Robert Greene
Mediaco HoldingAbout Robert Greene
Robert L. Greene (age 57) is a Class B director of MediaCo Holding Inc. (MDIA) since January 2023 and currently serves as Chair of the Audit Committee; the Board has determined he is independent and an “audit committee financial expert” under Item 407(d) of Regulation S-K . Greene is President & CEO of the National Association of Investment Companies (NAIC) since February 2013, and previously was Head of Investor Relations at Syndicated Communications Venture Partners from June 2007 to December 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syndicated Communications Venture Partners | Head of Investor Relations | Jun 2007–Dec 2013 | Investor engagement and fundraising support |
| Starboard Value Acquisition Corp. (SPAC) | Director; Audit Committee member | Pre–Jul 2021; merged into Cyxtera Technologies (Nasdaq: CYXT) Jul 2021 | Audit oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NAIC | President & CEO | Feb 2013–present | Industry trade association for diverse-owned alt asset firms |
| Boy Scouts of America National Executive Board | Director | Current | Non-profit governance |
| Transworld Systems Inc. (private) | Director | Current | Global debt collection services |
| Synergy Infrastructure Holdings (private) | Director | Current | Equipment rentals; private equity-backed |
Board Governance
- Committee assignments: Greene chairs the Audit Committee (members: Greene, McDermott, McAdaragh, Pertuz, Thakrar) and is independent under Exchange Act and Nasdaq; Audit Committee held four meetings in 2024 .
- Independence: Seven of eight directors are independent; MediaCo is a “controlled company” under Nasdaq rules and does not have a separate nominations committee—these functions are handled by the full Board .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting (virtual-only) .
- Election/voting structure: Class B directors (including Greene) are elected by Class B shareholders voting separately; Greene is nominated for a term expiring in 2028 .
| Governance Metric | 2024 | Citation |
|---|---|---|
| Board meetings held | 4 | |
| Audit Committee meetings | 4 | |
| Compensation Committee meetings | 3 |
Fixed Compensation
- Structure: Authorized annual director retainer of $75,000 (subject to a 20% reduction since 2020), plus $50,000 for Audit Committee Chair; reductions for 2024 expected to be paid in Class A shares upon approval of a new equity plan; certain investor-designees (Cannon, Pertuz) receive no Board compensation .
- 2024 actuals: Greene received $110,000 in cash fees; no stock or option awards disclosed for directors in 2024 .
| Component | 2024 ($) |
|---|---|
| Fees Earned or Paid in Cash | 110,000 |
| Stock Awards | — |
| Option Awards | — |
| All Other Compensation | — |
| Total | 110,000 |
Performance Compensation
- No equity awards (RSUs/PSUs/options) disclosed for non-employee directors in 2024; company policy states it does not currently grant new options/SARs and any future grants would follow plan procedures .
| Performance Award Metric | 2024 Disclosure |
|---|---|
| RSUs/PSUs granted (#/$) | None disclosed |
| Option awards (strike/expiry) | Not currently granted |
| Performance metrics tied to director pay (TSR, EBITDA, etc.) | None disclosed |
Other Directorships & Interlocks
- Greene’s external board seats are in private entities (Transworld Systems Inc., Synergy Infrastructure Holdings) and a non-profit (BSA); prior SPAC board service at SVAC (merged into Cyxtera) .
- No disclosed related-party transactions involving Greene; major related-party relationships in 2024–2025 involve Estrella/HPS transactions and SG Broadcasting’s control and agreements, but Greene is not named in those transactions .
Expertise & Qualifications
- Audit committee financial expert designation; independent under Nasdaq and Exchange Act .
- Broad investment and board experience; described as bringing best practices across operations, accounting, systems, and fundraising .
Equity Ownership
- Beneficial ownership: Greene owned 20,849 shares as of June 18, 2025; less than 1% of outstanding with minimal aggregate director/executive ownership overall .
- Pledging/hedging: The 2025 Equity Compensation Plan restricts pledging/transferability of awards; the company’s Securities Trading Policy outlines insider trading controls, but the proxy does not disclose any pledging of company shares by Greene .
| Ownership Item | Value |
|---|---|
| Shares owned (Class A + B) | 20,849 |
| Ownership % of class | <1% |
| Options/RSUs | None disclosed |
| Shares pledged as collateral | Not disclosed |
Governance Assessment
- Positives: Independent Audit Chair with financial expert designation; consistent attendance and participation; clear audit oversight responsibilities documented via Audit Committee report and meeting cadence .
- Alignment considerations: Greene’s direct ownership is modest (20,849 shares); directors were paid entirely in cash for 2024 with no equity grants; however, cash retainer reductions since 2020 are expected to be paid in Class A shares upon approval of a new equity plan, which may improve alignment prospectively .
- Control/board process risk: MediaCo is a controlled company (SG Broadcasting controls ~89.5% combined voting power) and lacks a separate nominations committee—potentially limiting independent director influence on board composition .
- Shareholder signals: 2025 annual meeting results show overwhelming support—Greene received 54,131,970 votes “For” with 0 withheld; say-on-pay passed strongly (92,003,245 For; 15,046 Against) .
| 2025 Annual Meeting Results | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election – Robert L. Greene (Class B) | 54,131,970 | 0 | 0 | 0 |
| Say-on-Pay (Advisory) | 92,003,245 | 15,046 | 41,127 | 625,169 |
| 2025 Equity Compensation Plan | 91,877,143 | 140,242 | 42,033 | 625,169 |
| Auditor Ratification (Deloitte) | 92,620,279 | 64,047 | 261 | — |
RED FLAGS / Watch items
- Controlled company status and concentrated voting power limit minority shareholder leverage, including for governance changes .
- Low director share ownership and absence of ongoing equity grants to directors may dampen alignment; monitor implementation of 2025 plan and any director equity participation caps ($300,000 per year post-appointment) .
- No disclosed related-party transactions involving Greene, but continue monitoring Estrella/HPS arrangements for broader governance effects .