and not later than close of business on (i) the 90th day prior to the 20202021 Annual Meeting date or (ii) the tenth day after public disclosure of the 20202021 Annual Meeting date, whichever is later.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements.
Multiple Stockholders Sharing the Same Address:
As permitted by Securities and Exchange CommissionSEC rules and referred to as "householding"“householding”, the Company will deliver only one Notice and, if applicable, a single set of the Annual Report and other proxy materials, to multiple stockholders sharing the same address, unless the Company has received contrary instructions from one or more of the stockholders. The Company will, upon written or oral request, deliver a separate copyset of the Notice and, if applicable, a separate set of Annual Report and other proxy materials, to a stockholder at a shared address to which a single copy was delivered and will include instructions as to how the stockholder can notify the Company that the stockholder wishes to receive a separate copy in the future. Stockholders of record wishing to receive a separate Notice and, if applicable, a separate set of the Annual Report and other proxy materials, in the future or stockholders of record sharing an address wishing to receive a single copy in the future may contact Townsquare Media, Inc., at 240 Greenwich Avenue, Greenwich, Connecticut 06830,One Manhattanville Road, Suite 202, Purchase, New York 10577, telephone: (203) 861-0900.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board Composition:
Townsquare’s Board consists of seven directors. The authorized number of directors is seven and may be changed by resolution of the Board. Vacancies on the Board can be filled by a resolution of the Board. The Board is divided into three classes, each serving staggered, three-year terms. As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.
Class IIIII Director Nominees for Election to the Board:
Listed below are the nominees for election as a Class IIIII director, each of whom currently serves on the Board. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the threetwo nominees named in this Proxy Statement. Each of the directors listed below has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will serve a three-year term.hold office until the 2023 annual meeting of stockholders or until such director’s successor is duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Should any nominee be unable to accept nomination or election, the persons named as proxies may vote for a substitute nominee recommended by the Board. Alternatively, the Board may leave the position vacant or reduce the size of the Board.
| Name | Class and Term | Age as of the Annual Meeting | Position with the Company | |||
| Director | ||||||
| 52 | Chief Executive Officer & Director | |||||
On April 16, 2020, the Board rebalanced the three classes of the Board so that the classes are as nearly equal in number as is practicable. Solely to effect this rebalancing, Bill Wilson, our Chief Executive Officer and a Class I member of the Board prior to such date, resigned from the Board and was immediately reappointed to serve as a Class III director.
The Board and itsthe Nominating and Corporate Governance Committee believe the skills, qualities, attributes and experience of Mr. Price, Mr. GinsbergKaplan and Mr. QuickWilson provide, together with the continuing members of the Board, the Company with business acumen and a diverse range of perspectives to engage each other and management to address effectively the Company’s evolving needs and represent the best interests of the Company’s stockholders. The biographies below describe the skills, qualities, attributes and experiences of Mr. Price, Mr. GinsbergKaplan and Mr. QuickWilson that led the Board and the Nominating and Corporate Governance Committee to determine that it is appropriate to nominate these directors.
Bill Wilson. Mr. Wilson joined Townsquare’s Board in March, 2018. Mr. Wilson joined Townsquare in September 2010 and, prior to his appointment as Chief Executive Officer in January, 2019, served as Co-Chief Executive Officer beginning in October, 2017. Prior to his appointment as Co-Chief Executive Officer, Mr. Wilson served as Executive Vice President and Chief Content & Digital Officer of the Company. Previously, Mr. Wilson was President of AOL Media from 2006 to May 2010 where he had overall responsibility for the Company’s global content strategy. In his nine years at AOL, he also served in a number of roles including President, AOL Programming & Studios and Executive Vice President, AOL Programming. Under his leadership, AOL’s content sites grew to reach more than 75 million monthly unique visitors domestically and over 150 million worldwide.
Prior to joining AOL in 2001, Mr. Wilson served as Senior Vice President for Worldwide Marketing at Bertelsmann Music Group (BMG), which he joined in 1992, and was responsible for worldwide marketing including artist, digital and non-traditional marketing across more than 50 countries for the world’s biggest artists including Dave Matthews Band, Outkast, Whitney Houston and Santana. Mr. Wilson graduated summa cum laude from the State University of New York at Stony Brook with a B.A. in economics and a B.S. in business management and earned a M.B.A. with honors in finance and marketing from Rutgers University’s Graduate School of Management. As our Chief Executive Officer (or Co-Chief Executive Officer) since October, 2017, and our Executive Vice President, Chief Content and Digital Officer prior to that, with responsibility for management of our digital operations, Mr. Wilson contributes critical knowledge to the Board regarding day-to-day operations, goals, strategies, performance, effectiveness of the management team, and the corporate culture of the Company.
Directors Continuing in Office:
The following sets forth information regarding the Company’s directors continuing in office. The biographies below describe the skills, qualities, attributes and experiences of the continuing directors that led the Board and the Nominating and Corporate Governance Committee to determine that it is appropriate for these directors to continue their service on the Board. There are no family relationships among the Company’s executive officers and directors.
| Name | Class and Term | Age as of the Annual Meeting | Position with the Company | |||
| B. James Ford | 52 | Director | ||||
| 57 | Director | |||||
| David Lebow | 59 | Director | ||||
| Executive | ||||||
| David Quick | Class II - 2022 | 40 | Director | |||
B. James Ford. Mr. Ford joined Townsquare’s Board in 2010. Mr. Ford is the Chairman of FRD, LLC, a merchant bank and family investment office. Mr. Ford has been a Senior Advisor of the Los Angeles Organizing Committee of the Olympic and Paralympic Games 2028 since 2016. Prior thereto, Mr. Ford was Managing Director and Portfolio Manager of Oaktree’s Global Principal Group where he was responsible for overseeing all activities of the Global Principal Group, including investment commitments and approvals, client relations and administrative and personnel-related matters. Mr. Ford joined Oaktree in 1996 and was involved in sourcing and executing a number of the firm’s most significant investments and led the group’s efforts in the media and energy sectors prior to being named a portfolio manager in 2006. He also served as a Senior Advisor to Oaktree from 2016 to 2017. Mr. Ford worked extensively with a variety of Oaktree portfolio companies, including serving on the boards of directors of numerous private and public companies. Mr. Ford earned a B.A. in Economics from the University of California at Los Angeles and an M.B.A. from the Stanford University Graduate School of Business. He serves as an active member of the Advisory Council of the Stanford Graduate School of Business and the Children’s Bureau. Through his prior role at Oaktree Capital Management and his service as a director of multiple public and private companies, Mr. Ford brings to our Board management, investment and financial experience and guidance regarding corporate governance matters. Mr. Ford has been designated by Oaktree as an “Oaktree Director” pursuant to the Company’s certificate of incorporation and the Stockholders’ Agreement.
David Lebow. Mr. Lebow joined Townsquare’s Board in 2010. Mr. Lebow is Chief of Staff at Draft Kings, Inc. Prior to joining Draft Kings in April, 2018, Mr. Lebow was an investor, advisor and independent management consultant. Previously, Mr. Lebow was Chief Revenue Officer at YP, overseeing a 3,000-person sales organization, until April 2017. Prior to joining YP in December 2012, Mr. Lebow served as President-Revenue of Group Commerce in NYC, a role he assumed in June 2011. He served as Acting Chief Executive Officer and a director of Oberon Media, Inc. from October 2010 through February 2011 and served as Chief Executive Officer/President of Internet Broadcasting Systems, from July 2007 through June 2010. He also served as a board member of Internet Broadcasting Systems. Mr. Lebow was Executive Vice President and General Manager of AOL Media Networks from 2002 to 2007. In this role, he oversaw the AOL Commerce business, AOL’s advertising operations, and played a large role transforming AOL from a dialup ISP into a consumer web portal. He served as senior vice president of Emmis Communications, a diversified media company. He also oversaw media properties for AMFM/Chancellor Media. In January 2010, he was elected to the Ithaca College Board of Trustees where he serves as Vice Chairman. Mr. Lebow graduated from Ithaca
College in 1983 with a degree in broadcast communications management. Mr. Lebow is qualified to serve on Townsquare’s Board due to his substantial experience in the Company’s industry and his management experience.
