David Lebow
About David Lebow
David Lebow (age 63) has served as a director of Townsquare Media since 2010 and is designated a Class I director with a term through the 2027 annual meeting. He is independent under SEC and NYSE rules and currently serves as Chief of Staff at DraftKings, Inc. He holds a degree in broadcast communications management from Ithaca College (1983) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Townsquare Media, Inc. | Director (Class I) | 2010–present | Member of Audit, Compensation, and Nominating & Corporate Governance Committees |
| DraftKings, Inc. | Chief of Staff | 2018–present (joined April 2018) | Senior operating role; not a TSQ committee |
| YP | Chief Revenue Officer | Until Apr 2017 | Led ~3,000-person sales org |
| Group Commerce | President–Revenue | From Jun 2011 | Revenue leadership |
| Oberon Media, Inc. | Acting CEO & Director | Oct 2010–Feb 2011 | Interim leadership |
| Internet Broadcasting Systems | CEO/President; Director | Jul 2007–Jun 2010 | Led digital media operations |
| AOL Media Networks | EVP & GM | 2002–2007 | Senior digital/media role |
| Emmis; AMFM/Chancellor Media | Senior Vice President; Oversaw media properties | Prior to AOL | Radio and media operations |
| Ithaca College | Board of Trustees, Vice Chairman | Elected Jan 2010 | Non-profit governance |
External Roles
| Organization | Role | Status |
|---|---|---|
| DraftKings, Inc. | Chief of Staff | Current |
| Ithaca College | Trustee; Vice Chairman | Prior |
Board Governance
- Independence: The Board determined Lebow is independent under SEC and NYSE standards; all standing committee members are independent .
- Committee assignments: Audit Committee (Member); Compensation Committee (Member); Nominating & Corporate Governance Committee (Member) .
- Committee activity: Audit met 4 times in 2024; Compensation met once; Nominating & Corporate Governance did not formally meet and acted by unanimous written consent .
- Attendance: Board held 3 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; six of seven directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session; presided over by Gary Ginsberg (no lead independent director) .
- Policies enhancing governance: Majority voting with resignations upon >withhold than for in uncontested elections ; prohibition on hedging/derivative transactions in Insider Trading Policy .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer – Board | $70,000 | Paid Jan 2025 for 2024 service |
| Committee Chair Fees | $0 | Lebow is not a chair |
| All Other Compensation | $18,439 | Includes dividends on unvested restricted stock |
2024 Director Compensation (Lebow): Total $218,439 comprised of $70,000 cash, $130,000 stock awards, and $18,439 other compensation .
Performance Compensation
| Equity Component | Grant Date | Grant Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Equity – Restricted Stock (for 2023 service) | Jan 2024 | Restricted Stock | $130,000 | Vests 100% on 1st anniversary, subject to service | None disclosed for directors (time-based only) |
| Annual Equity – Restricted Stock (for 2024 service) | Jan 2025 | Restricted Stock | Included in 2025 table (not in 2024 table) | Vests 100% on 1st anniversary, subject to service | None disclosed for directors (time-based only) |
- Stock ownership guidelines: 3× annual cash retainer = $210,000; compliance required within 5 years; must retain 33% of cumulative shares granted; stock options and unvested performance equity do not count as qualifying shares; Company states all non-employee directors are compliant or within phase-in .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed (public company boards) | — | No public company directorships for Lebow disclosed |
- Related-party transactions: Company reports no related party transactions requiring disclosure for 2024 and 2023 beyond items listed (MSG repurchases). No transactions involving Lebow disclosed .
Expertise & Qualifications
- Industry expertise: Extensive operating leadership across digital media, advertising, and radio (AOL Media, Emmis, AMFM/Chancellor, Internet Broadcasting) .
- Board skills: Brings media industry experience and significant management background; Board notes qualification based on industry and management experience .
- Education: Ithaca College, broadcast communications management (1983) .
Equity Ownership
| Measure | Value | Details |
|---|---|---|
| Total Beneficial Ownership (Class A) | 105,890 shares; <1%* | Includes options and unvested restricted stock |
| Options Exercisable | 10,000 shares | Footnote indicates options exercisable |
| Unvested Restricted Stock | 14,301 shares | Subject to vesting restrictions |
| Ownership Guidelines | $210,000 required (3× cash retainer); compliant or within phase-in | Qualifying shares exclude options and unvested performance equity |
- Proxy uses “*” to denote less than 1% .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-01-02 | 2025-01-08 | Award (Restricted Stock) | 14,301 | $9.09 | 105,890 | |
| 2024-01-17 | 2024-01-19 | Award (Restricted Stock) | 12,381 | $10.50 | 89,089 | |
| 2023-08-28 | 2023-08-29 | Option exercise (M) and sale (S) | 5,374 exercised; 5,374 sold | $8.74 exercise; $9.72 sale | 85,194 | |
| 2023-08-29 | 2023-08-31 | Option exercise (M) and sale (S) | 5,529 exercised; 5,529 sold | $8.74 exercise; $9.30 sale | 79,665 | |
| 2023-08-30 | 2023-08-31 | Option exercise (M) and sale (S) | 5,457 exercised; 5,457 sold | $8.74 exercise; $9.42 sale | 74,208 | |
| 2023-01-18 | 2023-01-20 | Award (Restricted Stock) | 17,219 | $0 (grant accounting) | 94,592 |
Governance Assessment
- Board effectiveness and engagement: Lebow is one of the only directors serving on all three standing committees, indicating strong engagement in oversight (financial reporting, pay, and governance) . Audit participation aligns with financial literacy requirements; committee independence affirmed .
- Independence and conflicts: Board concluded Lebow is independent; Company reports no related-party transactions involving Lebow in 2024/2023; hedging and derivative trading are prohibited for directors by policy .
- Attendance signal: Company disclosed all directors met at least 75% attendance; Audit Committee met four times—consistent with active oversight; Nominating & Governance acted by consent (no formal meetings), which is common in smaller boards .
- Compensation alignment: Director pay mix emphasizes equity via annual restricted stock ($130,000) versus cash retainer ($70,000); ownership guidelines (3× cash retainer) and compliance/phase-in status support alignment and reduced short-termism risk .
- RED FLAGS:
- None disclosed for Lebow specifically in related-party transactions, pledging, hedging, or low attendance. Insider transactions in 2023 reflect routine option exercises and immediate sales, which are common for expiring options; not a red flag absent pledging or unusual timing .
Overall, Lebow’s broad committee involvement, independence status, and compliance with stock ownership guidelines support investor confidence; no material conflicts or attendance concerns are disclosed .