Timothy Clarke
About Timothy J. Clarke
Independent director of Saga Communications, Inc. (SGA); age 80; director since December 2013. Founder and President/Owner of Clarke Company (formerly Clarke Advertising & Public Relations) with 25+ years in advertising/PR; founder and Chairman of Gulfside Bank (Sarasota, FL) established in 2018, raising $23 million and recruiting the organizing board and senior officers. Designated audit committee financial expert; core credentials in advertising, marketing, banking, and board-level financial oversight .
Past Roles
| Organization | Role | Tenure | Highlights |
|---|---|---|---|
| Clarke Company (formerly Clarke Advertising & Public Relations) | President & Owner | 1987–present | Led full-service brand marketing agency including creation/placement of radio and TV commercials |
| Gulfside Bank (Sarasota, FL) | Founder; Chairman of the Board | 2018–present | Organized board, recruited senior officers, raised $23M capital, secured charter |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gulfside Bank (private) | Chairman of the Board | 2018–present | Governance and oversight of community bank; founder-led capital formation and charter process |
No other public company directorships disclosed for Mr. Clarke .
Board Governance
- Independence: Board determined Mr. Clarke is an “independent” director under NASDAQ listing standards; independent directors constitute a majority of the Board .
- Committee Assignments:
- Finance and Audit Committee: Chair; designated audit committee financial expert; committee held 7 meetings in 2024 .
- Cybersecurity Subcommittee (under Finance & Audit): Member; subcommittee held 5 meetings in 2024 .
- Not on Compensation Committee or Nominating & Corporate Governance Committee (membership disclosed separately) .
- Attendance & Engagement: Board met 10 times in 2024; each incumbent director attended at least 80% of Board and applicable committee meetings. Clarke attended the 2024 Annual Meeting of Shareholders in person .
- Board leadership: Independent Chairman (Warren S. Lada) presides over executive sessions of independent directors; guidelines call for regular executive sessions without management .
Fixed Compensation
| Component (Director, 2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $82,000 |
| Committee chair retainer embedded in above (Finance & Audit Chair) | $10,000 (policy) |
| Chairman of Board retainer (not applicable to Clarke) | $10,000 (policy) |
| All other compensation (primarily dividends on unvested restricted stock) | $13,619 |
| Total | $148,621 |
Policy context:
- Director cash retainer increased to $72,000 beginning Oct 1, 2022; committee chair retainer $10,000; Chairman of the Board $10,000 .
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | Dec 5, 2024 | 4,469 | $53,002 (valued at $11.86/share) | Vests one-third on Dec 15, 2025, 2026, 2027; full vesting on change-in-control if serving as director |
| Restricted Stock (Director annual grant) | Dec 7, 2023 | 2,597 | Included in director equity policy (stock grants of $53,000 annually beginning 2023) | Vests one-third on Dec 15, 2024, 2025, 2026; change-in-control acceleration if serving as director |
| Restricted Stock (Director grant) | Dec 15, 2022 | 1,388 | Policy transition to higher retainers began in late 2022 | Vests one-third on Nov 6, 2023, 2024, 2025; change-in-control acceleration if serving as director |
Additional terms:
- Directors may elect Company-offered health insurance (paid out-of-pocket or via retainer); dividends on unvested restricted stock included in “All Other Compensation” .
Other Directorships & Interlocks
| Company | Relationship to SGA | Notes |
|---|---|---|
| Gulfside Bank | No related-party transactions disclosed | No SGA transactions disclosed with entities associated with Mr. Clarke |
No disclosed interlocks with competitors/suppliers/customers; related-party transactions involve Christian family members, reviewed/approved by the Finance & Audit Committee per policy .
Expertise & Qualifications
- Designated audit committee financial expert (SEC definition) .
- Deep advertising/marketing experience with radio/TV placements; bank founding and governance experience .
- Board-level risk oversight: Chairs Finance & Audit; member of Cybersecurity Subcommittee overseeing cyber risk and technology resiliency investments .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Class A) as of Mar 14, 2025 | 13,057 shares; <1% of outstanding |
| Unvested restricted stock (as of Dec 31, 2024) | 6,662 shares |
| Ownership guideline | Directors must hold and maintain 1,250 shares within five years; Clarke meets/exceeds |
| Options (exercisable/unexercisable) | None disclosed for directors; restricted stock is primary equity |
| Hedging/pledging | Hedging, short sales, options trading, and margin accounts prohibited by Code of Business Conduct and Ethics |
Governance Assessment
- Board effectiveness: Clarke’s dual role as Audit Chair and audit committee financial expert strengthens financial reporting oversight; seven Audit meetings and active cyber oversight (five Subcommittee meetings) indicate robust engagement .
- Independence & attendance: Independent status, ≥80% attendance in 2024, and Annual Meeting participation support engagement and investor confidence .
- Pay alignment: Director compensation blends cash ($82k) and equity ($53k annual RS grant), with dividends on unvested stock; equity vests over 3 years with change-of-control acceleration—common but watch for broad acceleration provisions from an investor alignment perspective .
- Ownership alignment: 13,057 shares owned vs. 1,250-share guideline; no pledging/hedging per policy—positive alignment .
- Conflicts/related-party exposure: No transactions disclosed involving Clarke; related-party hires in the Christian family exist but subject to Audit Committee review; as Audit Chair, Clarke’s role in reviewing related-party matters is a point of accountability rather than a conflict itself .
- Shareholder feedback: 2024 Say-on-Pay support at 73.9%—adequate but below best-in-class; continued monitoring advisable .
RED FLAGS: None directly tied to Timothy J. Clarke disclosed. Note general change-in-control accelerated vesting for director equity (monitor for governance best practices) .