Clarke Brown Jr.

About Clarke R. Brown Jr.

Clarke R. Brown Jr. (age 84) has served as a director of Saga Communications, Inc. since July 2004. He formerly served as President of Jefferson-Pilot Communications Company (1991–June 2005), where he grew the radio division from five to eighteen stations; he holds a Bachelor of Journalism from the University of Missouri and a Bachelor of Law from Atlanta Law School, and has been recognized as NAB National Radio Executive of the Year (2004) and MFM Lifetime Achievement Award recipient (2006) . The Board has determined Mr. Brown is independent under NASDAQ listing standards .

Past Roles

External Roles

Board Governance

• Independence: Determined independent (NASDAQ) .
• Committee assignments:
  • Compensation Committee Chair; members: Brown, Coppedge, Lada; 6 meetings in 2024 .
  • Finance and Audit Committee member; Chair: Timothy J. Clarke; members: Brown, Clarke, Schechter; 7 meetings in 2024 .
  • Nominating & Corporate Governance Committee member; Chair: Coppedge; members: Brown, Coppedge, Schechter; 2 meetings in 2024 .
  • Cybersecurity Subcommittee: membership is Clarke, Schechter, Lobaito; Brown is not a member; 5 meetings in 2024 .
• Audit committee financial expert designation: Clarke and Schechter are designated; Brown is not .
• Attendance: Board held 10 meetings in 2024; each incumbent director attended at least 80% of Board and applicable committee meetings in 2024 .
• Leadership structure: Independent Chairman of the Board (Warren S. Lada) presides over executive sessions of independent directors; independent directors meet regularly without management .

Fixed Compensation

Policy (non-CEO directors):

• Annual cash retainer: $72,000 (effective October 1, 2022) .
• Committee chair additional annual retainer: $10,000; Chairman of the Board additional annual retainer: $10,000 .
• Retainers paid quarterly; directors may elect health insurance benefits, with value included in compensation disclosures .

2024 compensation (Brown):

Notes:

• Brown’s cash reflects base retainer plus committee chair fee ($72,000 + $10,000) .
• “All other” includes dividends paid on unvested restricted stock (no additional per-meeting fees disclosed) .

Performance Compensation

Directors receive annual restricted stock grants with pro-rata three-year vesting; all unvested awards accelerate upon a change-in-control .

Additional details:

• Director equity grant policy: beginning 2023, $53,000 annual stock grants for each non-CEO director; values computed at grant based on NASDAQ closing price (e.g., $11.86 on Dec 5, 2024) .
• Dividends on unvested restricted stock are included in “All Other Compensation” .

Other Directorships & Interlocks

Network context:

• The Board includes a significant shareholder representative: Michael W. Schechter (TowerView LLC ~18% beneficial ownership via entity; Schechter disclaims beneficial ownership), which can shape governance dynamics; not directly an interlock for Brown but relevant to board composition .

Expertise & Qualifications

• 38+ years in broadcast industry; 14 years as president of a public-company radio division .
• Education: Bachelor of Journalism (University of Missouri); Bachelor of Law (Atlanta Law School) .
• Industry leadership: NAB and Associated Press advisory roles; awards (NAB 2004; MFM 2006) .

Equity Ownership

Policies and restrictions:

• Hedging, short sales, options trading, and holding stock in margin accounts are prohibited under the Code of Business Conduct and Ethics; no pledging disclosed .

Insider Trades

Governance Assessment

• Strengths:

  • Independent director with deep operating experience in broadcasting; longstanding tenure since 2004 .
  • High engagement across core committees: Compensation (Chair), Audit (member), Nominating (member); Board and committee meeting cadence in 2024 evidences active oversight (Board: 10; Audit: 7; Compensation: 6; Nominating: 2) .
  • Equity alignment via annual restricted stock; dividend participation; stock ownership guideline met (14,826 shares vs 1,250 guideline) .
  • Robust ethics policy prohibiting hedging/short sales/margin accounts .

• Watch items / potential red flags:

  • Committee concentration: Brown chairs Compensation and serves on Audit and Nominating, which concentrates influence; mitigated by independent chairs on other committees and audit financial experts designated elsewhere .
  • Long tenure (since 2004) may raise entrenchment concerns for some investors, though independence and active committee service persist .
  • Related-party environment: Company disclosures include employment relationships involving the Christian family and trust arrangements; no Brown-specific related-party transactions disclosed, but continued Finance & Audit Committee oversight is important .
  • Significant shareholder representation on Board (TowerView LLC via Schechter) can influence governance dynamics; requires vigilance for minority shareholder interests .

Overall, Brown’s committee leadership and independence support board effectiveness; equity participation and compliance with ownership guidelines enhance alignment. Investors should monitor compensation decision rigor (as Compensation Chair), audit oversight quality (as Audit member), and any evolving related-party exposures at the company level .