Warren Lada
About Warren S. Lada
Warren S. Lada (age 70) is Chairman of the Board at Saga Communications (SGA). He has served as a director since May 2018, was Chief Operating Officer from March 2016 to June 30, 2018, and served as Interim President and CEO from August 22, 2022 to December 7, 2022. He holds a bachelor’s degree in Communication Arts from the University of Wisconsin and has over 43 years of broadcast industry experience, including executive roles at Saga since 1991 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saga Communications, Inc. | Chairman of the Board | Since Dec 2022 | Presides over independent director executive sessions; oversees potential conflicts; liaises with management |
| Saga Communications, Inc. | Director | Since May 2018 | Independent director under NASDAQ rules |
| Saga Communications, Inc. | Interim President & CEO | Aug 22, 2022 – Dec 7, 2022 | Leadership continuity post-CEO transition |
| Saga Communications, Inc. | Chief Operating Officer | Mar 2016 – Jun 30, 2018 | Corporate operations leadership |
| Saga Communications, Inc. | VP/GM, Springfield MA; Regional VP, New England | Various since 1991 | Market and regional operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Radio Advertising Bureau (RAB) | Executive Board of Directors | Not disclosed | Industry advocacy and standards |
| Radio Music License Committee (RMLC) | Board Member | Not disclosed | Music licensing oversight interface |
Board Governance
- Independence: The Board determined Mr. Lada is “independent” under NASDAQ listing requirements and the company’s Corporate Governance Guidelines .
- Leadership: As independent Chairman, Lada manages Board/committee functioning, sets agendas, presides over independent director executive sessions, oversees potential conflicts, and acts as liaison to management .
- Committee assignments: Member of the Compensation Committee alongside Brown (Chair) and Coppedge; committee held 6 meetings in 2024 and administers incentive/stock plans . He is not listed on the Finance & Audit Committee (members: Clarke (Chair), Brown, Schechter), which held 7 meetings in 2024 .
- Attendance: The Board met 12 times in 2023; each incumbent director attended at least 75% of Board and committee meetings where they served .
- Risk oversight: Finance & Audit oversees risk related to financial reporting; Cybersecurity Subcommittee monitors cyber risk. Independent director executive sessions are regular; Chairman presides .
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Cash fees | $82,000 | $82,000 |
| Stock awards (grant-date value) | $53,005 | $53,002 |
| All other compensation (incl. dividends on unvested RS) | $5,344 | $12,957 |
| Total | $140,349 | $147,959 |
Notes:
- 2024 director stock award values calculated using $11.86 NASDAQ closing price on Dec 5, 2024 .
- 2023 director stock award values calculated using $20.41 NASDAQ closing price on Dec 7, 2023 .
Performance Compensation
| Award Type | Grant/Reference | Vesting Schedule | Performance Metrics | Change-in-Control Treatment |
|---|---|---|---|---|
| Restricted Stock (Class A) | 2024 director grant ($53,002; 6,600 shares) | One-third on Dec 15, 2025, 2026, 2027 | None disclosed (time-based) | All unvested RS vest if director at time of change-in-control |
| Restricted Stock (Class A) | 2023 director grant ($53,005) | One-third on Dec 15, 2024, 2025, 2026 | None disclosed (time-based) | All unvested RS vest if director at time of change-in-control |
| Restricted Stock (Class A) | Outstanding awards as of 12/29/2023 | 12/7/2023: 2,597 sh ($57,809); 12/15/2022: 801 sh ($17,830); 12/10/2021: 246 sh ($5,476); values based on $22.26 close | None disclosed (time-based) | Vest on change-in-control if still director |
Other Directorships & Interlocks
- No other public company directorships disclosed; external boards noted are industry bodies (RAB, RMLC) .
Expertise & Qualifications
- Education: BA, University of Wisconsin (Communication Arts) .
- Industry experience: 43+ years in broadcast; long-tenured Saga executive and director .
- Governance: Independent Chairman; Compensation Committee member; prior executive leadership roles support board effectiveness .
Equity Ownership
| Metric | 2023 (as of Mar 20) | 2024 (as of Mar 15) |
|---|---|---|
| Beneficial ownership (Class A shares) | 23,305 | 25,902 |
| Percent of Class A | Not material (“*”) | Not material (“*”) |
Outstanding/unvested equity detail:
- Unvested RS held by Lada (director cohort disclosure): 6,600 shares as of Dec 31, 2024 for the 2024 grant; vesting one-third on Dec 15, 2025/2026/2027 .
- As of Dec 29, 2023, unvested RS by grant: 2,597 (12/7/2023), 801 (12/15/2022), 246 (12/10/2021); total value $57,809, $17,830, and $5,476 respectively based on $22.26/share .
Governance Assessment
- Independence and separation of roles: Lada’s status as independent Chairman and separation from the CEO role strengthen oversight and investor confidence; independent director executive sessions and formal conflict oversight are explicit .
- Committee influence: As a Compensation Committee member, Lada participates in CEO/executive pay recommendations and administration of incentive plans; the committee met 6 times in 2024, signaling active oversight .
- Attendance and engagement: Board met 12 times in 2023; all directors met at least the 75% attendance threshold, supporting board effectiveness .
- Alignment via equity: Director pay includes meaningful equity grants with multi-year vesting; unvested RS accelerate on change-in-control, which is common but reduces retention risk in control events .
- RED FLAGS:
- Executive change-in-control agreements include excise tax gross-ups (Section 280G/4999) — an investor-unfriendly feature that the Compensation Committee oversees broadly; presence of gross-ups raises governance concern on pay practices .
- Accelerated vesting of director RS on change-in-control can dilute long-term alignment if a transaction closes; investors should weigh this against independence safeguards .
- Related-party oversight: Proxy outlines a formal policy requiring Finance & Audit review and approval of related-party transactions; no specific related-party transactions involving Lada are disclosed in the cited materials .
Employment & Contract Highlights (Interim CEO Service)
- Base salary: $750,000 annualized during interim CEO tenure (Aug 21–Dec 6, 2022) .
- Bonus: Eligible for discretionary bonus determined by the Compensation Committee .
- Perquisites: Local transportation up to three days/week for commute; eligible for employee benefits (including 401(k)) upon meeting eligibility; reimbursement for reasonable business expenses .
Compensation Committee Analysis
- Composition: Brown (Chair), Coppedge, Lada — all independent under NASDAQ and SEC rules .
- Consultant authority: Committee may retain/terminate independent advisors and compensation consultants; charter last updated Feb 2, 2023 .
- Activity: 6 meetings in 2024; oversight of 2023 Incentive Compensation Plan, 2005 Incentive Compensation Plan, and CEO Annual Incentive Plan .
Implications for investors: Lada’s extensive operating background and independent chair role support board oversight. However, executive CIC gross-ups and automatic acceleration of director RS upon change-in-control are governance drawbacks; monitor Compensation Committee decisions and any future changes to CIC provisions and director equity design .