Gary Ginsberg
About Gary Ginsberg
Independent director of Townsquare Media, Inc. since 2010; age 62 as of the 2025 Annual Meeting. Background in corporate communications, marketing, and public affairs across major media and technology firms; JD from Columbia Law School (Harlan Fiske Stone Scholar) and BA magna cum laude from Brown University (Phi Beta Kappa). Tenure on TSQ’s board spans 15 years, with deep operational exposure to media and technology sectors and public company board experience (audit committee member at Schrödinger) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoftBank Group Corp. | Senior Vice President and Global Head of Communications | Nov 2018–Dec 2020 | Led global communications through volatile investment cycle |
| Time Warner Inc. | EVP, Corporate Marketing and Communications | From Feb 2010 | Corporate marketing and strategic communications leadership |
| News Corporation | EVP Global Marketing & Corporate Affairs; EVP Corporate Communications; Office of the Chairman member | 1999–2007+ | Investor relations, corporate affairs; senior executive governance seat (Office of the Chairman) |
| Clark & Weinstock | Managing Director | Prior to News Corp. | Strategic consulting for c-suite clients |
| George Magazine | Senior Editor and Counsel | Prior | Media/editorial and legal counsel experience |
| The White House | Assistant Counsel to President Clinton | Prior | Public sector legal advisory |
| Simpson Thacher & Bartlett | Attorney | Career start | Corporate legal training at top law firm |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Schrödinger, Inc. (NASDAQ: SDGR) | Director | Since Apr 2020 | Audit Committee member |
| Synacor, Inc. (NYSE: SYNC) | Director | Dec 2011–Jun 2020 | Not specified |
Board Governance
- Independence: The Board determined Ginsberg is independent under SEC and NYSE rules; five of seven directors are independent .
- Committee assignments: Member of Audit, Compensation, and Nominating & Corporate Governance Committees; not a chair (Audit & Compensation chaired by B. James Ford; Nominating chaired by Stephen Kaplan) .
- Presiding role: Although TSQ has no lead independent director, regular executive sessions of independent directors are held, and Ginsberg presides over these sessions—an important governance leadership signal .
- Attendance and engagement: Board met three times in 2024; each director attended at least 75% of Board and relevant committee meetings; six of seven directors attended the 2024 annual meeting . Committee activity: Audit met four times; Compensation met once; Nominating did not formally meet (acted by unanimous written consent) .
- Audit Committee composition: All members independent; Ford designated “financial expert”; Ginsberg serves alongside Ford (Chair) and Lebow .
Fixed Compensation
| Component | 2024 Program Amount (for 2023 service) | Structure | Vesting |
|---|---|---|---|
| Annual Cash Retainer – Board | $70,000 | Paid in arrears | N/A |
| Committee Chair Retainer | $25,000 | Only for chairs (Ginsberg is not a chair) | N/A |
| Annual Equity – Restricted Stock | $130,000 | Granted annually, paid in arrears | Vests 100% on first anniversary of grant; service-contingent |
2024 Director Compensation (paid/earned for 2024 service; equity shown for Jan 2024 grants for 2023 service):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Gary Ginsberg | $70,000 | $130,000 | $18,439 (dividends on unvested RS) | $218,439 |
- Ownership guidelines: Non-employee directors must hold qualifying shares equal to 3× annual cash retainer ($210,000); compliance required within 5 years; all non-employee directors are compliant or within phase-in .
- Hedging/derivatives prohibition: Directors are prohibited from transactions in derivatives on TSQ equity (except Company-issued awards) under TSQ’s Insider Trading Policy .
Performance Compensation
| Element | Metric Tie | Grant Date | Value/Shares | Vesting/Triggers |
|---|---|---|---|---|
| Restricted Stock (Directors) | None; time-based only | January each year (for prior-year service) | $130,000 per program; individual share count based on closing price prior to grant | 100% on first anniversary of grant; continued service required |
- No director performance metrics (TSR, revenue, EBITDA, ESG) are used in non-employee director equity; grants are time-based restricted stock, which provides ownership alignment without performance hurdles .
Other Directorships & Interlocks
| Company | Relationship to TSQ | Potential Interlock/Conflict |
|---|---|---|
| Schrödinger, Inc. | Unrelated sector (computational chemistry/pharma tech) | Low conflict risk; audit committee role enhances financial oversight experience |
| Synacor, Inc. (prior) | Technology/media services; prior role ended 2020 | Historical; no current interlock |
Expertise & Qualifications
- Strategic communications, investor relations, corporate affairs, and public policy expertise from SoftBank, Time Warner, and News Corp; enhances TSQ’s stakeholder communications and crisis preparedness .
- Public company audit committee experience (Schrödinger) and broad media-tech operating experience; legal training at Columbia and Simpson Thacher adds compliance and governance proficiency .
Equity Ownership
| Holder | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| Gary Ginsberg | 105,908 | <1% (*) | Includes 10,000 options exercisable within 60 days and 14,301 unvested restricted shares |
Breakdown and alignment:
- Unvested restricted shares: 14,301 (subject to time-based vesting) .
- Options: 10,000 exercisable within 60 days (included in beneficial ownership) .
- Ownership guideline compliance: Non-employee directors are compliant or within phase-in; guideline equals $210,000 in qualifying shares .
Governance Assessment
- Strengths:
- Independent status with multi-committee membership (Audit, Compensation, Nominating) increases oversight breadth; presiding over executive sessions strengthens board independence and candid dialogue .
- Audit Committee membership under an independent chair and with a designated financial expert; committee met 4× in 2024, indicating robust financial oversight activity .
- Director compensation aligned to market via 2023 benchmarking by Willis Towers Watson; addition of director ownership guidelines improves long-term alignment .
- Insider Trading Policy prohibits hedging and derivative transactions by directors, supporting alignment and reducing risk of misaligned incentives .
- Watch items:
- Nominating & Corporate Governance Committee did not formally meet in 2024 (acted by unanimous written consent); while permissible, may signal lighter formal governance cadence—monitor for continued effective oversight and evaluation processes .
- TSQ has no formal lead independent director; mitigated by executive sessions presided over by Ginsberg, but continued vigilance on independent board leadership is warranted .
- Conflicts/related-party:
- Company disclosed no related-party transactions requiring reporting for 2023–2024 beyond Board-approved items; none are specific to Ginsberg .
- MSG-related share repurchases and observer rights are disclosed at the company level; no direct link to Ginsberg’s interests identified .
Overall, Ginsberg brings seasoned communications and governance expertise with broad media-tech experience and audit committee service, reinforces independent oversight through his presiding role in executive sessions, and maintains ownership alignment under TSQ’s guidelines. Formal meeting frequency in Nominating merits monitoring, but structural safeguards (independence, charters, executive sessions, ownership guidelines, clawback policy) support investor confidence .