Richard B. Hare
GRAY MEDIAAbout Richard B. Hare
Independent director since 2016 (age 58 as of March 27, 2025). Hare chairs the Nominating and Corporate Governance Committee and serves on the Audit Committee (designated an “audit committee financial expert” by the Board) and the Executive Committee. He is Executive Vice President and Chief Financial Officer of Haverty Furniture Companies, Inc. (NYSE: HVT) since May 2017; previously SVP & CFO of Carmike Cinemas, Inc. from March 2006 until its sale to AMC in December 2016. The Board has affirmatively determined he is independent under NYSE, SEC, IRC, and Exchange Act standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carmike Cinemas, Inc. | Senior Vice President & Chief Financial Officer | Mar 2006 – Dec 2016 | CFO through sale to AMC Entertainment in Dec 2016 |
| Various entities | Finance and accounting positions | Pre-2006 | Strengthened financial management background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Haverty Furniture Companies, Inc. (NYSE: HVT) | Executive Vice President & Chief Financial Officer | May 2017 – present | Public company CFO (retail) |
Board Governance
- Committee leadership and memberships: Chair, Nominating & Corporate Governance Committee (2 meetings in 2024); Member, Audit Committee (4 meetings in 2024); Member, Executive Committee. Hare is designated an “audit committee financial expert” by the Board; all members of these committees are independent.
- Independence: The Board determined Hare is independent under NYSE/SEC/IRC/Exchange Act standards.
- Attendance: The Board held four meetings in 2024; each director attended at least 75% of Board and committee meetings for their service. All director nominees attended the 2024 Annual Meeting.
- Executive sessions: Independent non-management directors met in executive session three times in 2024 (presided over by the Lead Independent Director).
Fixed Compensation
Director compensation structure (2024 program):
| Description | Amount ($) |
|---|---|
| Director annual retainer fee | 90,000 |
| Lead Independent Director annual retainer fee | 125,000 |
| Audit Committee – Chairman | 30,000 |
| Audit Committee – Member (non-Chair) | 15,000 |
| Compensation Committee – Chairman | 25,000 |
| Compensation Committee – Member (non-Chair) | 12,500 |
| Nominating & Corporate Governance – Chairman | 20,000 |
| Nominating & Corporate Governance – Member (non-Chair) | 10,000 |
Hare’s 2024 actual director compensation:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 128,125 |
| Stock Awards (grant date fair value) | 160,000 |
| Total | 288,125 |
Notes:
- Directors also receive annual grants of restricted stock valued at approximately $160,000, typically at the start of the annual term following the shareholder meeting.
Performance Compensation
- Directors receive restricted stock; the proxy does not disclose performance metrics for director equity, indicating awards are service-based restricted shares (not performance-vested).
| Equity Award Feature | Details |
|---|---|
| Award type | Restricted stock (directors) |
| Typical grant timing | At commencement of each annual term following annual meeting |
| Indicative annual grant value | ~$160,000 (grant-date fair value) |
| Performance metrics | Not disclosed/applicable for directors |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (other than GTN) | None disclosed for Hare in the proxy |
| Compensation Committee interlocks (2024) | None existed during 2024 (committee members listed; Hare is not on Comp Committee) |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; deep financial management background as public company CFO (HVT) and former CFO (Carmike).
- Governance leadership: Chair of Nominating & Corporate Governance Committee with ESG oversight per charter.
- Industry/role diversity: Current executive role in retail (HVT); prior media/entertainment (Carmike), adding cross-industry finance perspective to GTN’s board.
Equity Ownership
Beneficial ownership as of March 7, 2025:
| Security | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Class A Common Stock (GTNA) | 9,607 | <1% | As reported for Hare |
| Common Stock (GTN) | 61,221 | <1% | As reported for Hare |
| Restricted shares of Common Stock (included above) | 23,739 | — | Directors have voting but not dispositive power over these shares |
Ownership alignment policies:
- Director stock ownership guideline: Must directly own ≥3x annual retainer; compliance window 5 years. As of the last compliance determination, each director was either at the guideline or on track.
- Trading/hedging: The company prohibits certain officers and directors from hedging and short sales under its Insider Trading Policy and separate anti-hedging policy.
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance; designated audit committee financial expert; serves on Audit Committee; board and committee attendance thresholds met; equity grants align director incentives with shareholders; stock ownership guidelines enforced; anti-hedging and clawback frameworks in place. These support board effectiveness and investor confidence.
- Watch items: Time commitments as a sitting public company CFO (HVT) while serving on GTN’s Audit and Executive Committees; however, no related-party transactions involving Hare are disclosed, and the Board affirms his independence.
- Related-party environment: The proxy discloses a related-party headquarters lease with entities controlled by a significant shareholder related to GTN’s Executive Chairman; the Audit Committee (on which Hare serves) oversees such matters per charter—no Hare-specific conflicts disclosed.
Overall signal: Hare brings strong finance oversight and governance leadership with confirmed independence and adequate engagement; no Hare-specific red flags surfaced in the latest proxy.