Gary Way
About Gary D. Way
Gary D. Way, 67, is an independent Class I director of Townsquare Media (TSQ), having joined the Board in January 2023; his current term runs to the 2027 annual meeting . He retired in 2020 as General Counsel of the Jordan Brand at NIKE, and previously held senior legal and sports marketing leadership roles at NIKE and the NBA; he holds a B.A. from Rutgers and a J.D. from NYU and completed the Stanford GSB Directors’ Consortium, and was commissioned into the U.S. Army Reserve (Military Police) . The Board has determined he is independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Jordan Brand (NIKE) | General Counsel | Feb 2017 – Oct 2020 | Counsel & Secretary to the Jordan Advisory Board (from 2019 to retirement in 2020) |
| NIKE, Inc. | VP & Global Counsel, Worldwide Sports Marketing; Member, Corporate Leadership Team | 2013 – 2017 | Led Sports Marketing legal; member of NIKE Legal Dept. Leadership Team; headed Sports Marketing Center of Excellence (2007–2017) |
| NIKE, Inc. | Legal Department (various roles) | 1996 – 2013 | Member of NIKE Legal Dept. Leadership Team (2007–2017) |
| National Basketball Association | Legal Department | ~1986 – 1996 (10 years) | Legal counsel roles |
| Haight, Gardner, Poor & Havens | Litigation Associate | Prior to NBA (dates not specified) | Litigation associate |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| NYU School of Law Foundation | Board of Trustees member | Not disclosed | Trustee |
| Rutgers School of Arts & Sciences | Dean’s Advisory Council member | Not disclosed | Chairs Marketing Subcommittee |
| National Sports Law Institute (Marquette Law) | Board of Advisors member | Not disclosed | Advisor |
Board Governance
- Independence: Independent director (one of five independent directors) .
- Committees: Not currently on any standing committees (Audit, Compensation, Nominating & Corporate Governance) .
- Attendance: Board met 3 times in 2024; each director attended at least 75% of Board and applicable committee meetings; six of seven directors attended the 2024 annual meeting (individual attendees not named) .
- Board structure: No Lead Independent Director; independent directors hold regular executive sessions, presided over by Gary Ginsberg .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer – Board | 70,000 | 2024 and 2025 program levels |
| Annual Cash Retainer – Committee Chair | 25,000 | Applies if chairing a committee |
| 2024 Fees Earned (for 2024 service, paid Jan 2025) | 70,000 | Gary D. Way |
2024 Director compensation (Gary D. Way):
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 70,000 |
| Stock Awards | 130,000 |
| All Other Compensation | 18,439 (dividends on unvested restricted stock) |
| Total | 218,439 |
Notes:
- “All Other Compensation” for non-employee directors includes dividends on unvested restricted stock; no other items are disclosed for Mr. Way in this column .
Performance Compensation
| Element | Structure | Vesting / Metrics |
|---|---|---|
| Annual Equity Grant | Restricted Stock ($130,000 grant value) | Vests in full on the first anniversary of grant; no performance metrics for director equity |
| Grant timing | Made in arrears (Q1 following service year) | Cash and equity for a service year are delivered in the following year (cash in Jan; equity in Jan) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Way in TSQ’s proxy .
- Committee roles at other companies: Not disclosed .
- Interlocks/conflicts (competitors/suppliers/customers): None disclosed for Mr. Way .
Expertise & Qualifications
- Education: B.A., Rutgers College; J.D., NYU School of Law; Directors’ Consortium, Stanford GSB .
- Domain expertise: Corporate legal, enterprise risk management, business growth and transformation; extensive sports/brand legal leadership .
- Military background: Commissioned into U.S. Army Reserve – Military Police Corps .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (as of Mar 11, 2025) | 26,682 TSQ Class A shares; represents less than 1% of shares outstanding |
| Restricted/unvested | Includes 14,301 restricted Class A shares subject to vesting |
| Ownership guidelines | Non-employee directors must hold 3x annual cash retainer (currently $210,000) within 5 years; must retain 33% of cumulative shares; all non-employee directors are in compliance or within phase-in |
| Hedging/derivatives | Insider Trading Policy prohibits directors from transactions in derivative securities related to TSQ equity; includes blackout periods and 10b5-1 plan compliance |
| Pledging | No pledging by Mr. Way is disclosed in the proxy |
Governance Assessment
-
Strengths
- Independent director with deep legal and enterprise risk background from NIKE/Jordan and NBA; adds risk oversight and governance expertise to the Board .
- Director pay mix is equity-heavy relative to cash (annual equity grant of $130k vs $70k cash), aligning with shareholder interests; mandatory stock ownership guidelines at 3x retainer with compliance noted for all non-employee directors .
- No related-party transactions involving Mr. Way disclosed; Board uses an Audit Committee review policy for related-person transactions .
-
Watch items
- Mr. Way currently serves on no standing committees, which limits his direct oversight in core areas (audit, compensation, nominating/governance) despite his risk and legal expertise; consider future committee placement for enhanced impact .
- Board has no Lead Independent Director; executive sessions are held and presided over by an independent director (Ginsberg), which partially mitigates this governance preference gap .
-
Additional context
- Attendance: Board held 3 meetings in 2024 and each director attended at least 75% of applicable meetings; six of seven directors attended the 2024 annual meeting (individual attendance not provided) .
- Shareholder alignment protections: Insider Trading Policy prohibits derivative transactions for directors, reducing hedging risk .
No red flags identified for Mr. Way in the 2025 proxy: no related-party transactions, no pledging disclosures, and standard director compensation with time-based equity; independence affirmed by the Board .