David Quick. Mr. Quick joined Townsquare’s Board in March, 2018.2010. Mr. Wilson joined Townsquare in September 2010 and, prior to his appointment as Chief Executive Officer in January, 2019, served as Co-Chief Executive Officer beginning in October, 2017. Prior to his appointment as Co-Chief Executive Officer, Mr. Wilson served as Executive Vice President and Chief Content & Digital Officer of the Company. Previously, Mr. Wilson was President of AOL Media from 2006 to May 2010 where he had overall responsibility for the Company’s global content strategy. In his nine yearsQuick is a Managing Director at AOL, he also served in a number of roles including President, AOL Programming & Studios and Executive Vice President, AOL Programming. Under his leadership, AOL’s content sites grew to reach more than 75 million monthly unique visitors domestically and over 150 million worldwide.Oaktree. Prior to joining AOLOaktree in 2001,2004, Mr. Wilson servedQuick spent two years as Senior Vice President for Worldwide Marketingan Investment Banking Analyst at Bertelsmann Music Group (BMG), which he joinedUBS in 1992,Los Angeles, gaining experience in mergers and was responsible for worldwide marketing including artist, digitalacquisitions, leveraged buyouts, initial public offerings and non-traditional marketing across more than 50 countries fordebt financings. Mr. Quick currently serves on the world’s biggest artists including Dave Matthews Band, Outkast, Whitney Houstonboard of directors of Dayco and Santana.J&J Ventures Gaming. Mr. Wilson graduated summa cum laude from the State University of New York at Stony BrookQuick received a B.B.A. degree with a B.A. in economics and a B.S. in business management and earned a M.B.A.distinction with honorsan emphasis in finance and marketingaccounting from Rutgers University’s Graduatethe School of Management. As our Chief Executive Officer (or Co-Chief Executive Officer) since October, 2017,Business Administration at the University of Michigan. Mr. Quick is qualified to serve on Townsquare’s Board due to his substantial finance and our Executive Vice President, Chief Content and Digital Officer prior to that, with responsibility for management of our digital operations,investment banking experience. Mr. Wilson contributes critical knowledgeQuick has been designated by Oaktree as an “Oaktree Director” pursuant to the Board regarding day-to-day operations, goals, strategies, performance, effectivenessCompany’s certificate of the management team,incorporation and the corporate culture of the Company.Stockholders’ Agreement.
Corporate Governance:
Company’s directors. As a result, only one class of directors will be elected at each annual meeting of stockholders,the Company is a “controlled company” under the NYSE corporate governance standards. As a controlled company, exemptions under such standards free the Company from its obligation to comply with certain corporate governance requirements, including the other classes continuing for the remainder of their respective terms.requirements:
that the Company have, to the extent applicable, a nominating and corporate governance committee that is composed entirely of (i)independent directors with a written charter addressing the total numbercommittee’s purpose and responsibilities;
that the Company have a compensation committee that is composed entirely of meetingsindependent directors with a written charter addressing the committee’s purpose and responsibilities; and
for an annual performance evaluation of the Board and (ii) the total number of meetings held by each of the Audit, Compensation Committee and Nominating and Corporate Governance CommitteesCommittee.
Since the Company has availed itself of the Board on which such person served during“controlled company” exception under the period such person served, except Mr. Ginsberg. Bill Wilsonrules of the NYSE, the Company’s Compensation Committee and Dhruv Prasad attended the 2018 annual meetingNominating and Corporate Governance Committee are not composed entirely of stockholders.independent directors.
Director Independence. The Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his background, employment, and affiliations and other information known by the Board, the Board has determined, upon the recommendation of the Nominating and Corporate Governance Committee, that Mr.four of our seven directors (Mr. Ginsberg, Mr. Lebow, Mr. Ford and Mr. KaplanKaplan) do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange (“NYSE”). Mr. Wilson and Mr. Price are employed by us and therefore are not independent directors. Mr. Quick was deemed not to be independent because of his affiliation with Oaktree, which controls more than 50% of the voting power for the election of the Company’s directors. The Board also determined that all Audit Committee members are independent under the additional independence rules of the NYSE and SEC rules for Audit Committee membership. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of the Company’s capital stock by each non-employee director, and the transactions involving them as described in the section titled “Certain Relationships and Related Transactions.”independence.
Board Leadership Structure. Steven Price, one of our founders and formerly our Chief Executive Officer, serves as Executive Chairman of our Board and presides over meetings of the Board, and holds such other powers and carries out such other duties as are customarily carried out by the Chairman of our Board. The Company believes that this leadership structure is appropriate in light of the valuable insight Mr. Price brings to our Company and our Board based on his perspective and experience as one of our founders and our former Chief Executive Officer, as well as his substantial experience in the Company'sCompany’s industry. The Company does not have a lead independent director, but, as noted above, the Board has determined that Mr. Ginsberg, Mr. Lebow, Mr. Ford and Mr. Kaplanfour of the 7 members of the Board are each “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the NYSE. Generally, every regular meeting of our Board includes an executive session of our independent directors without management present. Mr. Ginsberg has been chosen to preside over each such executive session.
Board Committees. The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Committee that operate under written charters adopted by the Board. These charters and the Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics and Code of Ethics (for the Chief Executive Officer and Senior Financial Officers) are available at www.townsquaremedia.com/equity-investors/corporate-governance-documents.
The Board has determined that all Audit Committee members are independent under applicable NYSE and SEC rules for committee memberships. The current membersfollowing table sets forth the standing committees of the committees are shown inBoard and their members as of the table below.date of this Proxy Statement. Mr. Wilson does not serve on any standing committees.
| Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | |||
| Steven Price | — | — | Chair | |||
| B. James Ford | Chair | — | — | |||
| Gary Ginsberg | Member | Member | Member | |||
| David Lebow | Member | Member | — | |||
| David Quick | — | Chair | Member | |||
Audit Committee. The Audit Committee is responsible for, among other matters: (1) the sole authority in appointing, compensating; retaining, evaluating, terminating and overseeing the Company’s independent registered public accounting firm; (2) discussing with the Company’s independent registered public accounting firm their independence from management; (3) reviewing with the Company’s independent registered public accounting firm the scope and results of their audit;audits; (4) approving (including pre-approving, as required) all audit and permissible non-audit services to be performed by the Company’s independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and the Company’s independent registered public accounting firm the interim and annual consolidated financial statements that the Company files with the SEC; (6) reviewing and monitoring the Company’s accounting principles, accounting policies, financial and accounting controls, including internal control over financial reporting, and compliance with legal and regulatory requirements; (7) overseeing the performance of the Company'sCompany’s internal audit function; (8) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and (9) reviewing and approving related person transactions. The Audit Committee is currently comprised of Mr. Ford (Chair), Mr. Ginsbergmay form and Mr. Lebow.delegate authority to subcommittees as appropriate. The Board has determined that Mr. Ford meets the definition of an Audit Committee financial expert and that each of the Audit Committee members meets the requirements for independence and financial literacy under the applicable requirements of the SEC and the NYSE. The designation or identification of a person as an Audit Committee financial expert does not impose upon such person any duties, obligations or liabilities that are greater than those generally imposed on such person as a member of the Audit Committee. The Audit Committee met fourfive times during 2018.2019. The Audit Committee also prepared the Audit Committee Report included in this Proxy Statement.
Compensation Committee. The Compensation Committee is responsible for, among other matters: (1) reviewing key employee compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of the Company’s directors, chief executive officer and other executive officers; (3) reviewing and approving employment, severance and change in control agreements and other similar arrangements between the Company and its executive officers; and (4) administering the Company’s stock plans and other
incentive compensation plans. The Compensation Committee may form and delegate authority to subcommittees as appropriate. The Compensation Committee is currently comprised of Mr. Quick (Chair), Mr. Ginsberg and Mr. Lebow. The Compensation Committee met once during 2018.2019. In determining the compensation of named executive officers other than Messrs. Wilson and Prasad, the Compensation Committee receives significant input from Messrs. Wilson and Rosenstein and, previously Mr. Prasad, and leadership in the human resources department. Messrs. Wilson and Rosenstein and, previously Mr. Prasad, have the most involvement in, and knowledge of, the Company’s business goals, strategies and performance, the overall effectiveness of the management team and each person’s individual contribution to the Company’s performance. No person provides input with respect to his or her own compensation. Management also provides the Compensation Committee with information regarding the individual’s experience, current performance, potential for advancement, and other subjective factors. The Compensation Committee retains the discretion to modify the recommendations of management and reviews such recommendations for their reasonableness based on individual and Company performance, as well asinternal pay equity and market information. The Compensation Committee also determined to engage Lyon, Benenson & Company, Inc. as its independent compensation consultant for 20182019 and approved the terms of such engagement. Among other matters, Lyon, Benenson & Company provided recommendations on an appropriate peer group, peer group benchmarking regarding target annual compensation for all named executive officers and independent directors, as well as detailed information on alternatives for the design and implementation of the named executive officer compensation program.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for, among other matters: (1) identifying and recommending candidates for membership on the Board, including nominees recommended by stockholders,stockholders; (2) reviewing and recommending the composition of Board committees,committees; (3) overseeing the Company’s code of business conduct andcompliance with ethics corporate governance guidelines and reporting andpolicies; (4) making recommendations to the Board concerning governance matters.matters; and (5) overseeing the annual Board and committee evaluations. The Nominating and Corporate Governance Committee is currently comprised of Mr. Price (Chair), Mr. Ginsbergmay form and Mr. Quick.delegate authority to subcommittees as appropriate. The Nominating and Corporate Governance Committee did not meet during 2018.2019. After the end of the fiscal year, the Nominating and Corporate Governance Committee recommended to the full Board the nominees named in this Proxy Statement for reelection to the Board.
