Scott Schatz
About Scott Schatz
Scott Schatz is Executive Vice President, Finance, Operations and Technology at Townsquare Media (TSQ), a company he co‑founded in May 2010; he holds a B.S. in Electrical and Computer Engineering from Carnegie Mellon University and previously worked in TMT investment banking at Bear Stearns, Brown Brothers Harriman, and JPMorgan . He was 46 as of the 2025 annual meeting and has served in his current EVP role since 2015 per company earnings materials . Recent company pay‑versus‑performance disclosures provide context on overall performance during his senior tenure: cumulative TSR values for an initial $100 investment were $54.39 (2022), $84.83 (2023), and $79.73 (2024), with net income of $14.39M (2022), followed by net losses of $(43.02)M (2023) and $(10.93)M (2024), driven in part by impairment charges .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Townsquare Media, Inc. | Co‑founder; EVP, Finance, Operations & Technology | Since 2010; EVP since 2015 | Co‑founded TSQ; oversees finance/operations/technology functions |
| Bear Stearns (TMT Investment Banking) | Investment Banking (M&A and capital raising) | Not disclosed | Executed M&A and financings for clients (Freescale, NTELOS, Cablevision, Digitas, Valassis) |
| Brown Brothers Harriman (M&A Group) | Associate | Not disclosed | Advised closely held firms across healthcare, telecom, marketing/info services, outsourced BPO |
| JPMorgan (TMT Investment Banking) | Analyst | Not disclosed | Early career analyst experience in TMT |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public external directorships disclosed for Schatz in TSQ proxies |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (Schatz) | Not disclosed | Not disclosed | Schatz is not reported as a Named Executive Officer (NEO) in TSQ proxies; detailed pay is not included |
| Target Bonus (Schatz) | Not disclosed | Not disclosed | Company uses discretionary annual bonuses for NEOs; Schatz’s specific targets/payouts not disclosed |
Company context: NEO base salaries (not Schatz): CEO $1.45M, CFO $0.85M, COO $1.0M in 2024; bonuses paid at 100% of target in 2024 for NEOs .
Performance Compensation
Company long‑term incentive design (applies to NEOs; Schatz‑specific grants are not disclosed):
| Program Element | Weighting | Performance Metric | Targets | Vesting |
|---|---|---|---|---|
| Time‑based RSUs | ~50% | Service | — | Pro‑rata annually over 3 years |
| Performance‑based RSUs | ~50% | Stock price VWAP hurdles | Jan 2023 grants: $8.74, $10.75, $13.05 (20‑day VWAP during performance window) | One‑third vests upon each hurdle achievement over ~3 years |
| Performance‑based RSUs | ~50% | Stock price VWAP hurdles | Dec 2023 grants for 2024 service: $12.49, $14.40, $16.40 (20‑day VWAP) | One‑third vests upon each hurdle achievement over ~3 years |
RSU dividends accrue but are paid upon vesting; board raised quarterly dividend from $0.1975 to $0.20 per share in March 2025, impacting dividend accruals on unvested awards .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Total beneficial ownership (Schatz) | Not individually disclosed in 2024/2025 proxies; Schatz was a signatory to the 2014 Stockholders Agreement as part of FiveWire (management group), indicating historical ownership/alignment, but current share counts are not provided |
| Vested vs unvested breakdown | Not disclosed for Schatz |
| Shares pledged as collateral | No pledging disclosures identified; insider policy prohibits trading derivatives except plan awards |
| Stock ownership guidelines | Non‑employee director guidelines require holdings equal to 3× annual cash retainer; executive ownership guidelines not disclosed |
Insider trading controls: TSQ’s Insider Trading Policy imposes blackout periods, requires 10b5‑1 compliance, and prohibits derivative transactions outside company plans; this mitigates hedging/speculation risk .
Employment Terms
Schatz‑specific employment agreement, severance, non‑compete, and change‑of‑control provisions are not disclosed in proxies or the exhibit index (Schatz is not listed among NEO employment agreement exhibits) .
