Erik Hellum
About Erik Hellum
Erik Hellum is Executive Vice President and Chief Operating Officer of Townsquare Media, Inc. (TSQ). He joined in August 2010 following the GAP West acquisition; he is age 60 and holds a B.A. from the University of Wisconsin . He currently serves as Chair of the Board of the Radio Advertising Bureau (2024) and is a board member of the National Association of Broadcasters, reflecting deep industry engagement . Company performance over his tenure shows mixed trends: cumulative total shareholder return (initial $100) moved from $54.39 (FY22) to $84.83 (FY23) and $79.73 (FY24) , while revenues and EBITDA have modestly declined over FY22–FY24 (see table; values from S&P Global)*.
Company performance (FY)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $463,077,000* | $454,231,000* | $450,982,000* |
| EBITDA ($USD) | $109,921,000* | $91,978,000* | $83,214,000* |
| TSR – value of initial $100 | $54.39 | $84.83 | $79.73 |
Values retrieved from S&P Global*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GAP Radio Broadcasting (GAP West) | President | May 2008–Aug 2010 | Led regional radio operations; platform integrated into Townsquare via acquisition . |
| Bonneville International Communications | VP/Market Manager (WIL/WRTH, St. Louis) | Oct 2002–Nov 2004 | Ran local market operations and sales execution . |
| Bonneville International Communications | VP/Market Manager (KTAR AM/FM and KPKX, Phoenix) | Nov 2004–Apr 2008 | Managed multi-station portfolio; market performance and operations oversight . |
| AM/FM / Clear Channel | Vice President–Sales | Not disclosed | Oversaw early cross‑platform sales initiatives across radio/digital . |
| Katz Radio | Sales/Market roles | Not disclosed | Progressively senior roles across major U.S. markets (Boston, Philadelphia, Chicago, LA, NYC) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Radio Advertising Bureau | Chair of the Board | 2024 | Industry leadership; advertising standards and advocacy . |
| National Association of Broadcasters | Board Member | Current | Policy and industry representation for broadcasters . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $700,000 | $1,000,000 (effective Dec 21, 2023) |
| Target Bonus % of Base | 90% (target framework for 2023) | Not disclosed (Company paid 100% of 2024 bonus target) |
| Actual Bonus Paid ($) | $540,000 (90% of target) | $600,000 (100% of target; paid Jan 2025) |
| 401(k) Matching ($) | $3,300 | $3,450 |
| Tax Gross-Up | None disclosed for Hellum | None disclosed for Hellum |
Hellum’s base salary increased 42.9% YoY to $1,000,000 via a First Amendment to his employment agreement on Dec 21, 2023 .
Performance Compensation
Equity awards – RSUs (structure, targets, vesting)
| Grant Date | Type | Weighting | Shares | Performance Metric/Targets | Performance Period / Vesting | Status |
|---|---|---|---|---|---|---|
| Jan 18, 2023 | Time-based RSUs | 50% | 52,980 | N/A (time-based) | 33.33% each on 1st/2nd anniversaries; 33.34% on 3rd anniversary (subject to continued service) | Outstanding at 12/31/2024 (unvested balances shown) |
| Jan 18, 2023 | Performance RSUs | 50% | 52,980 | VWAP hurdles: $8.74, $10.75, $13.05 over last 20 trading days of period | Ends Jan 18, 2026; ~one‑third vest per hurdle (subject to continued service) | Outstanding at 12/31/2024 (unearned balances shown) |
| Dec 28, 2023 | Time-based RSUs | 50% | 45,913 | N/A (time-based); grant reference price $10.89 (day prior close) | 33.33% annual pro rata over 3 years (subject to continued service) | Outstanding at 12/31/2024 (unvested balances shown) |
| Dec 28, 2023 | Performance RSUs | 50% | 45,914 | VWAP hurdles: $12.49, $14.40, $16.40 (20 consecutive trading days) | Ends Dec 28, 2026; ~one‑third vest per hurdle (subject to continued service) | Outstanding at 12/31/2024 (unearned balances shown) |
As of Dec 31, 2024, unvested Hellum RSUs included 30,611 (time) and 30,609 (perf) from Dec 2023 grants, and 52,980 (time) and 17,660 (perf) from Jan 2023 grants, based on $9.09 year‑end price for market value illustrations .