Risk Oversight. The Board has delegated oversight of Townsquare’soversees the Company’s risk management process toprimarily through the following:
At the Board level:
Review and approval of management’s annual business plan and budget, including projected opportunities and challenges facing the business, and review of management’s strategic and liquidity plans.
Periodic review of business developments, strategic plans and implementation, liquidity, and financial results.
Oversight of capital spending and financings as well as acquisitions and divestitures.
Oversight of succession planning.
Executive sessions consisting solely of the non-management and independent directors.
At the Audit Committee. TheCommittee level:
Oversight of the Company’s significant financial risk exposures (including credit, liquidity, legal, regulatory, and other Board committees also considercontingencies), accounting and address risk as they perform their respective committee responsibilities. All committees reportfinancial reporting, disclosure control and internal control processes, the internal audit function, the legal compliance function and the whistleblower hotline reporting processes in relation to accounting matters.
At the full Board as appropriate, including when a matter rises toCompensation Committee level:
Review and approval regarding executive officer compensation and its alignment with the levelCompany’s business and strategic plans, and the review of a material or enterprise level risk. Townsquare’s management is responsible for day-to-day risk management. This oversight includes identifying, evaluatingcompensation plans generally and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance, and reporting levels. The full Board regularly reviews reports from management on various aspects of our business, including related incentives, risks and strategies for addressing such risks.risk mitigants.
Code of Business Conduct and Code of Ethics. Townsquare has adopted a written Code of Business Conduct and Ethics (“Code of Business Conduct”) which applies to all of its directors, officers and other employees, including its principal executive officer, principal financial officer and controller. In addition, Townsquare has adopted a written Code of Ethics for the Chief Executive Officer and Senior Financial Officers (“Code of Ethics”) which applies to its principal executive officer, principal financial officer, controller and other designated members of the Company’s management. Copies of each code are available on the Company’s corporate website at www.townsquaremedia.comwww.townsquaremedia.com/equity-investors/corporate-governance-documents. The information contained on the Company’s website does not constitute a part of this Proxy Statement. The Company will provide any person, without charge, upon request, a copy of the Company’s Code of Business Conduct orand Code of Ethics. Such requests should be made in writing to the attention of General Counsel at the following address: 240 Greenwich Avenue, Greenwich, Connecticut 06830.One Manhattanville Road, Suite 202, Purchase, New York 10577.
Considerations in Evaluating Director Nominees. The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, the Nominating and Corporate Governance Committee will consider the current size and composition of the Board and the needs of the Board and the respective committees of the Board. Some of the qualifications that the Nominating and Corporate Governance Committee considers include, without limitation, issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. Nominees must also have the ability to offer advice and guidance to the Board and the management of the Company based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of the Nominating and Corporate Governance Committee to perform all Board and committee responsibilities. Members of the Board are expected to prepare for, attend, and participate in all Board and applicable committee meetings.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders. Although the Board does not maintain a specific policy with respect to Board diversity, the Board believes that it should be a diverse body, and the Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the Nominating and Corporate Governance Committee may take into account the benefits of diverse viewpoints. Pursuant to the Stockholders’ Agreement, subject to Oaktree'sOaktree’s ownership thresholds the Company has agreed to include in the slate of nominees recommended by the Board for election at each annual or special meeting of stockholders at which directors are to be elected, that number of individuals designated by Oaktree that, if elected, would result in three Oaktree Directors (as defined therein) serving in a separate class of directors on the Board. Messrs. Quick, Ford and Kaplan are currently those designeesdesignees. See "Certain“Certain Relationships and Related Transactions"Transactions”.
The Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual Board and committee evaluations. After completing its review and evaluation of director candidates, the Nominating and Corporate Governance Committee recommends to the full Board the director nominees for selection.
The Nominating and Corporate Governance Committee will evaluate nominees recommended by the stockholders against the same criteria that it uses to evaluate other potential nominees. TheOther than the recommendation of Mr. Kaplan as an Oaktree Director, the Company did not receive any recommendations for director nominees from stockholders for the Annual Meeting.
Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee is or has been an officer or an employee of the Company. None of the Company’s executive officers currently serves, or in the past year has served, as a member of the Board or Compensation Committee of any entity that has one or more executive officers serving on the Board or Compensation Committee. Mr. Ginsberg is a Managing Director of 25Madison, LLC, with which the Company has entered into a services agreement. See “Certain Relationships and Related Transactions.”
Communications with the Board. Any matter intended for the Board, committee of the Board, or for any individual member or members of the Board, should be directed to the Company’s Secretary at 240 Greenwich Avenue, Greenwich, Connecticut 06830,One Manhattanville Road, Suite 202, Purchase, New York 10577, with a request to forward the communication to the intended recipient or recipients. In general, any stockholder communication delivered to the Company for forwarding to the Board or specified Board member or members will be forwarded in accordance with the stockholder’s instructions. However, the Company reserves the right not to forward to Board members any abusive, threatening or otherwise inappropriate materials.
Executive Officers:
The following sets forth information regarding executive officers of the Company as of the date hereof. Biographical information pertaining to Mr. Price and Mr. Wilson, each of whom is both a director and an executive officer of the Company, can be found in the section entitled “Directors.”
| Name | Age as of the Annual Meeting | Position with the Company | ||
| Steven Price | Executive Chairman of the Board of Directors | |||
| Bill Wilson | Chief Executive Officer and Director | |||
| Stuart Rosenstein | Executive Vice President and Chief Financial Officer | |||
| Erik Hellum | Executive Vice President, Chief Operating Officer, Local Media | |||
| Scott Schatz | Executive Vice President, Finance, Operations and Technology | |||
| Claire Yenicay | Executive Vice President, Investor Relations and Corporate Communications | |||
| Michael Josephs | Executive Vice President, Business Development and Mergers & Acquisitions | |||
| Christopher Kitchen | Executive Vice President and General Counsel | |||
| Robert Worshek | 49 | Senior Vice President, Chief Accounting Officer | ||
Stuart Rosenstein, Executive Vice President and Chief Financial Officer. Mr. Rosenstein co-founded Townsquare in May 2010. Prior to co-founding FiveWire in January 2009, Mr. Rosenstein was previously the owner and managing principal from 2004 to January 2009 of AMG Financial, a private lending firm that extended financing and provided collateralized loans and other services principally to the real estate industry. Prior to founding AMG Financial in 2005, he co-founded LiveWire Ventures in 1998 with Mr. Price and served as the company’s Executive Vice President and Chief Financial Officer. Prior to that, he served as the Executive Vice President and Chief Financial Officer of PriCellular Corporation. Mr. Rosenstein started his career at Ernst & Young and was a senior manager at the firm until leaving to join PriCellular in 1990. Mr. Rosenstein earned his B.S. magna cum laude in Business Administration (Accounting) from the State University of New York at Buffalo. He is a member of the American Institute of Certified Public Accountants (AICPA) and the New York Society of Certified Public Accountants.
