Richard L. Boger
GRAY MEDIAAbout Richard L. Boger
Independent director of GTN since 1991 (age 78). Chairs the Compensation Committee; also serves on the Executive, Nominating & Corporate Governance, and Audit Committees. Background includes CEO of a financial services consulting firm and leadership roles across investment holding entities and a mutual fund board; the Board affirms his independence under NYSE/SEC/IRC standards. Core credentials: managerial and entrepreneurial experience, financial services expertise, and prior audit committee leadership at a mutual fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lex-Tek International, Inc. | President & CEO | Feb 2002–May 2024 | Specialized financial services consulting; brings managerial/entrepreneurial perspective to GTN’s board. |
| Owen Holdings, LLLP | Business Manager | Jul 2003–Jul 2013 | Investment holding company oversight. |
| Shawnee Meadow Holdings, LLLP | General Partner | Jul 2004–May 2024 | Investment holding company leadership. |
| Heathland Holdings, LLLP | Business Manager | Since Mar 2006 | Investment holding company management. |
| CornerCap Group of Funds | Trustee; Chair, Audit Committee | 1993–2022 | Mutual funds board; audit oversight; funds dissolved/reorganized in Nov 2022. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boger-Owen Foundation (501(c)(3)) | Trustee | Since Sep 2012 | Nonprofit governance perspective. |
Board Governance
- Committee assignments: Chairman, Compensation Committee; Member, Executive Committee; Member, Nominating & Corporate Governance Committee; Member, Audit Committee.
- Committee activity: Audit Committee held 4 meetings in 2024; Compensation Committee held 4 meetings in 2024.
- Independence: Board determined Boger is independent under NYSE Section 303A.02 and SEC/IRC standards; non-employee, no prior officer role.
- Attendance: All director nominees attended the 2024 Annual Meeting of Shareholders.
- Compensation governance: Compensation Committee uses Meridian Compensation Partners as an independent consultant; Committee retains sole authority over engagement; Meridian provided no other services to the Company.
Fixed Compensation
| 2024 Non-Employee Director Compensation (GTN) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash – Richard L. Boger | 143,125 |
| Stock Awards – Grant Date Fair Value | 160,000 |
| Total | 303,125 |
| 2024 Director Compensation Program Retainers | Amount ($) |
|---|---|
| Director annual retainer fee | 90,000 |
| Lead Independent Director annual retainer | 125,000 |
| Audit Committee – Chair | 30,000 |
| Audit Committee – Member (non-Chair) | 15,000 |
| Compensation Committee – Chair | 25,000 |
| Compensation Committee – Member (non-Chair) | 12,500 |
| Nominating & Corporate Governance – Chair | 20,000 |
| Nominating & Corporate Governance – Member (non-Chair) | 10,000 |
Note: Annual director equity grants are made in restricted stock valued at approximately $160,000, typically at the commencement of each annual term following the annual meeting.
Performance Compensation
- Directors do not have performance-based compensation metrics; equity is granted as time-based restricted stock at ~$160,000 annually. As of December 31, 2024, each non-employee director held 23,739 restricted shares (voting, but not dispositive power). A plan-imposed non-employee director compensation cap is $750,000 per calendar year (measured at grant for financial reporting).
| Director Equity Grant Details (2024) | Data |
|---|---|
| Instrument | Restricted stock (time-based) |
| Typical Grant Timing | Commencement of annual term post-annual meeting |
| Annual Grant Value (approx.) | $160,000 |
| Restricted Shares Held (each non-employee director, 12/31/2024) | 23,739 |
| Non-Employee Director Compensation Limit (per plan, annual max) | $750,000 |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None existed during 2024.
- Current public company directorships disclosed for Boger: Not disclosed beyond GTN in the proxy biography; prior service was on CornerCap mutual funds board (dissolved/reorganized in 2022).
Expertise & Qualifications
- Brings extensive managerial and entrepreneurial experience as CEO/founder in financial services; investment holding company leadership; prior mutual fund board audit chair experience. Perspective across industries outside broadcasting adds a diverse voice and resource to board deliberations.
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common (GTNA) | 8,683 | * (<1%) |
| Common (GTN) | 55,347 | * (<1%) |
Footnote: Includes 23,739 restricted shares of common stock for each director, with voting but not dispositive power.
- Director stock ownership guidelines: Directors must beneficially own shares equal to or greater than 3x the annual retainer (measured by stock price on determination date); 5-year compliance window; directors’ holdings were either at the guideline or on track as of the most recent determination.
- Anti-hedging/Insider trading: Policy prohibits hedging (e.g., collars, swaps) and short sales; Board members are subject to trading blackouts and pre-clearance procedures under the Insider Trading Policy adopted in Feb 2025. Shares held in margin accounts or pledged as collateral do not count toward executive stock ownership guidelines.
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee with independent consultant oversight (Meridian); active committee cadence (Audit and Compensation met 4 times in 2024); director equity grants and ownership guidelines align interests; all nominees attended the 2024 annual meeting; no compensation committee interlocks.
- Considerations/RED FLAGS (environmental context for board oversight, not specific to Boger’s conduct):
- Concentrated family influence: Executive Chair/CEO and related family hold 47.8% of combined voting power via common and Class A; requires robust independent oversight by committees led by independent directors.
- Related-party transaction: Company leases headquarters space at ~$1.4 million annually from entities controlled by a >5% shareholder with familial ties to management; lease terminable with 12 months’ notice; management believes terms are no less favorable than market. Heightened monitoring by Audit and Nominating committees is prudent.
- Risk mitigants: Formal independence determinations, anti-hedging and insider trading policies, compensation cap for non-employee directors under the equity plan, and engagement of an independent compensation consultant.