Equity awards – Options (strike, vesting, expiry)
| Grant Date | Strike | Exercisable (#) | Unexercisable (#) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Oct 7, 2022 | $7.59 | 48,567 | 72,668 | Market‑condition (VWAP) – 5‑year performance window | 10/07/2032 |
| Oct 7, 2022 | $7.59 | 69,084 | 34,543 | Time-based – one‑third annually over 3 years | 10/07/2032 |
| Dec 21, 2020 | $6.57 | 150,000 | — | Time-based – 25% annually over 4 years | 12/21/2030 |
| Dec 21, 2017 | $8.24 | 100,000 | — | 50% vests year 3; 50% vests year 4 | 12/21/2027 |
Year-end closing price was $9.09; thus $6.57, $7.59 and $8.24 options were in-the-money at 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 508,995 Class A shares; 3.4% of Class A outstanding as of Mar 11, 2025 . |
| Options (exercisable) | 367,651 Class A shares underlying exercisable options included in beneficial ownership footnote . |
| Unvested/Unearned RSUs | See Performance Compensation – RSUs table for counts . |
| Ownership guidelines | Non‑employee director stock ownership guidelines (3x board retainer) exist; executive officer guidelines not disclosed . |
| Pledging/Hedging | Insider Trading Policy prohibits transactions in derivatives on Company equity; policy outlines blackout periods and Rule 10b5‑1 compliance . No pledging disclosure specific to Hellum found. |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Amended & restated Oct 7, 2022; term through Oct 7, 2027 with auto one‑year renewals . |
| Base salary | Initial $700,000; increased to $1,000,000 effective Dec 21, 2023 via First Amendment . |
| Target bonus | Initially 85.7% of base (retro to Jan 1, 2022) . 2024 target dollar paid was $600,000 (100% payout) . |
| Severance (no CIC) | If terminated without Cause, Good Reason resignation, or non‑renewal: pro‑rated bonus; 1x (base + target bonus) over 12 months; COBRA premiums for up to 18 months; 50% vesting of unvested equity . |
| Severance (with CIC window) | If terminated without Cause or for Good Reason within 12 months following CIC or 6 months prior to CIC: 2x (base + target bonus); 100% vesting of unvested equity; COBRA premiums up to 24 months . |
| Non‑compete / Non‑solicit | Applies during employment and for 24 months post‑termination . |
| Good Reason (summary) | Material reduction in duties, salary/target bonus reduction (excluding broad reductions), material breach, or specified going‑private transaction; notice/cure mechanics apply . |
| Equity plan CIC treatment | Certain historical option grants subject to single‑trigger full vesting upon CIC (plan/award terms) . |
| Clawback | NYSE/SEC Dodd‑Frank compliant clawback adopted; recovery of incentive pay upon required restatements, regardless of fault, for prior 3 years . |
Compensation Peer Group (benchmarking context)
The Compensation Committee uses a peer group including Audacy, Beasley Broadcast Group, Cumulus Media, Entravision, iHeartMedia, Lee Enterprises, Magnite, Outfront Media, PubMatic, QuinStreet, Saga Communications, Thryv, Urban One, Yelp, DoubleVerify (unchanged from 2022 through 2024). Target total direct compensation for NEOs was positioned between market median and 75th percentile .
Investment Implications
- Alignment and price-levered incentives: Hellum’s equity mix emphasizes stock-price VWAP hurdles over multi-year windows and time-based RSUs, directly linking realizable pay to TSR and market performance; December 2023 awards split 50/50 between time and performance RSUs with targets at $12.49/$14.40/$16.40 .
- Retention and CIC economics: Robust severance (2x base+bonus) and full equity acceleration in CIC-related terminations lower near-term departure risk but create potential overhang in a strategic transaction .
- Ownership and selling pressure: Beneficial ownership at 3.4% demonstrates skin-in-the-game; ongoing vesting of RSUs and in‑the‑money options ($6.57/$7.59/$8.24 vs $9.09 YE price) may periodically add selling pressure as shares deliver, especially around vest dates .
- Execution context: Company TSR recovered in FY23 then softened in FY24, while revenues/EBITDA trended lower FY22–FY24; bonus payouts (100% of target for 2024) indicate Committee approval of management execution against internal objectives despite GAAP net losses driven in part by impairment charges .
Key watch items: VWAP hurdle attainment cadence; form 4 activity around vesting; any changes to RSU/option design; and potential CIC triggers in strategic scenarios **[1499832_0001499832-25-000049_tsq-20250320.htm:25]** **[1499832_0001499832-25-000049_tsq-20250320.htm:28]** **[1499832_0001499832-25-000049_tsq-20250320.htm:30]**.
Notes
- All RSU/option counts, vesting schedules, and employment terms are drawn from Townsquare Media DEF 14A filings as cited.
- Performance financials table uses S&P Global values for Revenues and EBITDA.*
- TSR values are the company’s “value of initial $100 investment” per Pay‑Versus‑Performance disclosure .
Citations