Erik Hellum, Executive Vice President, Chief Operating Officer, Local Media. Mr. Hellum joined Townsquare in August 2010 following the acquisition of GAP Radio Broadcasting, where he served as President of GAP West from May 2008 to August 2010. Prior to joining GAP West, Mr. Hellum worked at Bonneville International Communications, where he was Vice President/Market Manager of WIL/WRTH in St. Louis, MO from October 2002 to November 2004 and spent 4 years as Vice President/Market Manager of KTAR AM/FM and KPKX in Phoenix, AZ from November 2004 to April 2008. Previously, Mr. Hellum was Vice President-Sales for AM/FM and oversaw Clear Channel’s early cross-platform sales efforts. He began his career at Katz Radio, where he held positions of increasing responsibility in Boston, Philadelphia, Chicago, Los Angeles, and New York. Mr. Hellum received a B.A. from the University of Wisconsin.
Scott Schatz, Executive Vice President, Finance, Operations and Technology. Mr. Schatz co-founded Townsquare in May 2010. Prior to joining the Company, Mr. Schatz spent nearly a decade advising companies on valuations, mergers and acquisitions, and capital raises. Most recently he worked in Bear Stearns’ Technology, Media & Telecom Investment Banking Group where he was responsible for the execution of mergers and acquisitions and capital raising transactions for clients such as Freescale, NTELOS, Cablevision, Digitas and Valassis Communications. Prior to joining Bear Stearns, Mr. Schatz worked as an associate at Brown Brothers Harriman in its Mergers and Acquisitions Group where he was primarily responsible for advising owners of closely held firms in various industries, including: health care services, medical technology, telecom services, marketing & information services and other outsourced business services. Mr. Schatz began his career as an analyst at J.P. Morgan in its Technology, Media & Telecom Investment Banking Group. Mr. Schatz received a B.S. in Electrical and Computer Engineering from Carnegie Mellon University.
Claire Yenicay, Executive Vice President, Investor Relations and Corporate Communications. Ms. Yenicay joined Townsquare in June 2011. Prior to her current position, she focused on business development and mergers and acquisitions at Townsquare, assisting the Company in completing transactions totaling more than $500 million in aggregate value. Previously, Ms. Yenicay was employed at Oak Hill Capital Partners, a private equity company managing more than $12 billion of capital commitments and co-investments. While at Oak Hill, Ms. Yenicay held the position of Associate in the Business and Financial Services Group, where she advised companies in an array of industries including business process outsourcing, equipment rental and third-party logistics services.
Prior to joining Oak Hill, Ms. Yenicay worked in the investment banking division of Merrill Lynch, focused on mergers and acquisitions and capital raising for telecom, media and entertainment companies. Ms. Yenicay received a B.S. magna cum laude from Georgetown University.
Michael Josephs, Executive Vice President, Business Development and Mergers & Acquisitions. Mr. Josephs joined Townsquare in March 2013 and has led the Company’s efforts in pursuit of non-traditional acquisition opportunities. Previously, Mr. Josephs was a Managing Director at MESA Securities, an investment bank solely focused on the media and entertainment industry. While at MESA, he sourced and led advisory and financing opportunities for early and growth stage clients. Prior to MESA, he spent ten years in the investment banking divisions of Credit Suisse and Merrill Lynch executing mergers and acquisitions, as well as financing transactions for large cap media and entertainment companies. During his tenure as an investment banker he executed transactions for clients such as Cablevision, Liberty Media, McClatchy, The Thomson Corporation, Univision, Viacom, Vivendi, and YP Holdings. He was named to the Multichannel News 2013 Money All Star list. Mr. Josephs received a BBA, with Distinction, from the University of Michigan Business School.
Christopher Kitchen, Executive Vice President and General Counsel. Mr. Kitchen joined Townsquare in August 2015. Previously, Mr. Kitchen was an attorney with the law firm Kirkland & Ellis LLP, where he joined as an associate in 2004 and later served as partner from October 2010, until his departure in August 2015. While at Kirkland, Mr. Kitchen represented public and private companies, including several in the communications industry, in a wide variety of transactions, as well as in securities law, corporate governance and general corporate matters. Mr. Kitchen received a B.S. in biochemistry from the University of Illinois and a J.D. from Columbia University School of Law, where he was a Harlan Fiske Stone Scholar.
Robert Worshek, Senior Vice President, Chief Accounting Officer. Mr. Worshek joined Townsquare in December 2019. From November 2017 to December 2019, Mr. Worshek served in several interim senior accounting and finance roles for private and publicly traded companies. These roles include independent contractor positions at Drew Marine, providing technical accounting services, from July 2019 to December 2019, Triton Advisory Services serving one of their clients in the roles of interim divisional Chief Financial Officer and interim Director of Shared Services from July 2018 to March 2019, and Elite Placement Group serving one of their clients in the role of accounting consultant from November 2017 to March 2018. From May 2014 to June 2017, Mr. Worshek held various positions at Element Solutions, Inc. (formerly Platform Specialty Products Corporation), including Vice President of Accounting and Chief Accounting Officer. From January 2011 to October 2013, Mr. Worshek was the Chief Accounting Officer of SunTrust Banks, Inc. Prior thereto, Mr. Worshek held various positions with increasing responsibilities in the audit and transaction service practices of PricewaterhouseCoopers LLP from November 1997 to December 2010. Mr. Worshek also served as Practice Fellow at the Financial Accounting Standards Board from July 2009 to December 2010. Mr. Worshek has a Bachelor of Science degree in Business Administration from the University of Nebraska at Omaha and an MBA from the Booth School of Business at the University of Chicago.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of the Company’s Class A, Class B and Class C common stock as of April 5, 2019July 1, 2020 for:
each beneficial owner of more than 5% of any class of the Company’s outstanding shares;
each of the Company’s named executive officers;
each of the Company’s directors; and
all of the Company’s executive officers and directors as a group.
Beneficial ownership is determined in accordance with SEC rules. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or dispositive power with respect to such securities. Except as otherwise indicated, all persons listed below have sole voting and dispositive power with respect to the shares beneficially owned by them, subject to applicable community property laws. Securities that may be beneficially acquired within sixty (60) days of April 5, 2019July 1, 2020 are considered beneficially owned by the person holding such securities for the purpose of computing ownership of such person, but are not treated as outstanding for the purpose of computing the ownership of any other person. The percentage of beneficial ownership is based on 14,313,84414,330,220 shares of Class A common stock, 3,011,634 shares of Class B common stock, and 1,636,341 shares of Class C common stock outstanding as of April 5, 2019.
