Stephen Kaplan
About Stephen Kaplan
Stephen Kaplan (age 66) has served on Townsquare Media’s board since 2010 and is currently the Chair of the Nominating and Corporate Governance Committee. He is an independent director under NYSE/SEC rules, with a background as Principal and head of Oaktree’s Special Situations Group, and a legal foundation as a former partner at Gibson, Dunn & Crutcher; he holds a B.S. in political science from SUNY Stony Brook and a J.D. from NYU School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nalpak Capital | Chairman | May 2017–present | Private investment leadership |
| Oaktree Capital Management | Advisory Partner | Jan 2017–Dec 2019 | Strategic advisory to firm |
| Oaktree Capital Management | Principal; Head, Special Situations Group | 1995–2017 | Led special situations investing |
| TCW | Managing Director; Portfolio Manager, Special Credits Group | 1993–1995 | Distressed/special credits investing |
| Gibson, Dunn & Crutcher | Partner | Pre-1993 | Corporate/legal expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oaktree Capital Group, LLC | Director (prior) | Not disclosed | Prior public board experience |
| Regal Entertainment Group | Director (prior) | Not disclosed | Prior public board experience |
| Alliance HealthCare Services, Inc. | Director (prior) | Not disclosed | Prior public board experience |
| Genco Shipping & Trading Ltd. (NYSE: GNK) | Director (prior) | Not disclosed | Prior public board experience |
| General Maritime Corporation (former NYSE: GMR) | Director (prior) | Not disclosed | Prior public board experience |
| UCLA Jonsson Comprehensive Cancer Center Foundation | Board | Current | Nonprofit governance |
| NYU School of Law Foundation | Board | Current | Nonprofit governance |
| LA84 Foundation | Board | Current | Nonprofit governance |
| Agrovision Corp. | Board | Current | Private company board |
Board Governance
- Independence: The Board determined Kaplan is independent; all three standing committees are fully independent under NYSE/SEC rules .
- Committee assignments: Kaplan chairs the Nominating and Corporate Governance Committee; he is not on Audit or Compensation .
- Attendance: Board held 3 meetings in 2024; each director attended at least 75% of Board and committee meetings of their service .
- Nominating Committee activity: No formal meetings in 2024; committee acted by unanimous written consent .
- Tenure/class: Class III director; term expires at the 2026 annual meeting .
| Governance Attribute | Detail |
|---|---|
| Independence status | Independent |
| Committees | Nominating & Corporate Governance (Chair) |
| Board meetings in 2024 | 3 total |
| Attendance | ≥75% of Board and relevant committees |
| Nominating Committee meetings (2024) | 0 formal; acted by unanimous consent |
| Years on TSQ board | Since 2010 |
| Class/term | Class III; term ends 2026 |
Note: Absence of formal Nominating Committee meetings may signal low visible cadence of governance work; however, unanimous written consents were used and board-level executive sessions of independent directors occur regularly .
Fixed Compensation
- Program: Non-employee directors receive annual cash and restricted stock; stock ownership guidelines set at 3x cash retainer ($210,000) with a five-year compliance window .
- Vesting: Restricted stock vests in full one year from grant date, subject to continued service .
- 2024 director pay (for 2024 service, cash paid Jan 2025; equity for directors is reported with prior-year grants per SEC rules): Kaplan earned $95,000 cash fees (includes board retainer and chair fee), $130,000 stock awards, and $18,439 other compensation (dividends on unvested restricted stock), totaling $243,439 .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer – Board | 70,000 | Program rate |
| Committee Chair Cash Retainer | 25,000 | Program rate |
| Annual Equity Grant – Restricted Stock | 130,000 | Program rate; vests at 1-year |
| Kaplan: Fees Earned (2024) | 95,000 | Cash paid Jan 2025 for 2024 service |
| Kaplan: Stock Awards (reported 2024 table) | 130,000 | ASC 718 fair value (Jan 2024 grants for 2023 service) |
| Kaplan: All Other Compensation (2024) | 18,439 | Dividends on unvested restricted stock |
| Kaplan: Total (2024) | 243,439 | Sum of components |
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity | Time-based restricted stock | No performance metrics disclosed for non-employee directors |
Other Directorships & Interlocks
- Kaplan and fellow director B. James Ford both have long Oaktree pedigrees (Ford: former Managing Director/Portfolio Manager, Audit and Compensation Chair), indicating a shared investment network; this can facilitate informed oversight but warrants monitoring for groupthink or legacy ties influencing governance .
- MSG board observer rights exist at TSQ (not a Kaplan role), adding an external lens to board/committee meetings for as long as ownership thresholds are met .
Expertise & Qualifications
- Special situations, distressed credit, and complex capital structures via Oaktree leadership, with deep public company board experience (media, shipping, healthcare), and legal expertise from prior partnership at Gibson Dunn .
- Governance: As Nominating Chair, oversight of board composition, ethics compliance, annual evaluations, and committee recommendations .
Equity Ownership
| Measure | Value |
|---|---|
| Class A shares beneficially owned | 152,109 (<1%) |
| Class B/C shares | None disclosed |
| Restricted shares subject to vesting | 14,301 |
| Options | None disclosed for Kaplan (footnote notes restricted stock only) |
| Ownership guidelines requirement | $210,000 (3x cash retainer) |
| Compliance status | All non-employee directors compliant or within phase-in |
Hedging/derivatives: TSQ’s insider trading policy prohibits directors from engaging in derivative transactions in company equity, supporting alignment and reducing risk of misaligned incentives .
Governance Assessment
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Strengths:
- Independent director with extensive investment and legal background; chairs Nominating and Corporate Governance, central to board effectiveness .
- Clear alignment mechanisms: time-based equity, mandatory stock ownership guidelines, and anti-hedging policy; dividend rights on unvested equity are disclosed and modest .
- Attendance threshold met; board maintains executive sessions of independent directors .
-
Watch items / potential red flags:
- Nominating Committee had no formal meetings in 2024 (actions by unanimous consent); monitor cadence and transparency of governance work in a period of leadership evolution and capital allocation decisions .
- Oaktree network interlocks (Kaplan/Ford) may concentrate perspectives; ensure robust independence checks and diversity of views in board refreshment .
- TSQ does not have a Lead Independent Director; however, Ginsberg presides over executive sessions, partially mitigating this gap .
-
Related-party and conflicts:
- No related-party transactions involving Kaplan reported for 2023–2024; Audit Committee oversees related person transactions by policy .
-
Compensation and incentives signal:
- Director pay mix skews toward equity ($130k restricted stock vs $95k cash), supporting longer-term alignment; ownership guidelines (3x retainer) provide guardrails; no performance-linked director equity avoids short-term target gaming but reduces explicit pay-for-performance linkage at board level .