Robin R. Howell
GRAY MEDIAAbout Robin R. Howell
Independent director of GTN since 2012; age 60 as of March 27, 2025. She holds a BA in Economics from the University of Virginia and an MBA from the University of Texas at Austin. Career includes Vice President and director roles at Delta Life Insurance Company and Delta Fire & Casualty Company since 1992; she serves on GTN’s Executive Committee and is the spouse of Executive Chairman/CEO Hilton H. Howell, Jr. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmer’s and Merchant’s Bank | Chairman of the Board | Former | Leadership oversight in banking sector |
| Premier Bancshares Inc. | Director | Former | Board governance in financial services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Life Insurance Company | Vice President & Director | Since 1992 | Executive leadership and oversight |
| Delta Fire & Casualty Company | Vice President & Director | Since 1992 | Executive leadership and oversight |
| Atlantic American Corporation | Director | Current | Board member; interlock with spouse’s executive role at Atlantic American |
| High Museum of Art | Board of Directors Chairman & Executive Committee | Current | Civic leadership and community engagement |
| Forward Arts Foundation | Board Member | Current | Philanthropy and community involvement |
| Junior League of Atlanta | Member | Current | Community service engagement |
Board Governance
- Committee assignments: Member of the Executive Committee; current Executive Committee members are Boger, Hare, Hilton H. Howell, Newton, and Ms. Howell .
- Not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees in 2024–2025; Audit chaired by Newton; Compensation chaired by Boger; Nominating chaired by Hare .
- Independence: Board determined Ms. Howell is not independent due to family relationships with the Executive Chairman/CEO and a director emeritus (her mother) .
- Attendance: Board met five times in 2023 and four times in 2024; each director attended at least 75% of Board and committee meetings; all nominees attended the 2023 and 2024 annual meetings .
- Executive sessions of independent directors: held four times in 2023 and three times in 2024; presided over by Lead Independent Director Howell W. Newton (Ms. Howell, being non-independent, does not participate) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees earned (Board + committees) | $82,500 | $91,875 |
| Stock awards grant date fair value | $145,000 | $160,000 |
| Total | $227,500 | $251,875 |
Director compensation program (structure):
| Description | 2023 | 2024 |
|---|---|---|
| Lead Independent Director annual retainer | $107,500 | $125,000 |
| Director annual retainer | $82,500 | $90,000 |
| Audit Chair / Member | $25,000 / $15,000 | $30,000 / $15,000 |
| Compensation Chair / Member | $22,500 / $11,250 | $25,000 / $12,500 |
| Nominating Chair / Member | $15,000 / $7,500 | $20,000 / $10,000 |
| Annual restricted stock grant (approx. value) | $145,000 | $160,000 |
Performance Compensation
- No performance-vesting disclosed for director equity; annual director equity grants are restricted shares valued at approximately $145,000 (2023) and $160,000 (2024), typically granted at the start of the annual term after the shareholder meeting .
- Performance metrics listed in the proxy relate to NEO compensation (e.g., Broadcast Cash Flow, Revenues ex/political); these do not apply to director compensation .
Other Directorships & Interlocks
| Entity | Type | Details |
|---|---|---|
| Atlantic American Corporation | Public company board | Ms. Howell is a director; Hilton H. Howell Jr. is CEO/Chairman of Atlantic American; Atlantic American (and subsidiaries) beneficially own GTN shares (880,272 Class A; 106,000 common) creating governance interlock . |
Expertise & Qualifications
- Education: BA in Economics (University of Virginia); MBA (University of Texas at Austin) .
- Executive and oversight roles in insurance (Delta Life, Delta Fire & Casualty) since 1992; prior leadership in banking (Chairman at Farmer’s and Merchant’s Bank; Director at Premier Bancshares) .
- Community leadership enhances stakeholder engagement (High Museum of Art Chair; Forward Arts Foundation; Junior League of Atlanta) .
Equity Ownership
| Metric | As of Mar 8, 2024 | As of Mar 7, 2025 |
|---|---|---|
| Class A common stock beneficially owned | 4,053,521 shares (45.8%) | 4,807,165 shares (50.1%) |
| Common stock beneficially owned | 1,545,567 shares (1.7%) | 1,572,186 shares (1.7%) |
| Combined voting power (common + Class A) | 23.5% | 26.4% |
| Restricted common shares held (non-employee director standard) | 21,642 shares (each director) at 12/31/2023 | 23,739 shares (each director) at 12/31/2024 |
| Footnote on beneficial ownership (scope) | Includes spouse’s, children’s, and trust-held shares; Ms. Howell disclaims beneficial ownership of those securities; includes 23,739 restricted common shares with voting but not dispositive power (2025) | Same as left; detailed inclusions/disclaimers provided |
- Directors’ stock ownership guidelines: Must beneficially own shares equal to or greater than 3x the annual director retainer; five years to comply; holdings were at the guideline or on track as of last determination .
- Anti-hedging policy: Prohibits certain hedging and short-sale transactions by directors and officers; insiders subject to preclearance and blackout periods per 2025 Insider Trading Policy .
Governance Assessment
-
Positives:
- Attendance thresholds met in 2023–2024; directors attended annual meetings; independent director executive sessions held regularly under Lead Independent Director oversight .
- Robust committee independence (Audit, Compensation, Nominating), anti-hedging and NYSE-compliant clawback policies; director ownership guidelines align incentives .
- Use of independent compensation consultant (Meridian) and clear director pay structure .
-
RED FLAGS:
- Independence: Ms. Howell is not independent due to family ties to the Executive Chairman/CEO and a director emeritus; she serves on the Executive Committee alongside her spouse, elevating entrenchment and influence concerns .
- Control concentration: Family beneficial ownership/voting power is high and increased from 23.5% (2024) to 26.4% (2025) for Mr. and Ms. Howell; director emeritus Harriett J. Robinson also holds 51.7% of Class A voting rights, amplifying control .
- Related-party transaction: GTN leases its headquarters from an entity controlled by Ms. Howell’s mother (and with Mr. and Ms. Howell as officers/directors/shareholders); approx. $1.4 million annual rent; terminable with 12 months’ notice; although management asserts arm’s-length terms, this is a material related-party exposure .
- Interlocks: Ms. Howell is a director at Atlantic American, where her spouse is CEO/Chairman; Atlantic American and subsidiaries are significant GTN holders—information flow and influence risks .
Implication: Investors should weigh Executive Committee involvement and family control against committee independence and attendance. The related-party HQ lease and Atlantic American interlocks merit ongoing monitoring and engagement with the Audit Committee on oversight and mitigation .