Class A(2) | Class B(2) | Class C(2) | Total(3) | ||||||||||||||||||||||
Name of Beneficial Owner(1) | Number | Percentage | Number | Percentage | Number | Percentage | Number | Percentage | |||||||||||||||||
| 5% Stockholders | |||||||||||||||||||||||||
Certain funds managed by Oaktree (4) | 10,410,204 | 45.0 | % | 2,151,373 | 71.4 | % | — | — | 12,561,577 | 45.2 | % | ||||||||||||||
The Madison Square Garden Company (5) | 3,208,139 | 22.4 | % | — | — | — | — | — | 3,208,139 | 16.9 | % | ||||||||||||||
Funds affiliated with MSD Capital Management(6) | — | — | — | — | 1,636,341 | 100.0 | % | 1,636,341 | 8.6 | % | |||||||||||||||
| Directors and Named Executive Officers | |||||||||||||||||||||||||
B. James Ford (7) | 12,135 | * | — | — | — | — | 12,135 | * | |||||||||||||||||
Gary Ginsberg (8) | 51,991 | * | — | — | — | — | 51,991 | * | |||||||||||||||||
Stephen Kaplan (9) | 22,135 | * | — | — | — | — | 22,135 | * | |||||||||||||||||
David Lebow (10) | 45,787 | * | — | — | — | — | 45,787 | * | |||||||||||||||||
Steven Price (11) | 110,737 | * | 2,403,498 | 50.2 | % | — | — | 2,514,235 | 12.1 | % | |||||||||||||||
David Quick (4) | — | — | — | — | — | — | — | — | |||||||||||||||||
Dhruv Prasad (12) | 7,000 | * | 1,013,255 | 25.5 | % | — | — | 1,020,255 | 5.1 | % | |||||||||||||||
Bill Wilson (13) | 1,218,040 | 8.1 | % | — | — | — | — | 1,218,040 | 6.2 | % | |||||||||||||||
Stuart Rosenstein (14) | 5,500 | * | 1,083,520 | 27.2 | % | — | — | 1,089,020 | 5.5 | % | |||||||||||||||
Erik Hellum (15) | 240,324 | 1.7 | % | — | — | — | — | 240,324 | 1.3 | % | |||||||||||||||
All Directors and Current Executive Officers as a Group (13 persons) (16) | 1,985,253 | 12.8 | % | 3,762,138 | 62.7 | % | — | — | 5,747,391 | 24.8 | % | ||||||||||||||
Class A (2) | Class B (2) | Class C (2) | Total (3) | |||||||||||||
Name of Beneficial Owner (1) | Number | % | Number | % | Number | % | Number | % | ||||||||
| 5% Stockholders | ||||||||||||||||
Certain funds managed by Oaktree (4) | 10,410,204 | 45.0% | 2,151,373 | 71.4% | — | — | 12,561,577 | 45.2% | ||||||||
The Madison Square Garden Company (5) | 3,208,139 | 22.4% | — | — | — | — | 3,208,139 | 16.9% | ||||||||
Funds affiliated with MSD Capital Management (6) | — | — | — | — | 1,636,341 | 1.0% | 1,636,341 | 8.6% | ||||||||
American Century Investment Management, Inc. (7) | 732,280 | 5.1% | — | — | — | — | 732,280 | 3.9% | ||||||||
| Directors and Named Executive Officers | ||||||||||||||||
B. James Ford (8) | 24,697 | * | — | — | — | — | 24,697 | * | ||||||||
Gary Ginsberg (9) | 64,553 | * | — | — | — | — | 64,553 | * | ||||||||
Stephen Kaplan (10) | 34,697 | * | — | — | — | — | 34,697 | * | ||||||||
David Lebow (11) | 58,349 | * | — | — | — | — | 58,349 | * | ||||||||
Steven Price (12) | 110,737 | * | 2,522,094 | 51.4% | — | — | 2,632,831 | 12.6% | ||||||||
David Quick (4) | — | — | — | — | — | — | — | — | ||||||||
Bill Wilson (13) | 1,365,478 | 9.0% | — | — | — | — | 1,365,478 | 6.9% | ||||||||
Stuart Rosenstein (14) | 5,500 | * | 1,179,037 | 28.9% | — | — | 1,184,537 | 5.9% | ||||||||
Erik Hellum (15) | 275,903 | 1.9% | — | — | — | — | 275,903 | 1.4% | ||||||||
Dhruv Prasad (16) | — | — | 1,013,254 | 25.5% | — | — | 1,013,254 | 5.1% | ||||||||
All Directors and Current Executive Officers as a Group (14 persons) (17) | 2,301,536 | 14.5% | 4,011,830 | 64.2% | — | — | 6,313,366 | 26.6% | ||||||||
| * Represents less than 1% | ||||||||||||||||
(2) Holders of Class C common stock are not entitled to vote on matters to be voted upon by stockholders generally, whereas each share of Class A common stock entitles its holder to one vote and each share of Class B common stock entitles its holder to 10 votes. Holders of Class B common stock and Class C common stock are each entitled to a separate class vote on any amendment of any specific rights of the holders of Class B common stock or Class C common stock, respectively, that does not similarly affect the rights of the holders of Class A common stock. In connection with the transfer of shares of Class B common stock, unless the transferee is an affiliate or related party of Oaktree or FiveWire, such transferred shares automatically convert into an equal number of shares of Class A common stock. In connection with the transfer of shares of Class C common stock, unless prior to such transfer, the transferor or transferee sends a notice to the Company requesting that the shares of
Class C common stock remain shares of Class C common stock following such transfer, such transferred shares will automatically convert into an equal number of shares of Class A common stock. Each holder of Class B common stock or Class C common stock is entitled to convert at any time all or any part of such holder’s shares of Class B common stock or Class C common stock, as applicable, into an equal number of shares of Class A common stock. However, to the extent that such conversion or transfer would result in the holder or transferee holding more than 4.99% of the Class A common stock following such conversion or transfer, the holder or transferee shall first deliver to the Company an ownership certification for the purpose of enabling the Company (i) to determine that such holder does not have an attributable interest in another entity that would cause the Company to violate applicable FCC rules and regulations and (ii) to seek any necessary approvals from the FCC or the United States Department of Justice. The Company, however, is not required to convert any share of Class B common stock or Class C common stock if the Company in good faith determines that such conversion would result in a violation of the Communications Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the rules and regulations promulgated under either such Act.
(3) Aggregate beneficial ownership of shares of Class A common stock, Class B common stock and Class C common stock. Does not represent voting power.
(4)Includes 1,513,122 shares of Class B common stock and warrants to purchase 6,199,826 shares of Class A common stock, which are immediately exercisable for a de minimis exercise price per share, directly beneficially owned by OCM POF IV AIF GAP Holdings, L.P. (“GAP Holdings”), 638,251 shares of Class B common stock and warrants to purchase 2,615,154 shares of Class A common stock directly beneficially owned by OCM PF/FF Radio Holdings PT, L.P. (“Radio Holdings”), 230,297 shares of Class A common stock directly beneficially owned by Oaktree FF Investment Fund, L.P. (“FFIF”), 113,265 shares of Class A common stock directly beneficially owned by Second Street Holdings 1, L.P. (“SSH1”), 154,015 shares of Class A common stock directly beneficially owned by Second Street Holdings 2, L.P. (“SSH2”), 449,210 shares of Class A common stock directly beneficially owned by Second Street Holdings 3, L.P. (“SSH3”), 85,478 shares of Class A common stock directly beneficially owned by Second Street Holdings 4, L.P. (“SSH4”), 106,955 shares of Class A common stock directly beneficially owned by Second Street Holdings 5, L.P. (“SSH5”), 263,791 shares of Class A common stock directly beneficially owned by Second Street Holdings 6, L.P. (“SSH6”), 104,940 shares of Class A common stock directly beneficially owned by Second Street Holdings 7, L.P. (“SSH7”) and 87,273 shares of Class A common stock directly beneficially owned by Second Street Holdings 8, L.P. (“SSH8” and together with SSH1, SSH2, SSH3, SSH4, SSH5, SSH6 and SSH7, the “SSH Entities”). Oaktree Capital Group Holdings GP, LLC (“OCGH”) is the general partner of Oaktree Capital Group Holdings, L.P. (“Capital Group LP”). Capital Group LP is a managing member of Atlas OCM Holdings, LLC. Atlas OCM Holdings, LLC is the sole managing member of Oaktree AIF Investment GP LLC. Oaktree AIF Investment GP LLC is the general partner of Oaktree AIF Investments, L.P. (“AIF Investments”). Oaktree Capital Management GP LLC is the general partner of Oaktree Capital Management, L.P. (“OCMLP”). AIF Investments is the general partner of Oaktree Fund GP III, L.P. (“Oaktree GP III”). Oaktree GP III is the managing member of Oaktree Fund GP AIF, LLC (“Fund GP AIF LLC”). Fund GP AIF LLC is the general partner of Oaktree Fund AIF Series, L.P.-Series B (“Series B”), Oaktree Fund AIF Series, L.P.-Series I (“Series I”) and Oaktree Fund AIF Series, L.P.-Series D (“Series D”). Series B is the general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. (“Principal Opportunities”). Principal Opportunities is the sole member of OCM/GAP Holdings IV, LLC (“OCM/GAP”). OCM/GAP is the general partner of GAP Holdings. Series I and Series D are general partners of Radio Holdings. OCMLP is the sole member of PF5 GP, LLC (“PF5 GP”) and the director of Oaktree FF Investment Fund GP Ltd. (“FFIF GP Ltd”). PF5 GP is the general partner of the SSH Entities. FFIF GP Ltd is the general partner of Oaktree FF Investment Fund GP, L.P. (“FFIF GP LP”). FFIF GP LP is the general partner of FFIF. OCGH is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone (each, an “OCGH Member” and, collectively, the “OCGH Members”). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the securities directly beneficially owned by GAP Holdings, Radio Holdings, FFIF and the SSH Entities. These securities also may be deemed beneficially owned by Mr. Quick by virtue of being an officer of OCMLP, which manages the investments of Principal Opportunities and FFIF. Except to the extent of their respective pecuniary interest, each OCGH Member and each of the general partners, managers, officers and members described above disclaims beneficial ownership of these securities. The address for all of the entities and individuals identified above is c/o Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, California 90071.
