Leonard Tow
AMC NetworksAbout Leonard Tow
Leonard Tow (age 96) is an independent Class A director of AMC Networks (AMCX) serving since June 2011. He is CEO of New Century Holdings LLC and formerly chaired and led Citizens Communications Company (1990–2004); he previously served as a director of Cablevision. Tow holds multiple nonprofit board roles (Tow Foundation Chairman; trustee at Brooklyn College Foundation, Columbia Mailman School of Public Health, WNET.ORG; board member at Lincoln Center Theater) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Communications Company | Chairman & CEO | 1990–Sep 2004 | Led telecom operations |
| Cablevision Systems Corporation | Director | Until sale in Jun 2016 | Cable TV industry oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Century Holdings LLC | Chief Executive Officer | Jan 2005–present | Outdoor advertising operations leadership |
| Tow Foundation | Chairman | N/A | Philanthropy governance |
| Brooklyn College Foundation | Trustee | N/A | Academic foundation oversight |
| Columbia University Mailman School of Public Health | Trustee | N/A | Public health governance |
| WNET.ORG | Trustee | N/A | Public media governance |
| Lincoln Center Theater | Board Member | N/A | Arts institution governance |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee Member .
- Audit Committee meetings in 2024: 4; Compensation Committee meetings in 2024: 9 .
- Audit Committee financial expertise: Tow designated as an “audit committee financial expert” by the Board .
- Independence: Board determined Tow is “independent” under NASDAQ and SEC rules; AMCX is a controlled company but maintains independent Audit and Compensation Committees .
- Attendance: Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings; all 13 directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least twice annually, facilitated by independent Class A committee chairs .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $193,000 | Base retainer, committee retainers, chair fee, meeting fees |
| Annual Equity Retainer (RSUs) ($) | $127,868 | RSUs vest on grant; settle 90 days after service ends |
| Total ($) | $320,868 | — |
- Director compensation program: Annual retainer $70,000; Annual equity retainer $135,000 in RSUs (vest on grant; deferred settlement); Committee retainer $25,000; Committee chair fee $35,000 for Audit or Compensation; Meeting fees $2,000 per meeting; Non‑Executive Chairman fee $200,000 (role-specific, not applicable to Tow) .
Performance Compensation
| Performance Metric | Weight/Target | Outcome |
|---|---|---|
| None disclosed for non‑employee directors | N/A | N/A |
- AMCX does not disclose performance-based metrics for director pay; equity retainer is time-based RSUs with deferred settlement .
Other Directorships & Interlocks
- Current public company boards for Tow: None disclosed. Prior public company directorships include Cablevision; leadership at Citizens Communications Company .
- Network interlocks: The AMCX board includes multiple overlapping directors with MSG Sports, Sphere Entertainment, and MSG Entertainment; Tow is not listed among those overlapping directors in 2025 disclosures .
- Compensation Committee interlocks: Tow and Vincent Tese served; neither is a current or former AMCX officer or employee .
Expertise & Qualifications
- Industry: Founder/CEO experience in cable and telecom; private company CEO (outdoor advertising) .
- Financial expertise: Board-designated audit committee financial expert .
- Governance: Long-tenured independent director with prior large-cap governance experience .
Equity Ownership
| Holding Type | Quantity | Percent of Class | Notes |
|---|---|---|---|
| Class A Common Stock (beneficial ownership) | 58,231 shares | <1% (“*”) | As of Mar 12, 2025 |
| Class B Common Stock | — | — | None |
| Vested RSUs (deferred settlement) | 50,284 units | — | Settles 90 days post‑service under 2011 plan |
| Options | — | — | Company historically does not grant options |
- Hedging/pledging: AMCX prohibits hedging and pledging of company stock and requires pre-approval of trading by directors .
- Ownership guidelines: No explicit director stock ownership guidelines disclosed.
Governance Assessment
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Strengths:
- Independent status; serves as Compensation Chair and Audit member; designated financial expert, supporting board oversight of pay and financial reporting .
- Equity retainer vests on grant but settles only after board service ends, promoting long-term alignment; hedging/pledging prohibited .
- Compensation Committee independence affirmed; no insider participation .
-
Risks/RED FLAGS:
- 2024 Class A vote withheld on Tow exceeded votes cast in favor; Board attributes opposition to controlled company governance structure rather than Tow’s performance, but this remains an investor sentiment signal to monitor .
- Controlled company status and extensive inter-company relationships (MSG entities) increase structural conflict risks; mitigated by independent committees and a special approval policy for related‑party transactions .
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Related-party oversight:
- Independent committee review required for related‑party transactions >$120,000; special approval policy for MSG/Sphere/MSG Entertainment transactions >$1 million; Audit Committee receives quarterly updates .
- Tow’s committees (Audit/Compensation) served as the Independent Committee during FY2024, reinforcing oversight of conflicts .
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Shareholder feedback signals:
- Say‑on‑pay approval was 91% in 2024, indicating broad support for executive pay design under the Compensation Committee’s oversight .