Michael Schechter
About Michael W. Schechter
Independent director of Saga Communications (SGA), age 60, serving since May 2023. He is a long-tenured investment professional, partner at TowerView LLC since 1991 and previously an analyst at Donaldson Lufkin & Jenrette; the Board designates him an “audit committee financial expert.” He is deemed independent under NASDAQ rules and serves on multiple Board committees, including chairing the Cybersecurity Subcommittee. He also serves on the board of Emmis Corporation since August 2021.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TowerView LLC | Partner | 1991–present | Significant media investing experience; TowerView is a major SGA shareholder (1,161,144 shares). |
| Donaldson Lufkin & Jenrette | Analyst | Prior to 1991 | Capital markets and research background. |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Emmis Corporation | Director | Aug 2021 | Media industry board service. |
Board Governance
- Independence status: The Board determined Mr. Schechter is independent under NASDAQ listing requirements.
- Committee memberships:
- Finance and Audit Committee member; designated “audit committee financial expert.”
- Nominating and Corporate Governance Committee member.
- Cybersecurity Subcommittee chair (a subcommittee of the Finance & Audit Committee).
- Board/committee activity:
- Board met 10 times in 2024; each incumbent director attended at least 80% of Board and committee meetings on which they served.
- Finance & Audit Committee held 7 meetings in 2024.
- Cybersecurity Subcommittee held 5 meetings in 2024.
- Nominating & Corporate Governance Committee held 2 meetings in 2024.
- Board leadership: Independent Chairman of the Board; executive sessions of independent directors are held regularly and presided over by the Chairman.
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $72,000 | Paid quarterly to non-employee directors. |
| Committee chair fee | $10,000 | Additional retainer for committee chair roles; Schechter is Cybersecurity Subcommittee chair. |
| Total cash fees (2024) | $82,000 | Sum of cash retainer and chair fee. |
| Equity grant (2024) | $53,002 | Annual restricted stock grant; vests pro-rata Dec 15, 2025–2027. |
| All other compensation (2024) | $5,454 | Dividends on unvested restricted stock. |
| Total (2024) | $140,456 | Combined cash, equity FV, and other. |
- Director compensation structure (program-wide): Cash retainer $72,000; committee chair $10,000; Chairman of the Board +$10,000; annual stock grants $53,000; directors must hold 1,250 shares within five years.
Performance Compensation
- No performance-conditioned equity or options disclosed for directors; equity grants are time-vested restricted stock. | Metric/Condition | Disclosure | |---|---| | Performance metrics tied to director pay | Not specified in proxy; director equity grants are time-based. | | Change-in-control vesting | Director restricted stock vests upon change-in-control if serving at that time. |
Other Directorships & Interlocks
| Entity | Type | Relationship | Governance Consideration |
|---|---|---|---|
| TowerView LLC | Investment firm | Schechter is a member/partner; TowerView holds 1,161,144 SGA shares (18.0%). Schechter may be deemed to beneficially own TowerView’s shares but disclaims beneficial ownership. | Potential alignment via significant stake; monitor for conflicts in votes or transactions involving large shareholders. |
| Emmis Corporation | Public company | Director since Aug 2021. | Media industry exposure; assess information flow/interlocks case-by-case. |
Expertise & Qualifications
- Audit committee financial expert designation; service on Finance & Audit and Nominating & Governance committees.
- 35+ years in investment industry focused on media; capital allocation and risk management experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Michael W. Schechter | 1,167,128 | 18.1% | Includes 1,161,144 shares owned by TowerView LLC; Schechter, as a member of TowerView, may be deemed beneficial owner but disclaims beneficial ownership of TowerView shares. |
| Unvested restricted stock (Schechter, as of 12/31/2024) | 5,479 | — | Grants from 12/7/2023 (1,515 shares) and 12/5/2024 (4,469 shares); vest 1/3 on 12/15/2025–2027. |
| Director ownership guideline | 1,250 shares (requirement) | — | Achieve within five years of joining the Board. |
- Insider trading/pledging policy: Hedging, short sales, options trading, and holding Company stock in margin accounts violate the Code of Business Conduct and Ethics.
- Section 16 compliance: The proxy indicates directors’ Section 16 filings were timely for 2024; exception noted for an unrelated trust filing late.
Governance Assessment
- Committee effectiveness: Schechter enhances financial oversight (audit financial expert) and chairs the Cybersecurity Subcommittee, which met 5 times in 2024, signaling focused risk governance on cyber.
- Independence and attendance: Board deems him independent; Board met 10 times; all incumbents achieved ≥80% attendance—baseline engagement signal.
- Alignment vs conflicts: Significant stake alignment via TowerView’s 18.0% holding, but potential conflict risk exists given fund affiliation; Schechter disclaims beneficial ownership of TowerView shares, and the Board’s related-party policy mandates Finance & Audit Committee review/approval of any such transactions. No Schechter-specific related-party transactions are disclosed.
- Director compensation mix: Predominantly fixed cash plus time-vested restricted stock; no performance-conditioned director equity—low risk of pay-for-performance misalignment at director level.
- Shareholder sentiment: 2024 say-on-pay support at 73.9% suggests moderate investor confidence in compensation oversight.
- Policy safeguards: Prohibitions on hedging/margin accounts and regular independent executive sessions support governance quality.
Additional Detail: Director Equity Vesting Schedule (Schechter)
| Grant Date | Shares | Vesting | Notes |
|---|---|---|---|
| 12/5/2024 | 4,469 | 1/3 on 12/15/2025, 12/15/2026, 12/15/2027 | Class A restricted stock; accelerates on change-in-control if director at occurrence. |
| 12/7/2023 | 1,515 | 1/3 on 12/15/2024, 12/15/2025, 12/15/2026 | Same terms as above. |
Risk Indicators & Red Flags
- Large shareholder affiliation: Monitor potential conflicts from TowerView’s significant ownership; ensure recusals where appropriate.
- No disclosed hedging/pledging or related-party transactions involving Schechter; Section 16 compliance reported.
Compensation Peer Group (for benchmarking context)
- Committee reviews peers in industry for executive pay context (not formal benchmarking), including Beasley, Cumulus, Entravision, Urban One, Salem, Townsquare, Sirius XM, Spanish Broadcasting System.
Say-On-Pay & Shareholder Feedback
| Year | Say-On-Pay Approval | Notes |
|---|---|---|
| 2024 | 73.9% (excluding broker non-votes) | Committee continued practices following review. |
Insider Trades (Compliance Snapshot)
| Item | Schechter Status | Source |
|---|---|---|
| FY2024 Section 16 filings | Timely; no late filings indicated for Schechter | Proxy disclosure. |
Summary Implications for Investors
- Strong committee presence (audit financial expert; cyber chair) and independence support board effectiveness; meeting cadence/attendance signals baseline engagement.
- Ownership alignment is high via TowerView stake; conflict risk should be monitored, with Finance & Audit Committee policy oversight mitigating exposures; no Schechter-related party transactions disclosed.
- Director pay is conservative and time-based; governance policies (hedging/margin prohibitions, executive sessions) bolster confidence.