Bill Wilson
About Bill Wilson
Bill Wilson is Chief Executive Officer and a director of Townsquare Media, Inc., serving as CEO since January 2019, co-CEO from October 2017, and previously Executive Vice President and Chief Content & Digital Officer since joining in September 2010; he has served on the board since March 2018 and is age 56 as of the 2025 Annual Meeting . He earned a BA and BS summa cum laude in economics and business management from SUNY Stony Brook and an MBA with honors from Rutgers; prior roles include President of AOL Media (2006–2010) and senior leadership at Bertelsmann Music Group/Arista Records (1992–2001) . Company TSR (value of $100 initial investment) moved from $54.39 in 2022 to $84.83 in 2023 and $79.73 in 2024, while net income shifted from $14.4M in 2022 to losses of $43.0M in 2023 and $10.9M in 2024; the proxy notes significant impairment charges in 2023–2024 that affected results . He is not an independent director and does not serve on board committees; the board regularly holds independent director executive sessions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Townsquare Media, Inc. | CEO; Co-CEO; EVP Chief Content & Digital Officer | CEO since Jan 2019; Co-CEO Oct 2017–Jan 2019; EVP since Sep 2010 | Led digital operations; executive leadership continuity and strategy execution |
| AOL | President of AOL Media; earlier EVP/President roles | 2006–May 2010; at AOL since 2001 | Grew content sites to >75M US and >150M global monthly uniques |
| Bertelsmann Music Group/Arista | SVP Worldwide Marketing; Product Manager (Arista) | 1992–2001 | Global artist marketing across >50 countries; major artist successes; Live 8 Emmy award (2006) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Association of Broadcasters (NAB) | Radio Board Chair; Executive Board Member | Chair since Jun 2021; Executive Board since 2020 | Elected Chair; industry leadership |
| Industry Recognition | Various awards/recognitions | 2003–2022 | Radio Ink “Most Powerful in Radio” (2018–2022); 2021 “Executive of the Year”; Hollywood Reporter “Next Generation”; Digital Power List |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,450,000 | 1,450,000 | 1,450,000 |
| Target Bonus (% of Salary) | 100% (per employment agreement) | 100% | 100% |
| Actual Bonus Paid ($) | 2,900,000 (includes one-time retention bonus) | 1,305,000 | 1,450,000 |
| All Other Compensation ($) | 119,145 | 183,958 | 210,036 |
Notes: The annual cash bonus is discretionary under the Annual Performance Plan and historically capped at 200% of target; 2024 bonuses were paid at 100% of target in January 2025 .
Performance Compensation
| Incentive Type | Metric | Target/Hurdles | Measurement Window | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Performance RSUs (Jan 2023 grant) | Stock price performance (VWAP) | VWAP hurdles: $8.74, $10.75, $13.05 | 20 consecutive trading days; performance period ends Jan 18, 2026 | Roughly one-third vests per hurdle achieved | Cliff vest at end of performance period, subject to continued service |
| Time-based RSUs (Jan 2023 grant) | Service | N/A | N/A | N/A | 33.33% annually over 3 years from grant date, subject to continued service |
| Performance RSUs (Dec 2023 grant for 2024 service) | Stock price performance (VWAP) | VWAP hurdles: $12.40, $14.40, $16.40 | 20 consecutive trading days; performance period ends Dec 28, 2026 | Roughly one-third vests per hurdle achieved | Cliff vest at end of performance period, subject to continued service |
| Time-based RSUs (Dec 2023 grant for 2024 service) | Service | N/A | N/A | N/A | 33.33% annually over 3 years from grant date, subject to continued service |
| Stock Options (Oct 2022 grants) | Stock price performance (VWAP) and service | Two tranches: performance-based VWAP vesting; and time-based 33.33% annually | Performance tranche measured over 5-year period; time-based over 3 years | Options have value only above exercise price | Performance options vest on VWAP hurdles; time-based options vest annually |
The Compensation Committee also granted options in prior years (2015 fully vested subject to transfer restrictions; 2018/2020/2023 time-based vest schedules); grants and vesting were not timed to MNPI release, per policy .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 1,935,780 Class A shares; 12.0% of Class A; 11.1% total across classes; includes 1,305,613 shares underlying exercisable options |
| Options (Exercisable) | 151,774 (10/7/2022, $7.59); 215,889 (10/7/2022, $7.59); 250,000 (12/21/2020, $6.57); 600,000 (5/31/2018, $6.31); 87,950 (8/19/2015, $8.74) |
| Options (Unexercisable) | 227,088 (10/7/2022, performance); 107,945 (10/7/2022, time-based) |
| RSUs Unvested (Time-based) | 165,563 (Jan 2023; $1,504,967 market value at $9.09); 76,523 (Dec 2023; $695,594) |
| RSUs Unearned (Performance) | 55,188 (Jan 2023; $501,658 market value at $9.09); 76,526 (Dec 2023; $695,621) |
| Hedging/Derivatives | Company policy prohibits trading in derivatives related to company equity and establishes blackout periods; 10b5-1 plans must comply with legal requirements |
| Pledging | No explicit pledging policy disclosure; not stated in the proxy |
Note: Market values above use $9.09 closing price on 12/31/2024 as disclosed . Director stock ownership guidelines apply to non-employee directors; executive ownership guidelines are not disclosed in the proxy .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Ends Oct 7, 2027; auto-renews for 1-year periods |
| Base Salary & Target Bonus | Base salary $1,450,000; target annual bonus 100% of base salary (retroactive to Jan 1, 2022) |
| Sign-on/Retention | Lump-sum sign-on bonus $1,450,000 with one-year clawback (no longer in effect) |
| Severance (non-CoC) | If terminated without Cause, resign for Good Reason, or non-renewal: prorated current-year bonus; 1.5x (salary + target bonus) for Wilson; COBRA premiums up to 18 months; 50% of unvested equity vests |
| Severance (Change in Control) | Termination without Cause or for Good Reason within 24 months after CoC or 12 months before CoC: 2.5x (salary + target bonus); 100% of unvested equity vests; COBRA premiums up to 24 months |
| Non-Compete/Non-Solicit | Applies during employment and for 24 months post-termination |
| Clawback | Dodd-Frank compliant recovery of incentive-based compensation upon specified financial restatements; 3-year recovery period; no indemnification allowed |
| Good Reason Definition | Material reduction in duties/salary/bonus, material breach, or going-private transaction; cure rights apply |
| Cause Definition | Criminal acts involving fraud/dishonesty, fraud/embezzlement, willful misconduct, material policy violations (with cure), refusal to perform duties, material agreement violations, intoxication/illegal drugs |
Board Governance
- Role: CEO and Class III director; joined the board in March 2018; term for Class III expires at 2026 annual meeting .
