Jonathan L. Levine
About Jonathan L. Levine
Independent director since May 2021; age 61 in 2025, with 33 years in outdoor advertising and real estate investing. He is President of Keim Inc., general partner of Levine Investments Limited Partnership (LILP), and co-founded American Outdoor Advertising; he is also co-owner of Pacific Outdoor Advertising; attended University of Texas (1981–1984) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keim Inc. | President; general partner of LILP | Since 2005 | Governance/ownership structure related to GWRS significant shareholder |
| Outdoor Systems Advertising | Real estate development and sales | 1989–1995 | Market development experience |
| American Outdoor Advertising | Co-founder | Since 1996 | Strategic leadership; billboards in AZ, CA, NV |
| Pacific Outdoor Advertising | Co-owner | Since 2016 | Acquisition of Portland assets from Clear Channel |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Levine Investments Limited Partnership (LILP) | Limited partner (via Keim Inc.) | Ongoing | Vehicle for GWRS share ownership; general partner Keim Inc. |
| Camelback Systems, Inc. | Director and President | Ongoing | Sponsor of employee health plan; related-party exposure |
| American Outdoor Advertising | Co-founder | Since 1996 | Private company |
| Pacific Outdoor Advertising | Co-owner | Since 2016 | Private company |
Board Governance
- Independence: Board identifies Alexander, Coy, Huckelbridge, Rousseau as independent; Levine is not listed as independent due to significant ownership/interlocks with LILP/Keim/Camelback .
- Committee assignments: No committee memberships for Levine in 2023 or 2024; committee chairs are Alexander (Audit), Rousseau (Compensation), Coy (Corporate Governance) .
- Attendance: Board held 4 meetings; each director attended 100% of board and applicable committee meetings during 2024; one director attended the prior year's Annual Meeting in person .
- Lead Independent Director: Richard M. Alexander .
- Policies: Majority voting resignation policy for withhold > for votes; insider trading policy prohibits hedging/short sales/pledging except limited pre-approved circumstances .
| Committee | Levine Membership | Chair |
|---|---|---|
| Audit & Risk | No | Richard M. Alexander |
| Compensation | No | David Rousseau |
| Corporate Governance, Nominating, Environmental & H&S | No | Debra G. Coy |
Fixed Compensation
| Year | Fees Earned Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 35,538 | 21,375 (RSA, fully vested at grant) | — | 56,913 |
| 2023 | 56,135 (elected 100% cash) | — | — | 56,135 |
- Program structure: For 2024, directors receive 50% cash/50% stock via RSAs; RSAs fully vested on issuance under 2020 Plan . 2023 program allowed 50% RSUs/50% cash; directors above 3x retainer ownership could elect more cash (Levine elected all cash) .
- Ownership guideline: Minimum 3x annual retainer; cash portion capped at 50% until guideline met .
Performance Compensation
Company-level incentive program (for NEO oversight; directors do not receive performance-linked pay):
| Component | Target(s) | % of Pool | Outcome | Achievement |
|---|---|---|---|---|
| Compliance & Safety | Discrete objectives; IT metrics | 25% | No compliance events/safety incidents; goals met | 25.0% |
| Further Adjusted EBITDA | 2024 budget $22.9m; payout scale 0–100% | 25% | Actual $23.2m; 100% payout | 25.0% |
| CapEx delivery | Budget $31.0m; overage offsets pool | 25% | Actual $25.6m; 100% payout | 25.0% |
| Board discretionary | Ops, service, compliance, safety, water loss | 25% | Full award | 25.0% |
| Total | — | 100% | — | 100.0% |
Other Directorships & Interlocks
| Entity | Relationship | Detail |
|---|---|---|
| LILP/Keim Inc. | Significant shareholder | 10,210,663 shares at LILP; Keim general partner; voting shared with William S. Levine |
| Camelback Systems | Health plan sponsor | GWRS participates; paid ~$1.6m (2024) and ~$3.8m (2023) in claims; Levine is director/President of Camelback Systems |
| Steel Canyon Capital | Sublease | Subleases office space from Camelback Systems; Huckelbridge independence considered with LILP ties |
Expertise & Qualifications
- Regional economic knowledge and business acumen from long-standing Arizona-based investing and advertising operations .
- Governance/ownership experience via Keim/LILP stewardship .
Equity Ownership
| Metric | As of Mar 14, 2024 | As of Mar 17, 2025 |
|---|---|---|
| Common shares beneficially owned | 10,258,920 | 10,260,663 |
| Awards/options vesting within 60 days | — | — |
| % of shares outstanding | 42.4% (24,175,947 SO) | 42.4% (24,226,016 SO) |
| Ownership structure | LILP: 10,210,663; Levine Family Trust “A”: 50,000; shared voting/dispositive with William S. Levine via Keim | LILP: 10,210,663; Levine Family Trust “A”: 50,000; shared voting/dispositive with William S. Levine via Keim |
- Pledging/hedging: Company policy prohibits hedging/short sales; pledging generally prohibited except limited pre-approval by Audit & Risk Committee .
Governance Assessment
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Signals supporting investor confidence:
- 100% attendance at board/committee meetings in 2024 .
- Strong say-on-pay support in 2024: For 19,397,303; Against 237,548; Abstain 24,335; broker non-votes 1,022,850 .
- Standstill Agreement constrains LILP/Levine/Cohn from actions leading to “control” under ACC rules; limits additional acquisitions and group activities; termination only after mid-2026 with conditions .
- Director compensation shifted to equity (RSAs) mixed with cash, and meeting fees removed to align with best practices from FW Cook review .
-
Potential conflicts and RED FLAGS:
- Concentrated ownership: Levine beneficially owns 42.4% with shared voting via LILP/Keim—he is not designated independent; potential influence risk despite standstill .
- Related-party exposure: Company’s medical benefits administered under Camelback Services Health Plan sponsored by Camelback Systems, where Levine is President; material payments ($1.6m in 2024; $3.8m in 2023) indicate ongoing related-party interaction, though administered by third party and no fees to Camelback Systems .
- Board interlocks: Multiple directors (Levine, Cohn) tied to LILP/Keim; Audit & Risk Committee reviews related-party transactions, but persistent ties merit monitoring .
-
Engagement and effectiveness:
- No committee assignments for Levine, limiting direct oversight roles (audit/comp/governance) .
- Board policies include majority voting and insider trading controls; Lead Independent Director structure provides check-and-balance under combined Chair/CEO model .
Overall: Levine brings regional business expertise and significant “skin in the game,” but his non-independent status, related-party exposures, and concentrated ownership warrant continued monitoring of conflict controls (Audit & Risk oversight, standstill adherence) to protect minority shareholder interests .