Company context (NEO Employment Agreements executed Oct 7, 2022; useful for benchmarking retention economics):
- Term through Oct 7, 2027; auto‑renewals for one year .
- Non‑solicit and non‑compete apply during employment and 24 months post‑termination for NEOs .
| Scenario (NEOs) | Cash Severance Multiple | Equity Vesting | Benefits Continuation |
|---|---|---|---|
| Termination without Cause / resignation for Good Reason (no CIC window) | CEO: 1.5× base + target bonus; CFO/COO: 1.0× base + target bonus | 50% of unvested equity vests | COBRA premiums up to 18 months |
| CIC window (CEO: within 12 months post‑CIC or 12 months pre‑CIC; CFO/COO: within 12 months post‑CIC or 6 months pre‑CIC) | CEO: 2.5×; CFO/COO: 2.0× (base + target bonus) | 100% of unvested equity vests immediately | COBRA premiums up to 24 months |
Clawback: Dodd‑Frank compliant policy mandates recovery of incentive‑based compensation for Section 16 officers upon certain accounting restatements, regardless of fault .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of initial $100 investment | $54.39 | $84.83 | $79.73 |
| Net Income (Loss) ($) | $14,390,000 | $(43,022,000) | $(10,928,000) |
- 2023–2024 results were affected by impairment charges ($90.6M in 2023; $37.7M in 2024), which pressured GAAP profitability while management continued shareholder returns via dividends .
Compensation Committee Analysis (Program Context)
- Compensation Committee is fully independent, chaired by B. James Ford; uses WTW for peer benchmarking and award valuation; peers include Audacy, Beasley, Cumulus, Entravision, iHeartMedia, Lee Enterprises, Magnite, Outfront, PubMatic, QuinStreet, Saga, Thryv, Urban One, Yelp, DoubleVerify .
- Target total direct compensation for NEOs was repositioned between median and 75th percentile of peers; mix shifted to include performance‑based equity with VWAP hurdles (stock‑price linked) .
Risk Indicators & Red Flags
- Hedging prohibited; blackout/10b5‑1 controls in place (positive) .
- Clawback adopted under NYSE/SEC rules (positive for governance) .
- Plan prohibits option repricing without shareholder approval (positive) .
- Tax gross‑ups appear on certain perquisites (e.g., automobile allowance for NEOs; director Steven Price) — shareholder‑unfriendly element to monitor .
Equity Ownership & Insider Selling Pressure
- Individual Form 4 activity for Schatz is not presented in proxy materials; no insider selling analysis can be derived from the proxies alone. Company reports timely Section 16 compliance in 2024, with one late joint filing by MSD entities (not management), suggesting governance discipline in reporting .
Investment Implications
- Data gaps: Schatz is an executive officer but not an NEO; TSQ does not disclose his individual compensation, grants, or current beneficial ownership in proxies, limiting direct pay‑for‑performance and alignment assessment for him .
- Alignment signals: As a co‑founder and FiveWire Stockholders Agreement signatory at IPO, Schatz historically had ownership exposure; company‑wide practices (performance‑linked RSUs/options, clawback, hedging prohibitions) support senior management alignment with shareholders, even though Schatz’s specific awards are not disclosed .
- Retention risk context: NEO contracts feature robust CIC and non‑compete provisions; while Schatz’s terms are not disclosed, similar senior executives typically have comparable protections, but this cannot be assumed without filing evidence .
- Trading signals: With pay structures tied to VWAP hurdles and a reinstated/increasing dividend, equity incentives for senior leaders are sensitive to sustained stock price performance; absent Form 4 data for Schatz, monitor future filings and grant disclosures to gauge potential vesting‑driven supply pressure .
For deeper analysis of insider transactions and current holdings, additional Section 16 (Form 4) data would be required; proxies alone do not provide individual transaction detail for Schatz .