- Independence: Not independent; employed by the company .
- Committees: Does not serve on Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: All directors attended ≥75% of board and committee meetings in 2024; independent director executive sessions held regularly (presided by Gary Ginsberg) .
- Dual-role implications: Executive Chairman (Steven Price) presides over the board; no Lead Independent Director; majority independent board and fully independent committees partially mitigates dual-role governance concerns .
Director Compensation (as applicable)
- Employee directors historically do not receive separate director compensation; the 2019 proxy noted Mr. Wilson did not receive compensation for board service when appointed in 2018 .
- Non-employee director program details (retainers, equity, and ownership guidelines) are disclosed for reference but do not apply to Mr. Wilson .
Compensation Structure Analysis
- Shift toward equity-based incentives with explicit stock-price performance hurdles (VWAP) for RSUs and performance options since 2022; target TDC positioned between market median and 75th percentile versus defined peer group (Audacy, iHeartMedia, Magnite, PubMatic, etc.) .
- Annual bonuses remain discretionary with historical 200% cap; in 2024, payouts were at 100% of target for all NEOs, aligning cash compensation with committee’s assessment of performance .
- Clawback policy strengthens pay-for-performance alignment on restatement risk; hedging prohibitions support long-term alignment .
- Tax gross-ups present on automobile allowance, noted as shareholder-unfriendly by some investors; Mr. Wilson’s 2024 gross-ups totaled $38,416 .
Multi-year Compensation Summary (PEO)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Compensation ($) | 7,611,501 | 7,069,743 | 3,110,036 |
| Salary ($) | 1,450,000 | 1,450,000 | 1,450,000 |
| Bonus ($) | 2,900,000 | 1,305,000 | 1,450,000 |
| Stock Awards ($) | 603,500 | 4,130,785 | — |
| Option Awards ($) | 2,538,856 | — | — |
| All Other Compensation ($) | 119,145 | 183,958 | 210,036 |
Outstanding Equity Detail (as of 12/31/2024)
| Category | Count | Market Value ($) |
|---|---|---|
| Time-based RSUs (Jan 2023) | 165,563 | 1,504,967 |
| Time-based RSUs (Dec 2023) | 76,523 | 695,594 |
| Performance RSUs (Jan 2023) | 55,188 | 501,658 |
| Performance RSUs (Dec 2023) | 76,526 | 695,621 |
| Options – Exercisable | 1,305,613 | In-the-money value depends on share price; exercise prices $6.31–$8.74 |
| Options – Unexercisable | 335,033 | Performance and time-based tranches at $7.59 exercise |
Market values above use $9.09 closing price on 12/31/2024 per proxy .
Performance & Track Record
- Led Townsquare’s digital operations since 2010 and overall corporate strategy since co-CEO/CEO transition; recognized multiple times as a top industry executive by Radio Ink and other publications .
- Company TSR improved materially in 2023 before moderating in 2024; net losses narrowed in 2024 amid lower impairment charges versus 2023, indicating potential operating stabilization despite non-cash writedowns .
Risk Indicators & Red Flags
- Hedging/derivative transactions by insiders prohibited; blackout enforcement present .
- Tax gross-ups on perquisites present (e.g., automobile allowance), which some governance frameworks view negatively; $38,416 gross-up for Wilson in 2024 .
- Significant reliance on equity tied to stock price hurdles creates potential for concentrated vesting events and subsequent sales; unvested/uneared RSU blocks are sizable as of year-end 2024 .
Compensation Peer Group & Governance Feedback
- Peer group used for benchmarking includes Audacy, iHeartMedia, Magnite, PubMatic, Yelp, among others; target TDC positioned between median and 75th percentile .
- 2025 annual meeting proposals did not include say-on-pay; director elections and auditor ratification passed with strong support (e.g., auditor ratification >99% of votes cast) .
Investment Implications
- Alignment: The equity mix emphasizes multi-year stock price hurdles (VWAP) and time-based vesting, aligning Wilson’s upside with TSR; combined with the Dodd-Frank clawback and hedging prohibitions, structure supports long-term alignment despite discretionary cash bonuses .
- Retention: Robust severance and CoC protections (up to 2.5x salary+target bonus and full acceleration) reduce departure risk but increase transaction-related costs; 24-month non-compete/non-solicit strengthens post-departure protection .
- Trading signals: Upcoming RSU vesting anniversaries and potential VWAP-trigger achievements through late 2026 may create selling pressure; large blocks of options expiring 2028–2032 at exercise prices ~$6–$9 could be exercised on sustained price strength, potentially impacting float and insider transaction cadence .
- Governance: CEO-director dual role with an Executive Chairman and no Lead Independent Director warrants monitoring; however, majority-independent board, fully independent committees, and regular executive sessions provide counterbalances .