J. Michael Gearon, Jr.
About J. Michael Gearon, Jr.
Independent director at Grindr Inc. since November 2022; age 60. Chairman & CEO of 28th Street Ventures (family office) since 2007; recognized pioneer in wireless infrastructure with prior board and executive roles at American Tower. Holds a bachelor’s degree, cum laude, in Inter-Disciplinary Studies from Georgia State University; deep telecom, sports ownership, and international operating experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Tower Corp. | Vice Chairman; Director | Vice Chair 2002–2007; Director 1998–2003 | Strategic leadership post-sale of Gearon & Co.; governance oversight |
| Pan Asia Tower | Chairman | 2013–Nov 2019 | Led wireless/broadcast infrastructure expansion in Asia |
| PT Sarana Menara Nusantara Tbk (Indonesia) | Chairman Advisor | 2007–2016 | Advised largest Indonesian cell tower company |
| Atlanta Hawks (NBA) | Part owner; Governor; Co-managing partner & board member | Ownership 2004–2023; Governor 2005–2009; Co-MP/Board 2004–2015 | Franchise governance and operational oversight |
| Atlanta Thrashers (NHL) | Co-owner | 2003–2010 | Team stewardship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 28th Street Ventures, LLC | Chairman & CEO | 2007–present | Family office based in Atlanta |
Board Governance
- Independence: Board affirmatively determined Gearon is independent under NYSE standards .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Committee structure: Four standing committees (Audit; Compensation; Nominating & Corporate Governance; Privacy & Trust); Audit chaired by Chad Cohen; Privacy & Trust chaired by Daniel Baer; Nominating chaired by James Lu .
- Meetings/attendance: Board held six meetings in 2024; Audit 4; Compensation 4; Nominating 1; Privacy & Trust 2. Individual director attendance rates not disclosed; corporate guidelines expect preparation and attendance; independent directors meet in executive session as warranted .
- Risk oversight: Board and committees oversee financial risk, cybersecurity, privacy/trust, compensation risk, and public policy/LGBTQ safety; committee chairs report material exposures to the board .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Cash fees | $25,000 | Annual retainer per prior policy; no meeting fees |
| 2025 policy rates | Board retainer (cash) | $40,000 | Increased from $20,000 prior policy; paid quarterly; effective June 3, 2025 (pro-rated) |
| 2025 policy rates | Compensation Chair (cash) | $2,000 | Added in 2025 (no prior cash for non-audit chairs) |
| 2025 policy rates | Nominating Member (cash) | $1,000 | Added in 2025 |
| 2025 expected total cash (full-year rates) | Cash subtotal | $43,000 | Subject to pro-ration for FY25 from June 3, 2025 |
Performance Compensation
| Year | Component | Amount | Terms |
|---|---|---|---|
| 2024 | Stock awards (RSUs grant-date fair value) | $101,394 | Director annual RSUs under prior policy; time-based vesting |
| Outstanding at 12/31/2024 | RSUs (unvested/outstanding) | 6,305 shares | As of year-end 2024 |
| 2025 policy rates | Board RSUs | $140,000 | Granted at annual meeting; vests quarterly; accelerates at next annual meeting or change in control |
| 2025 policy rates | Compensation Chair RSUs | $8,000 | As above |
| 2025 policy rates | Nominating Member RSUs | $4,000 | As above |
| 2025 expected RSU total (policy rates) | RSUs subtotal | $152,000 | Number of RSUs determined by 20-day average price; plus supplemental pro-rated RSUs granted June 3, 2025 vesting July 19, 2025 for continuing directors |
Compensation Framework (Committee Oversight — Signals)
| Plan Year | Corporate Performance Metrics | Targeting/Outcome |
|---|---|---|
| 2024 Executive Bonus Plan | Adjusted EBITDA margin ≥40%; YoY revenue growth ≥23%; bonuses scaled to revenue growth; individual performance adjustments applied | CEO bonus $2.85M; CPO $597,575; GC $550,000 (committee certified achievement Mar 2025) |
| 2024 KPI RSU framework | Fully vested RSUs upon KPI certification | CEO 176,159 RSUs; CPO 9,688 RSUs; GC 9,688 RSUs granted Mar 7, 2025 |
| Market-cap RSU arrangements (execs) | Grants at market-cap thresholds | CPO thresholds at $2.1B/$2.8B/$3.5B achieved Nov 2024/Feb 2025/May 2025; RSUs 114,269/83,231/75,673; GC parallel RSUs 63,266/46,082/41,897 |
Observation: Director pay mix skews to equity (2024: ~80% equity), with 2025 policy increasing both cash and equity for directors and adding committee member RSUs across all committees—aligns directors with shareholders but raises pay inflation risk if equity grant values scale with price momentum .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| American Tower Corp. (NYSE: AMT) | Public | Vice Chairman; Director (prior) | None disclosed currently; historic telecom governance experience |
| Pan Asia Tower | Private | Chairman (prior) | None disclosed |
| PT Sarana Menara Nusantara Tbk | Public (Indonesia) | Chairman Advisor (prior) | None disclosed |
- Committee interlocks: Compensation Committee comprises Gearon (Chair), James Lu (Chairman of the Board), Nathan Richardson; none are employees; committee can retain independent consultants; no compensation committee interlocks with other companies disclosed .