(5)These shares are directly held by Madison Square Garden Investments, LLC. Madison Square Garden Investments, LLC is a direct wholly-owned subsidiary of MSG Ventures Holdings, LLC. MSG Ventures Holdings, LLC is a direct wholly-owned subsidiary of MSG Entertainment Holdings, LLC. MSG Entertainment Holdings, LLC is a direct wholly-owned subsidiary of MSG Sports & Entertainment, LLC. MSG Sports & Entertainment, LLC is a direct wholly-owned subsidiary of The Madison Square Garden Company. The address for each of these entities is Two Pennsylvania Plaza, New York, New York 10121.
(6) Includes 189,493 shares of Class C common stock directly beneficially owned by SOF Investments, L.P. (“SOF Investments”) and 1,446,848 shares of Class C common stock directly beneficially owned by SOF Investments, L.P. - Private V (“SOF Private V”). MSD Capital, L.P. (“MSD Capital”) is the general partner of, and may be deemed to have or share voting and dispositive power over, and/or beneficially own, the securities beneficially owned by, SOF Investments and SOF Private V. MSD Capital Management LLC (“MSD Capital Management”) is the general partner of, and may be deemed to have or share voting and dispositive power over, and/or beneficially own securities beneficially owned by, MSD Capital. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital Management. Each of John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to have or share voting and/or dispositive power over, and/or beneficially own securities beneficially owned by, MSD Capital Management. Each of Messrs. Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. The address for all of the entities and individuals identified above is c/o MSD Capital, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10012.
(7)This information is based solely on the Schedule 13G (the “American Century Schedule 13G”) filed by American Century Investment Management, Inc. (“ACIM”), American Century Companies, Inc. (“ACC”) and Stowers Institute for Medical Research (“SIMR” and, together with ACIM and ACC, the “American Century Reporting Persons”) with the SEC on February 11, 2020, reporting the beneficial ownership of shares of our Class A common stock as of December 31, 2019. The American Century Schedule 13G indicates that ACIM, ACC and SIMR |
each have sole voting power over 688,411 shares of our Class A common stock and sole dispositive power over 732,280 shares of our Class A common stock. The address of each of the American Century Reporting Persons is 4500 Main Street, 9th Floor, Kansas City, Missouri 64111.
(8)Includes 12,562 shares of restricted Class A common stock, which remain subject to vesting restrictions.
(9) Includes 36,057 shares of Class A common stock that can be acquired upon the exercise of options. Includes 12,562 shares of restricted Class A common stock, which remain subject to vesting restrictions.
(10)Includes 12,562 shares of restricted Class A common stock, which remain subject to vesting restrictions.
(11)Includes 31,853 shares of Class A common stock that can be acquired upon the exercise of options. Includes 12,562 shares of restricted Class A common stock, which remain subject to vesting restrictions.
(12) Includes 50,000 shares of Class A common stock and 440,239 shares of Class B common stock held by The Price 1998 Descendant's Trust. Mr. Price, as a trustee of the foregoing trust, may be deemed to have beneficial ownership of the shares of Class A common stock and Class B common stock held by the trust. Mr. Price disclaims beneficial ownership of the foregoing shares except to the extent of his pecuniary interest therein. Also includes 1,890,822 shares of Class B common stock that can be acquired upon the exercise of options. Pursuant to the Stockholders’ Agreement, Mr. Price, Mr. Rosenstein, and Mr. Schatz have granted an irrevocable proxy to Oaktree to vote their shares of Class B common stock, subject to certain ownership thresholds of Oaktree.
(13)Includes 874,246 shares of Class A common stock that can be acquired upon the exercise of options. Includes 200,000 shares of restricted Class A common stock that remain subject to vesting.
(14) Includes 1,061,824 shares of Class B common stock that can be acquired upon the exercise of options. Pursuant to the Stockholders’ Agreement, Mr. Price, Mr. Rosenstein, and Mr. Schatz have granted an irrevocable proxy to Oaktree to vote their shares of Class B common stock, subject to certain ownership thresholds of Oaktree.
(15)Includes 252,887 shares of Class A common stock that can be acquired upon the exercise of options.
(16)Mr. Prasad is included solely due to his status as a named executive officer. Includes 968,290 shares of Class B common stock that can be acquired upon the exercise of options. Pursuant to the Stockholders’ Agreement, FiveWire, Mr. Prasad, Mr. Price, Mr. Rosenstein, and Mr. Schatz have granted an irrevocable proxy to Oaktree to vote their shares of Class B common stock, subject to certain ownership thresholds of Oaktree.
(17)Includes 1,544,785 shares of Class A common stock and 3,241,499 shares of Class B common stock that can be acquired upon the exercise of options. Does not include shares held by Dhruv Prasad, who resigned from the Company effective January 31, 2019.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Review and Approval of Transactions with Related Persons:
The Board has adopted a written policy for approval of transactions by the Audit Committee where the amount involved in the transaction exceeds or is expected to exceed $120,000 in a single calendar year between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners or an immediate family member of any of the foregoing, and the party to the transaction has or will have a direct or indirect material interest in such transactions.
Second Amended and Restated Registration Agreement:
In connection with the Company'sCompany’s initial public offering of shares of Class A common stock in July 2014 (the “IPO”), the Company entered into the Second Amended and Restated Registration Agreement with certain funds managed by Oaktree and certain other of the Company’s equity holders. Under the agreement, Oaktree has the ability to cause Townsquare to register shares of Class A common stock held by Oaktree. In addition, Oaktree and certain other equity holders have the right to participate in certain registrations by Townsquare of its equity securities.
Stockholders’ Agreement:
In connection with the IPO, Townsquare entered into a Stockholders’ Agreement with Oaktree, FiveWire and certain current and former executive officers, including Steven Price, Stuart Rosenstein, Alex Berkett, Dhruv Prasad and Scott Schatz (the “FiveWire Holders”). Under this agreement, certain funds managed by Oaktree will have the right to designate three director designees to the Board so long as Oaktree beneficially owns at least 33.3% of the number of shares of common stock it held immediately following the IPO. Each of the directors designated by Oaktree has two votes on each matter until Oaktree ceases to beneficially own at least 70% of the number of shares of common stock it held immediately following the IPO.
In addition, for so long as Oaktree beneficially owns at least one-third of the number of shares of common stock it held immediately following the IPO, each FiveWire Holder will take all necessary actions to cause the election of such Oaktree director designees.
Furthermore, pursuant to the Stockholders’ Agreement, each FiveWire Holder has granted to Oaktree an irrevocable proxy to vote their shares of Class B common stock, which shall remain in effect for so long as Oaktree beneficially owns at least 50% of the number of shares of common stock it held immediately following the IPO. Such proxy is assignable by Oaktree to any single transferee, or group of affiliated transferees, of all of the shares of common stock beneficially owned by Oaktree immediately following the IPO.
25Madison Services Agreement:Agreement:
In January 2019, the Company entered into a services agreement (the “25Madison Agreement”) to provide various support services to 25Madison, LLC, an investment fund in which Steven Price and Gary Ginsberg are two of several managing partners.
Under the 25Madison Agreement, the Company provides human resources, accounting and information technology support, as well as business development and engineering consulting and advisory services. The services are subject to reasonable limitations as determined by the Company and not to interfere with employees’ performance of their regular duties. In exchange, 25Madison pays the Company a fee of $15,000 per month, subject to adjustment as mutually agreed between the parties.
During the twelve months ended December 31, 2019, the Company received payments in the aggregate of approximately $0.2 million related to services provided under the terms of the 25Madison Agreement.
The 25Madison Agreement contains customary mutual confidentiality provisions, as well as an employee non-solicitation provision restricting 25Madison from soliciting Company employees for the term of the agreement plus 12 months thereafter. It also provides that 25Madison will offer the Company certain investment opportunities that 25Madison pursues in areas in which the Company has businesses.
The 25Madison Agreement has a one-year term, subject to automatic renewal for one-year periods unless either party provides notice of its intention not to renew at least 30 days prior to the end of the current term. The 25Madison Agreement can also be terminated for any reason by either party upon five days’ written notice.
Outstanding Warrants:
The Company has issued warrants exercisable for shares of Class A common stock to certain of its investors, including funds advised by Oaktree. The warrant holders are entitled to substantially identical economic rights, including dividends if any, as if they held the underlying shares of Class A common stock and are also entitled to antidilution rights in certain events, including but not limited to stock dividends, splits or combinations. Each warrant entitles the holder to one share of Class A common stock for an exercise price of $0.0001 per share and are exercisable at the holder’s option at any time upon delivery, prior to the expiration date, of the warrant accompanied by payment of the exercise price for the number of shares with respect to which the warrant is being exercised. As of April 5, 2019,July 1, 2020, the Company has warrants to purchase approximately 9 million in warrants to purchase shares of Class A common stock outstanding, 8,814,980 of which are held by Oaktree.
