Charles C. Townsend
GogoAbout Charles C. Townsend
Independent Class I director since 2010 (age 76). Managing General Partner of Bluewater Wireless II, L.P. and Whitewater Wireless II, L.P.; founder and former Managing General Partner of Aloha Partners LP (2001–2008); President of Pac 3, LLC since 2004; director of CTIA, the wireless industry trade association, since 2017. Core credentials: financial and strategic planning, deep telecommunications expertise, and extensive knowledge of wireless spectrum valuations and uses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aloha Partners LP | Founder; Managing General Partner | 2001–2008 | Built portfolio and executed on spectrum investments in wireless markets |
| Pac 3, LLC | President | Jan 2004–present | Strategic advisory/management role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CTIA (wireless trade association) | Director | 2017–present | Industry governance and policy engagement |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq and SEC rules; current committee service solely on Compensation Committee .
- Committee assignments: Compensation Committee member; committee held 6 meetings in 2024 (Chair: Hugh W. Jones) .
- Attendance/engagement: Board met 6 times in 2024; all directors attended at least 75% of Board and committee meetings; directors attend annual meeting (all attended in 2024) .
- Lead Independent Director: Hugh W. Jones with authorities over executive sessions, agenda approval, and liaison duties; independent directors meet in executive session at least quarterly .
- Risk oversight: Audit Committee oversees ERM including cybersecurity; Compensation Committee reviews compensation risk; Nominating oversees governance and succession .
- Resignation policy: Director must tender resignation if “withhold” votes exceed “for” votes in uncontested elections .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Directors may elect to defer cash retainer into DSUs; Townsend elected to defer the cash portion . |
| Equity retainer (DSUs) | $189,985 | Granted quarterly, settled in DSUs; retention policy applies . |
| Committee chair fees | $0 | Not a chair; chair fees apply only to committee chairs . |
| Total director compensation | $239,985 | 2024 total for Townsend . |
Quarterly DSU Grants (2024):
| Grant Date | DSUs (#) | Grant Date Fair Value |
|---|---|---|
| 3/31/2024 | 6,833 | $59,994 |
| 6/30/2024 | 6,237 | $59,996 |
| 9/30/2024 | 8,356 | $60,000 |
| 12/31/2024 | 7,416 | $59,995 |
- Director equity retention policy: Directors must retain shares from DSU settlement (and, if exercised, options) until the earlier of one year post-board service termination or a change in control (applies to grants on/after 9/30/2015) .
Performance Compensation
Directors do not receive performance-linked pay. As a Compensation Committee member, Townsend helped oversee the executive 2024 bonus plan with six equally weighted objectives (16.67% each), linking pay to revenue, Adjusted EBITDA, platform shipments, 5G milestones, Galileo milestones, and FCC program transitions. The committee judged overall achievement at ~75% with discretionary adjustments for high performers; NEOs participating received 97.67% of target .
2024 Executive Bonus Plan Metrics:
| Metric (Weight 16.67% each) | Target | Actual | Notes |
|---|---|---|---|
| Service Revenue | $329.8M | $364.3M | Exceeded target . |
| Adjusted EBITDA | $128.4M | $142.5M | Exceeded target; definition set in plan . |
| AVANCE™ shipments | 1,205 units | Not disclosed | Thresholds set; actual not provided . |
| 5G milestones | Milestone timeline | Not achieved at target | Insufficient progress noted . |
| Galileo (GBB/HDX) milestones | Milestone timeline | Not achieved at target | Insufficient progress noted . |
| FCC upgrade transitions | 600 platforms | 1,020 platforms | Exceeded target . |
Payout mechanics included minimum thresholds, capped maxima at 150% per metric, and gating via Adjusted EBITDA; committee applied discretion given strategic impact of 5G/Galileo delays .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| CTIA | Trade Association | Director | Industry network spanning wireless carriers and equipment suppliers; informational interlock, not a competitor . |
| Bluewater Wireless II, L.P.; Whitewater Wireless II, L.P. | Private partnerships | Managing General Partner | Spectrum investment/valuation expertise relevant to Gogo’s connectivity business . |
| Aloha Partners LP | Private | Former Managing General Partner | Historical spectrum operations; not current public board . |
Expertise & Qualifications
- Financial and strategic planning; telecommunications sector depth; wireless spectrum valuation expertise .
- Public company governance experience; long Gogo board tenure since 2010 .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 4,209,225 | 3.2% of 132,245,584 shares outstanding as of April 22, 2025 . |
| Options exercisable within 60 days | 148,193 | Included in beneficial ownership calculation per SEC rules . |
| Total director stock options held | 150,454 | As of 12/31/2024 . |
| Vested DSUs (settle post-service) | 191,744 | Settled within 90 days after ceasing service . |
| Deferred share units outstanding | 191,021 | As of 12/31/2024 . |
| Hedging/pledging | Prohibited, with rare board pre-approval for pledging | Insider Trading Policy and ownership policies restrict hedging; pledging requires board approval . |
Governance Assessment
- Alignment: Meaningful equity ownership (3.2%), ongoing DSU-based director pay, and retention policy support shareholder alignment. Anti-hedging/pledging policies further protect alignment .
- Committee effectiveness: Active Compensation Committee member; committee uses independent consultant (CSI), peer benchmarking, and risk reviews; say-on-pay support ~99% in 2024 indicates strong investor confidence in pay practices overseen by the committee .
- Independence and attendance: Affirmed independent; met ≥75% attendance thresholds; Board and committee cadence consistent with norms; quarterly executive sessions led by the Lead Independent Director .
- Potential conflicts/related-party exposure: Townsend-affiliated entities are party to a long-standing Registration Rights Agreement permitting share registrations (alongside Thorne-affiliated entities); while standard for legacy holders, this creates potential liquidity preferences; monitor for any transactions or pledging disclosures (none reported) .
- Board dynamics: GTCR’s exchange and registration rights plus designated director (Mark Anderson) reflect a significant shareholder influence; not directly attributable to Townsend but relevant to overall governance context .
RED FLAGS to monitor: utilization of registration rights by Townsend-affiliated entities in proximity to material events; any pledging activity requiring board pre-approval; any decline in attendance or Compensation Committee changes impacting pay governance (none disclosed to date) .