Expertise & Qualifications
- Wireless infrastructure entrepreneurship; multi-country operating track record; Ernst & Young Entrepreneur of the Year (1997) .
- Large-scale sports franchise governance (NBA/NHL) .
- Education: Georgia State University, BA cum laude .
Equity Ownership
| Holder/Vehicle | Shares | % Outstanding | Notes |
|---|---|---|---|
| J. Michael Gearon, Jr. Revocable Trust | 5,480,568 | 2.8% | Part of beneficial ownership |
| The 1997 Gearon Family Trust | 6,090,959 | 3.1% | Disclaims beneficial ownership except to extent of pecuniary interest |
| Direct common shares | 630 | <0.01% | Direct holdings |
| RSUs vesting ≤ Aug 3, 2025 | 2,645 | — | Included solely for 60-day beneficial ownership test |
| Total beneficial ownership | 11,574,802 | 5.9% | Significant stockholder status; address: Riverwood Pkwy, Atlanta, GA |
- Pledging/Hedging: Company discourages hedging and requires pre-clearance; pledging requires pre-clearance. No pledges disclosed for Gearon; note large pledges by other directors (Zage 43.8% and Lu 13.6% of outstanding via controlled entities) — board-level ownership risk factor .
Fixed Compensation (Director Policy Detail)
| Policy Element | Prior Policy | Second Restated Policy (effective Jun 3, 2025) |
|---|---|---|
| Board cash retainer | $20,000 | $40,000 (paid quarterly) |
| Audit Chair cash | $9,000 | $14,000 |
| Compensation Chair cash | $5,000 | $2,000 |
| Nominating Chair cash | $5,000 | $2,000 |
| Privacy & Trust Chair cash | $5,000 | $2,000 |
| Non-chair committee member cash | None (except audit member $4,000) | Audit member $6,000; other committees $1,000 |
| Board RSUs | $80,000 | $140,000 (quarterly vest; annual acceleration) |
| Audit Chair RSUs | $36,000 | $56,000 |
| Compensation Chair RSUs | $20,000 | $8,000 |
| Nominating Chair RSUs | $20,000 | $8,000 |
| Privacy & Trust Chair RSUs | $20,000 | $8,000 |
| Non-chair committee member RSUs | None | Audit member $24,000; others $4,000 |
Insider Trades
| Date/Type | Transaction | Notes |
|---|---|---|
| 2024 (late filing noted) | Annual non-employee director equity award Form 4 | Proxy discloses one late Form 4 filing for annual director equity awards (no share counts provided in this section) |
Section 16(a) compliance: Gearon had one Form 4 inadvertently filed late in 2024 for his annual director equity award; company lists other late filings for multiple insiders; otherwise believes required reports were timely .
Governance Assessment
- Committee leadership and independence: Gearon chairs Compensation Committee and sits on Nominating & Corporate Governance; board confirms independence and no compensation committee interlocks — supports governance quality and pay oversight .
- Alignment and influence: 5.9% beneficial ownership via trusts aligns incentives but confers significant influence; as compensation chair, large ownership can be a positive for shareholder alignment if coupled with robust independence, but warrants monitoring for related-party exposures .
- Compensation structure signals: Director pay increased materially in 2025 (cash and RSUs; new committee member RSUs) — enhances retention but introduces pay inflation risk; mix remains equity-heavy, promoting alignment .
- Conflicts/related parties: Gearon is party to the Amended and Restated Registration Rights Agreement with other major holders — customary for SPAC business combination; no specific related-party transactions with Gearon beyond registration rights disclosed .
- RED FLAGS:
- Board-level pledging risk: Massive share pledges by other directors (Zage 85.9M shares; Lu 26.6M shares) could trigger ownership disruption on foreclosure; while Gearon has no disclosed pledges, concentrated and pledged stock among directors is a governance risk for investor confidence .
- Late Section 16 entries: One late Form 4 for Gearon (procedural risk; minor) .
- Risk oversight and privacy: Board instituted a dedicated Privacy & Trust Committee in 2023, indicating sensitivity to data/privacy and LGBTQ public policy risks — positive governance signal under Gearon’s broader board context .