Indemnification of Directors and Officers:
The Company has entered into indemnification agreements with each of its current and former directors and executive officers. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Company also intends to enter into indemnification agreements with future directors and executive officers.
Board Observer Rights:
In connection with the purchase by The Madison Square Garden Company (“MSG”) of the shares of common stock previously held by GE Capital, the Company granted MSG the right to have one observer attend meetings of the Board and its committees, for so long as MSG and its affiliates collectively own at least 75% of the number of shares of common stock of the Company that MSG and its affiliates held as of the date of MSG’s purchase. The Company also agreed to indemnify MSG’s Board observer to the same extent and in the same manner as the Company indemnifies its non-employee members of the Board.
EXECUTIVE AND DIRECTOR COMPENSATION
The following discussion and tabular disclosure describesdescribe the material elements of compensation for all individuals serving as the Company’s principal executive officersofficer or acting in a similar capacity and the next two most highly compensated executive officers as of December 31, 20182019 (collectively, the “NEOs”). The NEOs for 2018 were Dhruv Prasad,2019 are Bill Wilson, Stuart Rosenstein, Erik Hellum, and Erik Hellum.
Dhruv Prasad.
Summary Compensation Table for 20182019 and 20172018:
The following table sets forth information concerning the total compensation received by, or earned by, each of the NEOs during the past two fiscal years.
| Name and principal position | Year | Salary | Bonus(1) | Stock Awards | Option Awards | All Other Compensation(2) | Total | Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards (2) | All Other Compensation(3) | Total | ||||||||||||||||||||||||||||||||||||||||
Dhruv Prasad, Former Co-Chief Executive Officer(3) | 2018 | $ | 750,000 | $ | 400,000 | $ | — | $ | 1,039,500 | (4 | ) | $ | 46,262 | $ | 2,235,762 | |||||||||||||||||||||||||||||||||||||||
| 2017 | $ | 623,702 | $ | 300,000 | $ | — | $ | — | $ | 28,042 | $ | 951,744 | ||||||||||||||||||||||||||||||||||||||||||
Bill Wilson, Chief Executive Officer(3) | 2018 | $ | 966,667 | $ | 500,000 | $ | 2,524,000 | (4 | ) | $ | 1,134,000 | (4 | ) | $ | 54,768 | $ | 5,179,435 | |||||||||||||||||||||||||||||||||||||
Bill Wilson, Chief Executive Officer | 2019 | $ | 1,000,000 | $ | 600,000 | — | — | $ | 61,537 | $ | 1,661,537 | |||||||||||||||||||||||||||||||||||||||||||
| 2017 | $ | 858,147 | $ | 500,000 | $ | — | $ | — | $ | 33,814 | $ | 1,391,961 | 2018 | $ | 966,667 | $ | 500,000 | $ | 2,524,000 | $ | 1,134,000 | $ | 54,768 | $ | 5,179,435 | |||||||||||||||||||||||||||||
Stuart Rosenstein, Executive Vice President and Chief Financial Officer | 2018 | $ | 750,000 | $ | 450,000 | $ | — | $ | 174,500 | (4 | ) | $ | 135,940 | $ | 1,510,440 | 2019 | $ | 750,000 | $ | 550,000 | — | — | $ | 123,274 | $ | 1,423,274 | ||||||||||||||||||||||||||||
| 2017 | $ | 710,557 | $ | 450,000 | $ | — | $ | — | $ | 123,379 | $ | 1,283,936 | 2018 | $ | 750,000 | $ | 450,000 | — | $ | 174,500 | $ | 135,940 | $ | 1,510,440 | ||||||||||||||||||||||||||||||
Erik Hellum, Executive Vice President, Chief Operating Officer - Local Media | 2018 | $ | 625,000 | $ | 475,000 | $ | — | $ | 80,000 | (4 | ) | $ | 22,592 | $ | 1,202,592 | 2019 | $ | 625,000 | $ | 680,000 | — | — | $ | 25,535 | $ | 1,330,535 | ||||||||||||||||||||||||||||
| 2017 | $ | 520,833 | $ | 175,000 | $ | — | $ | 289,000 | $ | 21,696 | $ | 1,006,529 | 2018 | $ | 625,000 | $ | 475,000 | — | $ | 80,000 | $ | 22,592 | $ | 1,202,592 | ||||||||||||||||||||||||||||||
Dhruv Prasad, Former Co-Chief Executive Officer (4) | 2019 | $ | 71,979 | — | — | $ | 75,787 | (5) | $ | 1,430,445 | $ | 1,578,211 | ||||||||||||||||||||||||||||||||||||||||||
| 2018 | $ | 750,000 | $ | 400,000 | — | $ | 1,039,500 | $ | 46,262 | $ | 2,235,762 | |||||||||||||||||||||||||||||||||||||||||||
(1)The bonuses paid to each of the NEOs are discretionary cash bonuses granted by the BoardCompensation Committee based upon an annual review of their performance for the year.
(2) These amounts reflect the grant date fair value of stock options and restricted stock granted during 2018. The grant date fair value of stock options granted in 2018 was determined in accordance with ASC 718 using the Black-Scholes option pricing model and valuation assumptions specified in Note 9 - Stockholders’ Equity of our financial statements included in the Company’s Annual Report. Each of the NEOs exchanged eligible stock options pursuant to the stock option exchange completed by the Company in 2018, however because the option exchange resulted in the issuance of a lesser number of options with approximately identical fair value as the options tendered for exchange, no incremental fair value was received by the NEOs as a result thereof. See the discussion of the Company’s stock option exchange on page 23. The grant date fair value of the restricted stock granted in 2018 was determined by the closing stock price of the Company’s common stock as of the day prior to the grant date.
(3) | The narrative and chart below under “All Other Compensation” sets forth information regarding all other types of compensation provided to each of the NEOs for the fiscal years ended December 31, |
(4) |
(5) |
Narrative Disclosure to Summary Compensation Table:
Bonus:
Stock and Option Awards:
No equity was awarded to our NEOs in 2019. The option grants madeoptions to purchase Class A common stock granted to our NEOs in May 2018 vest 25% on each of the first four anniversaries of the grant date, and the option grants madeoptions to purchase Class A common stock granted to our NEOs in November 2018 vest 50% on each of the third and fourth anniversaries of the grant date. Mr. Wilson’sThe restricted stock grantaward granted to Mr. Wilson in 2018 vests 25% on each of the first four anniversaries of the grant date.
Option Exchange:
In June, 2018, a special committee of the Board and the holders of a majority of the voting power of the Company’s issued and outstanding shares of common stock approved a one-time stock option exchange program (the “Option Exchange”).
program. On July 18, 2018, the Company commenced an offer to eligible executive officers, employees and directors to exchange certain outstanding eligible options to purchase shares of our common stock for new options covering a lesser number of shares of our common stock exercisable at a lower price (the “Option Exchange”).
On August 17, 2018, the Option Exchange was consummated, and pursuant thereto eligible option holders tendered, and Townsquare accepted for cancellation, options to purchase approximately 7.5 million shares of Townsquare common stock and granted to eligible tendering option holders replacement options to purchase approximately 2.8 million shares of Class A common stock and approximately 3.8 million shares of Class B common stock in exchange for the cancellation of the tendered eligible options. The exercise price per share of the replacement options granted in the exchange offer was $8.74, the closing price of Townsquare’s Class A common stock as reported on the New York Stock ExchangeNYSE on August 16, 2018 plus $0.50. The Option Exchange resulted in the grant of replacement options with a fair value, for accounting purposes, approximately equal to the fair value of the eligible options that were tendered for cancellation. Replacement options granted as part of the Option Exchange retained their original vesting schedule. Since none of the NEOs received any incremental fair value in connection with the Option Exchange, no amounts are included in the Summary Compensation Table for the Option Exchange.
