Sterling A. Spainhour, Jr.
GRAY MEDIAAbout Sterling A. Spainhour, Jr.
Independent director of GTN since 2021; age 56 as of March 27, 2025. Currently Executive Vice President and Chief Legal Officer of Southern Company (NYSE: SO) since April 2023; prior roles include General Counsel leadership across Southern Company subsidiaries and over 20 years as a partner at Jones Day focused on M&A and corporate governance. The Board classifies him as independent; he serves on GTN’s Nominating & Corporate Governance Committee. In 2024, the Board held 4 meetings, all directors attended at least 75% of Board and committee meetings, and all director nominees attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company Services | Senior Vice President & General Counsel | Dec 2016 – Jun 2020 | Led legal organization supporting operating subsidiaries; governance and transactional counsel |
| Georgia Power (Southern Company subsidiary) | Senior Vice President, General Counsel & Chief Compliance Officer | Jul 2020 – Apr 2023 | Oversaw legal and compliance; risk management |
| Jones Day | Partner (M&A, corporate governance) | ~20+ years prior to Southern | Advised boards and senior management across governance, compliance, transactions |
External Roles
| Organization | Role | Tenure | Nature/Interlocks |
|---|---|---|---|
| Southern Company (NYSE: SO) | Executive Vice President & Chief Legal Officer | Apr 2023 – Present | Public company executive role; no GTN-related interlock disclosed |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Richard B. Hare). The committee met twice in 2024, oversees director nominations, governance principles, and formal ESG oversight. All members are independent under NYSE/SEC rules.
- Independence: Board determined Spainhour is independent (alongside Boger, Garcia, McTear, Hare, Newton, McClain). Non-independent directors are Howell (Executive Chairman/CEO), LaPlatney (President/Co-CEO), and Robin R. Howell.
- Attendance: Board held 4 meetings in 2024; each director attended ≥75% of Board and committee meetings. All director nominees attended the 2024 Annual Meeting. Independent directors held 3 executive sessions in 2024 led by the Lead Independent Director.
Fixed Compensation
GTN Non-Employee Director Compensation Program
| Component | 2023 Amount ($) | 2024 Amount ($) |
|---|---|---|
| Director annual retainer | 82,500 | 90,000 |
| Lead Independent Director annual retainer | 107,500 | 125,000 |
| Audit Committee Chair | 25,000 | 30,000 |
| Audit Committee member (non-chair) | 15,000 | 15,000 |
| Compensation Committee Chair | 22,500 | 25,000 |
| Compensation Committee member (non-chair) | 11,250 | 12,500 |
| Nominating & Corporate Governance Chair | 15,000 | 20,000 |
| Nominating & Corporate Governance member (non-chair) | 7,500 | 10,000 |
| Annual restricted stock grant (fair value) | ~145,000 | ~160,000 |
Spainhour’s Director Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 90,000 | 145,000 | 235,000 |
| 2024 | 102,500 | 160,000 | 262,500 |
Performance Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual restricted stock grant (fair value) ($) | 145,000 | 160,000 | Grants typically made at commencement of annual director term following annual meeting |
| Equity award type | Time-based restricted stock | Time-based restricted stock | No performance-vesting disclosed for directors; dividends deferred until vesting |
| Non-employee director aggregate annual compensation cap ($) | — | 750,000 | Plan limit measured at grant-date fair value; applies to 2025 and forward |
| Ownership guidelines | 3× annual retainer; 5-year compliance window | 3× annual retainer; 5-year compliance window; all directors at or on track | Directors must directly own minimum amounts; unearned awards excluded |
Clawbacks and award controls: Director equity awards are subject to the Amended 2022 Plan’s detrimental activity/recapture provisions and NYSE-compliant clawbacks via Company policy; dividends on restricted awards are deferred until vesting.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed (Spainhour’s external role is an executive position at Southern Company, not a board seat) |
| Committee roles at other boards | Not disclosed |
| Shared directorships with GTN counterparties | Not disclosed |
Expertise & Qualifications
- Legal/governance expertise: Extensive experience advising public/private boards and senior management on corporate governance, compliance, risk management, and transactional matters from Jones Day and Southern Company leadership roles.
- Industry exposure: Energy utility sector leadership; broad governance perspective applicable to media operations.
- Board rationale: The Board cites his ability to provide expansive legal/business perspective to support GTN’s growth.
Equity Ownership
| As-of Date | Class A Common (GTN.A) Shares | Common (GTN) Shares | Percent of Class | Notes |
|---|---|---|---|---|
| Mar 8, 2024 | 0 | 29,294 | <1% | As of 2023 proxy record date |
| Mar 7, 2025 | 0 | 43,727 | <1% | Includes 23,739 restricted common shares with voting but not dispositive power, held by each director |
| Restricted shares held (common) | 21,642 (Dec 31, 2023) | 23,739 (Dec 31, 2024) | — | Director-level aggregate counts; voting but not dispositive power |
| Shares outstanding (reference) | Class A: 8,842,764; Common: 90,349,144 (Mar 8, 2024) | Class A: 9,586,408; Common: 92,287,559 (Mar 7, 2025) | — | Used for percent calculations in proxy tables |
Hedging/pledging: GTN prohibits directors from hedging Company stock; ownership guidelines exclude pledged/margin shares. No pledging or hedging by Spainhour is disclosed.
Vote Outcomes (Director Election Support)
| Metric | 2024 AGM (May 8, 2024) | 2025 AGM (May 7, 2025) |
|---|---|---|
| Votes For | 141,527,816 | 118,872,297 |
| Votes Withheld | 14,621,302 | 19,252,240 |
| Broker Non-Votes | 8,227,549 | 32,189,153 |
Governance Assessment
-
Strengths
- Independence and Committee Role: Spainhour is independent and serves on a key governance committee with ESG oversight, supporting board effectiveness.
- Engagement: Meets attendance expectations; attended the annual meeting with other nominees, indicating engagement.
- Ownership Alignment: Beneficial ownership increased year-over-year (29,294 → 43,727 common shares), with restricted shares outstanding and compliance with 3× retainer ownership guideline on track.
- Compensation Mix: Balanced director pay structure with modest cash retainers plus time-based equity (~$160k in 2024), aligned with shareholder value via equity exposure; non-employee director cap ($750k) constrains excess.
- Clawbacks and Controls: Plan-level clawbacks/detrimental activity provisions and deferred dividends anchor governance discipline over director equity.
-
Watch items
- Family/Control Dynamics: Significant family-related ownership and related-party transactions (e.g., office lease and insurance relationships connected to the Howell/Robinson family) create perception risk around board independence, even as Spainhour himself is independent. Combined voting influence exceeding ~47.8% underscores control dynamics.
- Election Support Trends: Withheld votes for Spainhour rose in 2025 (19.25M) vs. 2024 (14.62M), while overall broker non-votes increased, warranting monitoring of future vote patterns and investor sentiment.
-
Red Flags
- Related-Party Exposure (Board-Level): Ongoing related-party arrangements involving leadership and a major shareholder’s controlled entities (lease, insurance premiums) are shareholder sensitivity points; oversight rests with the Audit Committee.
Say-on-Pay context (company-wide): Prior advisory vote approval ~85% in 2023 indicates general investor support for compensation practices; not director-specific but relevant to governance backdrop.