Steven Price
About Steven Price
Steven Price, 63, co-founded Townsquare Media in 2010, served as CEO through October 2017, and has been Executive Chairman since then; he holds a B.A. from Brown (Phi Beta Kappa) and a J.D. from Columbia Law School . Under his board leadership structure, he presides as Executive Chairman while five of seven directors are independent; the company has no Lead Independent Director, and executive sessions are presided over by Gary Ginsberg . Pay-versus-performance disclosures show TSR fell ~6% in 2024 (to $79.73 from $84.83), with net loss narrowing to $10.9M; 2022 reported net income of $14.4M . Over 2022–2024, revenue was roughly flat to down and EBITDA contracted (see table below; values for EBITDA and some net income from S&P Global). *
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Townsquare Media | Co-Founder; CEO; Executive Chairman | 2010–2017 (CEO); 2017–present (Exec Chair) | Founded and scaled local media/digital platform; transitioned governance to independent committees |
| 25Madison | Co-Founder & CEO | — | Early-stage startup studio investing/accelerating startups |
| Centerbridge Partners | Senior Managing Director | 2006–2009 | Private equity leadership; media/communications investing |
| Spectrum Equity Investors | Managing Director (similar role) | 2004–2006 | Growth equity focus in TMT sectors |
| U.S. Department of Defense (Pentagon) | Deputy Assistant Secretary (Spectrum, Space & Communications) | 2001–2004 | National spectrum/space/communications policy leadership |
| LiveWire Ventures | President & CEO (co-founder) | 1998–2001 | Built software/services venture with Rosenstein |
| PriCellular Corporation | President & CEO | — (sold in 1998) | Led cellular operator; sale for $1.4B |
| Davis Polk; Goldman Sachs | Attorney; Investment Banker | Early career | Legal and investment banking foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| 25Madison | Co-Founder & CEO | — | Startup studio operator |
| FiveWire Media Ventures | Co-Founder (investing vehicle) | Formed 2008–2009 | Early vehicle to invest in Townsquare |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Executive Chairman base salary | Reduced to $350,000 effective Mar 14, 2023 | $350,000 cash fees shown in Director Compensation table (Executive Director compensation) |
| Perquisites (health, auto/commuting, parking) & tax gross-ups | Health insurance $61,966; tax gross-up included (director table context) | Health insurance $52,476; auto/commuting $18,000; parking $9,676; tax gross-ups $4,423 |
Performance Compensation
| Instrument | Grant Date | Metric | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Performance-based stock options (750,000 options) | Mar 14, 2023 | Stock price VWAP over 30 consecutive trading days during 7-year performance period | Thresholds not disclosed publicly | Grant-date fair value of related option awards (2023): $1,582,500 (Monte Carlo) ; ongoing contingent | Vests upon achieving specified VWAP hurdles within 7 years; continued service required |
| Executive Chairman Agreement (legacy options) | Oct 2017 agreement (amended Dec 9, 2019; Mar 14, 2023) | Service cessation vesting | Upon cessation of Exec Chair service | All unvested stock options vest; remain exercisable for five years (or until award term) | Single-trigger on cessation; post-termination exercise up to five years |
Notes:
- Company-wide clawback policy (Dodd-Frank compliant) applies to Section 16 officers (including Executive Chairman), requiring recovery of incentive-based compensation after certain accounting restatements .
- Insider trading policy prohibits hedging/derivatives in company securities; blackout periods and Rule 10b5-1 compliance are required .
Equity Ownership & Alignment
| Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A | 360,737 | 2.4% | Includes 50,000 Class A and 440,923 Class B in The Price 1998 Descendant’s Trust; Price disclaims beneficial ownership except to pecuniary interest |
| Class B (10 votes/share) | 956,413 | 83.9% | Significant voting control; convertible to Class A subject to FCC/ownership limits; if fully converted, Price would beneficially own 8.4% of Class A |
| Total (A+B) | 1,317,150 | 7.9% (aggregate ownership across classes) | — |
| Options (exercisable) | 250,000 Class A options included | — | Footnote indicates 250,000 Class A options are exercisable; additional Class B holdings noted |
Pledging: No explicit disclosure of share pledging in proxy materials; hedging/derivative transactions are prohibited by policy .
Employment Terms
| Term | Provision | Economics |
|---|---|---|
| Executive Chairman Agreement (compensation) | Base salary set at $500,000 (2017); reduced to $350,000 on Mar 14, 2023 (Price Second Amendment) | Current base salary $350,000 |
| Severance (Change-in-Control) | If terminated without cause or for good reason within 12 months post-CIC: 1× annual base salary; if terminated without cause and CIC consummates within 6 months after termination: 0.5× base salary | 1× base salary = $350,000; 0.5× = $175,000 (based on current salary) |
| Option treatment on cessation | Upon cessation of Executive Chairman service, all unvested options vest and remain exercisable for 5 years (or until award term) | Full acceleration; extended exercise window |
| Restrictive covenants | Non-solicitation and non-competition during service; plus 12 months (non-solicit) and 6 months (non-compete) post-service | Post-employment restrictions |
Change-in-control mechanics for company plans: 2014 Incentive Plan allows acceleration at committee’s discretion; many 2017/2018/2020/2022/2023 NEO options have single-trigger vesting on change-in-control (NEO awards; not Price-specific) .