All Other Compensation:
The following table details the amounts reflected under “All Other Compensation” in the Summary Compensation Table.
| Name | Year | Automobile Allowance | Tax Gross-Up Payments (1) | 401(k) Matching Contributions | Healthcare and Other Benefits (2) | Severance Payments (3) | Total | ||||||||||||||||||
| Bill Wilson | 2019 | $ | 18,000 | — | $ | 2,800 | $ | 40,737 | — | $ | 61,537 | ||||||||||||||
| 2018 | $ | 18,000 | — | $ | 2,750 | $ | 34,018 | — | $ | 54,768 | |||||||||||||||
| Stuart Rosenstein | 2019 | $ | 18,000 | $ | 11,683 | $ | 2,800 | $ | 90,791 | — | $ | 123,274 | |||||||||||||
| 2018 | $ | 18,000 | $ | 15,500 | $ | 890 | $ | 101,550 | — | $ | 135,940 | ||||||||||||||
| Erik Hellum | 2019 | $ | 9,456 | — | $ | 2,800 | $ | 13,279 | — | $ | 25,535 | ||||||||||||||
| 2018 | $ | 9,456 | — | $ | 2,750 | $ | 10,386 | — | $ | 22,592 | |||||||||||||||
| Dhruv Prasad | 2019 | $ | 1,500 | — | — | $ | 19,507 | $ | 1,409,438 | $ | 1,430,445 | ||||||||||||||
| 2018 | $ | 18,000 | — | $ | 832 | $ | 27,430 | — | $ | 46,262 | |||||||||||||||
(1) Reflects tax gross-up payments to Mr. Rosenstein in 2018 and 2019 to offset a tax liability arising from the automobile allowance received from the Company.
(2) The healthcare and other benefits column represents the cost of insurance premiums for the health insurance of each of the NEOs. For Mr. Rosenstein, it also includes $28,657 and $22,593 paid in respect of association dues for 2018 and 2019, respectively.
(3) In connection with his departure, Mr. Prasad received (i) $38,438, representing his pro rata bonus for January 2019, (ii) $1,325,000 in cash severance, and (iii) $46,000, consisting of reimbursement of the payment of his COBRA premiums through 18 months following the Separation Date.
401(k) Plan:
The Company maintains for the benefit of its United States employees a 401(k) Retirement and Savings Plan, which is a defined contribution plan qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). Townsquare’s employees are eligible for participation in the plan after completing three months of service with the Company once they have attained age 21. Employees may make pre-tax contributions of up to the lesser of 60% of such employee’s compensation or the maximum amount permitted under the Code. Distributions are generally payable in a lump sum after termination of employment, retirement, death, disability, plan termination, attainment of age 70.5, disposition of substantially all of the Company’s assets or upon financial hardship. The plan also provides for loans to participants. No loans to executive officers exist as of the date of this filing.
| Name | Year | Commuting(1) | Tax Gross-Up Payments(2) | Healthcare and Other Benefits(3) | Total | |||||||||||||
| Dhruv Prasad | 2018 | $ | 18,000 | $ | — | $ | 28,262 | $ | 46,262 | |||||||||
| 2017 | $ | — | $ | — | $ | 28,042 | $ | 28,042 | ||||||||||
| Bill Wilson | 2018 | $ | 18,000 | $ | — | $ | 36,768 | $ | 54,768 | |||||||||
| 2017 | $ | — | $ | — | $ | 33,814 | $ | 33,814 | ||||||||||
| Stuart Rosenstein | 2018 | $ | 18,000 | $ | 15,500 | $ | 102,440 | $ | 135,940 | |||||||||
| 2017 | $ | 18,000 | $ | 10,000 | $ | 95,379 | $ | 123,379 | ||||||||||
| Erik Hellum | 2018 | $ | 9,456 | $ | — | $ | 13,136 | $ | 22,592 | |||||||||
| 2017 | $ | 9,456 | $ | — | $ | 12,240 | $ | 21,696 | ||||||||||
Employment Agreements:
See “Executive Compensation-Agreements“- Potential Payments Upon Termination of Change in Control - Agreements with Named Executive Officers” below for a description of our agreements with the NEOs.
Outstanding Equity Awards at December 31, 20182019:
The following table sets forth certain information with respect to outstanding equity awards of the NEOs as of December 31, 2018.2019.
| Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | ||||||||||||||||||||
Dhruv Prasad (1) | 5/31/2018 | — | 550,000 | $6.31 | (4) | 5/31/2028 | — | — | ||||||||||||||||||||||||||
| 1/26/2016 | — | 94,876 | $8.74 | (2) (7) | 1/26/2021 | — | — | |||||||||||||||||||||||||||
| 8/19/2015 | 87,950 | — | $8.74 | (3) (6) | 8/19/2025 | — | — | |||||||||||||||||||||||||||
| 7/25/2014 | 391,420 | — | $8.74 | (3) (6) | 7/25/2024 | — | — | |||||||||||||||||||||||||||
| Bill Wilson | 5/31/2018 | — | 600,000 | $6.31 | (4) | 5/31/2028 | 400,000 | 1,632,000 | (5) | 5/31/2018 | 150,000 | 450,000 | $6.31 | (4) | 5/31/2028 | 300,000 | $ | 2,991,000 | (5) | |||||||||||||||
| 1/26/2016 | — | 94,876 | $8.74 | (2) (7) | 1/26/2021 | — | — | 1/26/2016 | 47,438 | 47,438 | $8.74 | (2) (6) | 1/26/2021 | — | — | |||||||||||||||||||
| 8/19/2015 | 87,950 | — | $8.74 | (3) (6) | 8/19/2025 | — | — | 8/19/2015 | 87,950 | — | $8.74 | (3)(7) | 8/19/2025 | — | — | |||||||||||||||||||
| 7/25/2014 | 391,420 | — | $8.74 | (3) (6) | 7/25/2024 | — | — | 7/25/2014 | 391,420 | — | $8.74 | (3)(7) | 7/25/2024 | — | — | |||||||||||||||||||
| Stuart Rosenstein | 11/8/2018 | — | 50,000 | $6.25 | (7) | 11/8/2028 | — | — | 11/8/2018 | — | 50,000 | $6.25 | (6) | 11/8/2028 | — | — | ||||||||||||||||||
| 5/31/2018 | — | 50,000 | $6.31 | (4) | 5/31/2028 | 5/31/2018 | 12,500 | 37,500 | $6.31 | (4) | 5/31/2028 | — | — | |||||||||||||||||||||
| 1/26/2016 | — | 166,034 | $8.74 | (2) (7) | 1/26/2021 | 1/26/2016 | 83,017 | 83,017 | $8.74 | (2) (6) | 1/26/2021 | — | — | |||||||||||||||||||||
| 8/19/2015 | 87,950 | — | $8.74 | (3) (6) | 8/19/2025 | — | — | 8/19/2015 | 87,950 | — | $8.74 | (3) (7) | 8/19/2025 | — | — | |||||||||||||||||||
| 7/25/2014 | 782,840 | — | $8.74 | (3) (6) | 7/25/2024 | — | — | 7/25/2014 | 782,840 | — | $8.74 | (3) (7) | 7/25/2024 | — | — | |||||||||||||||||||
| Erik Hellum | 11/8/2018 | — | 50,000 | $6.25 | (7) | 11/8/2028 | — | — | 11/8/2018 | — | 50,000 | $6.25 | (6) | 11/8/2028 | — | — | ||||||||||||||||||
| 12/21/2017 | — | 100,000 | $8.24 | (7) | 12/21/2027 | — | — | 12/21/2017 | — | 100,000 | $8.24 | (6) | 12/21/2027 | — | — | |||||||||||||||||||
| 1/26/2016 | — | 71,157 | $8.74 | (2) (7) | 1/26/2021 | 1/26/2016 | 35,578 | 35,579 | $8.74 | (2) (6) | 1/26/2021 | — | — | |||||||||||||||||||||
| 7/25/2014 | 181,730 | — | $8.74 | (3) (6) | 7/25/2024 | — | — | 7/25/2014 | 181,730 | — | $8.74 | (3) (7) | 7/25/2024 | — | — | |||||||||||||||||||
Dhruv Prasad (1) | 5/31/2018 | 412,500 | — | $6.31 | (4) | 5/31/2028 | — | — | ||||||||||||||||||||||||||
| 1/26/2016 | 83,017 | — | $8.74 | (2) (6) | 1/26/2021 | — | — | |||||||||||||||||||||||||||
| 8/19/2015 | 81,354 | — | $8.74 | (3) (7) | 8/19/2025 | — | — | |||||||||||||||||||||||||||
| 7/25/2014 | 391,420 | — | $8.74 | (3) (7) | 7/25/2024 | — | — | |||||||||||||||||||||||||||
