Roy Coppedge III
About Roy F. Coppedge III
Independent director of Saga Communications, Inc. (SGA); Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. Age 76; educated at Harvard College and Harvard Business School. Former Managing Director and founding partner at Boston Ventures/BV Investment Partners (1983–2012) and Senior Advisor (2012–2017), with extensive media-sector investing and board experience; joined SGA’s Board in June 2013. The Board has determined he is independent under NASDAQ rules; in 2024, each incumbent director attended at least 80% of Board/committee meetings (Board met 10 times).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BV Investment Partners (formerly Boston Ventures Management) | Senior Advisor | 2012–2017 | Helped raise seven limited partnership funds totaling >$2B; broad media, communications, broadcasting investing focus. |
| Boston Venture Management / Boston Ventures Partners | Managing Director; Founder/Managing Director; Founder/GP | 1983–2012 | Board member of 15 media-related companies, including Duffy Broadcasting, Backyard Broadcasting, and River City Broadcasting. |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the 2025 proxy for Mr. Coppedge. |
| Prior notable board service | Board member of 15 media-related companies, including Duffy Broadcasting, Backyard Broadcasting, River City Broadcasting. |
Board Governance
- Independence and attendance
- Independent under NASDAQ rules.
- Board held 10 meetings in 2024; each incumbent director attended ≥80% of Board and relevant committee meetings.
- Leadership structure and executive sessions
- Independent Chairman of the Board (Warren S. Lada); CEO and Chair roles separated. Independent directors meet in regular executive sessions presided over by the Chair.
- Committee assignments and activity (2024)
- Nominating & Corporate Governance Committee (NCGC): Chair – Roy F. Coppedge III; 2 meetings; all members independent; charter approved Feb 2, 2023.
- Compensation Committee: Member – Roy F. Coppedge III; 6 meetings; all members independent; charter updated Feb 2, 2023.
- Finance & Audit Committee (for context): 7 meetings; independent; designated financial experts.
- Cybersecurity Subcommittee (for context): 5 meetings; established Dec 7, 2023.
Fixed Compensation
| Component (Director, 2024) | Amount |
|---|---|
| Annual cash retainer (policy) | $72,000 |
| Committee chair retainer (policy) | $10,000 |
| Fees earned or paid in cash (actual) | $82,000 |
| Stock awards (restricted stock; grant-date fair value) | $53,002 |
| All other compensation (dividends on unvested RS) | $12,808 |
| Total | $147,810 |
Notes:
- Beginning in 2023, each non-employee director receives stock grants of $53,000 annually; retainers are paid quarterly.
- Chairman of the Board receives an additional $10,000 annual retainer; committee chairs $10,000.
Performance Compensation
| Metric | 2022 Grant | 2023 Grant | 2024 Grant |
|---|---|---|---|
| Grant date | Dec 15, 2022 | Dec 7, 2023 | Dec 5, 2024 |
| Restricted shares granted (Coppedge) | 1,137 | 2,597 | 4,469 |
| Vesting schedule | 1/3 on Nov 6, 2023, 2024, 2025 | 1/3 on Dec 15, 2024, 2025, 2026 | 1/3 on Dec 15, 2025, 2026, 2027 |
| Grant-date fair value ($) | — | — | $53,002 (valued at $11.86/share) |
| Change-in-control treatment | All unvested restricted stock vests if the reporting person is a director at CoC. |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed in the 2025 proxy for Mr. Coppedge. |
| Board/investor interlocks (context) | Fellow director Michael W. Schechter is associated with TowerView LLC; TowerView reported 18.0% ownership, with Schechter disclaiming beneficial ownership of TowerView shares. |
Expertise & Qualifications
- 25+ years private equity investing with deep media/broadcasting domain expertise; raised seven funds totaling >$2B.
- Prior board experience across 15 media-related companies (incl. radio).
- Harvard College and Harvard Business School.
- Independent director; chairs NCGC; serves on Compensation Committee.
Equity Ownership
| Ownership item | Detail |
|---|---|
| Beneficial ownership (Class A) as of March 14, 2025 | 12,820 shares; <1% of outstanding. |
| Unvested restricted stock as of Dec 31, 2024 | 6,579 shares. |
| Director stock ownership guideline | 1,250 shares within five years; applies to all non-employee directors. |
| Compliance status | Exceeds guideline (owns 12,820 shares vs. 1,250 required). |
| Hedging/pledging policy | Company Code prohibits hedging, short sales, options on Company stock, and holding Company stock in margin accounts. |
Governance Assessment
-
Strengths
- Independent director with relevant sector expertise; chairs NCGC and serves on Comp Committee, both fully independent and active (2 and 6 meetings, respectively, in 2024).
- Board independence and oversight enhanced by independent Chairman and regular executive sessions.
- Attendance: all incumbents met the ≥80% threshold in 2024; Board met 10 times.
- Ownership alignment: holds 12,820 shares and exceeds the 1,250-share guideline.
- Anti-hedging/anti-margin policy strengthens alignment and risk control.
-
Watch items / potential red flags
- Single-trigger acceleration of director restricted stock upon change-in-control (vests if serving as a director at CoC), which some investors view as less performance-aligned.
- Directors receive dividends on unvested restricted stock (included in “All Other Compensation”).
- Ownership concentration context: TowerView LLC at 18.0% beneficial ownership and Christian Trust at 14.6% may influence governance dynamics (not directly tied to Mr. Coppedge).
-
Related-party/conflict controls
- Finance & Audit Committee reviews and must approve related-party transactions; policy requires arm’s-length terms and annual review of any ongoing relationships. No specific transaction involving Mr. Coppedge is described in the proxy.