Board Governance
| Item | Detail |
|---|---|
| Role | Executive Chairman; Class II director nominee (term through 2028 if re-elected) |
| Independence | Not independent (employee director) |
| Committee memberships | None (Audit, Compensation, Nominating committees are fully independent; Price is not a member) |
| Board leadership | CEO is Bill Wilson; Executive Chairman is Steven Price; no Lead Independent Director; independent directors hold regular executive sessions; Ginsberg presides |
| Meetings & attendance | Board met 3 times in 2024; each member attended ≥75% of meetings and committee meetings; 6 of 7 directors attended 2024 annual meeting |
Director Compensation (2024 service paid in 2025)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Steven Price | 350,000 | — | 84,575 (health $52,476; auto/commute $18,000; parking $9,676; tax gross-up $4,423) | 434,575 |
For context (2023 table): Steven Price’s option awards were reported at $1,582,500 grant-date fair value; fees $350,000; all other compensation $89,158 .
Company Performance (for compensation alignment context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 463,077,000 | 454,231,000 | 450,982,000 |
| EBITDA ($) | 109,921,000* | 91,978,000* | 83,214,000* |
| Net Income ($) | 12,337,000 | -44,961,000* | -12,704,000* |
Values with an asterisk were retrieved from S&P Global and may not carry document citations.
Pay vs Performance highlights: TSR rose from $54.39 (2022) to $84.83 (2023), then declined to $79.73 (2024); net loss improved from $43.0M (2023) to $10.9M (2024) .
Compensation Structure Analysis
- Shift to market-hurdle equity: 750,000 performance options granted in March 2023 vest only upon achieving VWAP hurdles over a 7-year window—strong alignment with multi-year share price performance, with continued service required .
- Guaranteed vs at-risk mix: Executive Chairman cash salary reduced to $350,000, with significant equity tied to stock-price hurdles; cessation clause accelerates unvested options—heightened overhang risk if service ends abruptly .
- Clawbacks: Dodd-Frank compliant clawback policy covering incentive-based compensation for Section 16 officers increases accountability .
- Tax gross-ups: Proxy discloses tax gross-ups on perquisites (e.g., auto allowance) for 2024—potential governance red flag for some investors .
Risk Indicators & Red Flags
- Dual role governance: Founder Executive Chairman, not independent; no Lead Independent Director (mitigated by majority independent board and independent committee structure; executive sessions led by Ginsberg) .
- Voting control: Price beneficially owns ~83.9% of Class B (10 votes/share), conferring substantial influence; conversion to Class A capped by FCC/ownership limits .
- Perquisite tax gross-ups: Present in 2024 .
- Option acceleration: Single-trigger vesting of Price’s unvested options upon cessation of Executive Chairman service; extended exercise period may contribute to potential selling pressure post-cessation .
- Hedging policy: Derivative transactions prohibited; pledging not explicitly addressed in the disclosed insider trading policy .
Equity Ownership & Alignment Details
- Ownership guidelines: Non-employee director stock ownership guidelines (3× cash retainer; $210,000) apply to independent directors; all are in compliance or within phase-in—Steven Price, as an employee director, is not in scope of these guidelines .
- Insider trading policy & 10b5-1: Blackout periods and 10b5-1 compliance required; derivative transactions prohibited, reinforcing alignment against short-term hedging .
Employment & Contracts
| Clause | Details |
|---|---|
| Good Reason (Price Amendment) | Material reduction in duties or base salary; relocation ≥50 miles; material breach; notice and cure terms specified |
| Non-compete / Non-solicit | Applies during service; post-service: 6 months non-compete; 12 months non-solicit |
| CIC severance | 1× base salary within 12 months post-CIC (or 0.5× if CIC occurs within 6 months after termination without cause) |
| Option treatment | All unvested options vest upon cessation of Executive Chairman service; 5-year post-termination exercise window (or earlier award term) |
Investment Implications
- Alignment: Price’s compensation relies on long-duration, price-based hurdles (VWAP) that directly link rewards to sustained shareholder value creation; company’s clawback and hedging prohibitions further support alignment .
- Control and governance: Significant voting power via Class B stock and Executive Chairman status concentrate influence; absence of a Lead Independent Director may concern governance-focused investors despite independent committees and executive sessions .
- Overhang risk: The single-trigger acceleration of unvested options upon cessation of service, coupled with an extended exercise period, can create potential supply overhang if tenure changes unexpectedly .
- Pay optics: Presence of tax gross-ups on perquisites could draw scrutiny, though overall fixed cash is modest post-2023 reduction .
- Performance context: TSR improved in 2023 then dipped in 2024; revenue has been broadly flat to modestly down and EBITDA compressed, underscoring the importance of execution on organic growth and margin initiatives to unlock the market-hurdle options *.
*Values retrieved from S&P Global.