Stuart Rosenstein
About Stuart Rosenstein
Stuart Rosenstein, 64, is Executive Vice President and Chief Financial Officer of Townsquare Media, Inc. (TSQ). He co‑founded Townsquare in May 2010 and has served as CFO since inception, following senior finance roles at PriCellular and co‑founding roles at LiveWire Ventures and FiveWire Media Ventures . He holds a B.S. magna cum laude in Accounting from SUNY Buffalo and is a member of the AICPA and the New York Society of CPAs . Company performance under his tenure shows volatile results with net income of $14.4M in 2022 turning to losses of $43.0M in 2023 and $10.9M in 2024, while TSR on a $100 basis improved from $54.39 (2022) to $84.83 (2023) before easing to $79.73 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Townsquare Media, Inc. | EVP & Chief Financial Officer; Co‑founder | 2010–present | Co‑founded company; CFO through IPO-era capital structure evolution and shift to digital assets . |
| AMG Financial | Owner & Managing Principal | 2004–Jan 2009 | Private lending to real estate; finance/operator perspective carried into TSQ capital allocation . |
| LiveWire Ventures | Co‑founder; EVP & CFO | Founded 1998 (prior to AMG Financial) | Early-stage operator/finance experience with Price; informs growth/turnaround acumen . |
| PriCellular Corporation | EVP & CFO | Joined after leaving E&Y in 1990 | Public-company CFO experience pre‑TSQ; transactional rigor . |
| Ernst & Young | Senior Manager | Until 1990 | Audit background; controls and reporting discipline . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| AICPA | Member | n/a | Professional credentialing and standards participation . |
| New York Society of CPAs | Member | n/a | State-level professional society membership . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | $850,000 | $850,000 | Set by 10/7/2022 employment agreement; effective retro to 1/1/2022 . |
| Target bonus (% of base) | 80% | 80% | Discretionary plan with historical max 200% of target . |
| Actual cash bonus ($) | $612,000 (90% of target) | $680,000 (100% of target) | Paid Jan following service year . |
| All other compensation ($) | $157,179 | $182,704 | Includes auto allowance, tax gross‑ups, 401(k) match, dividends on unvested equity, healthcare . |
All Other Compensation detail (material items):
- 2024: Auto allowance $36,000; tax gross‑up $17,215; 401(k) match $3,450; dividends on unvested restricted stock $7,365; healthcare and other benefits $118,674 (incl. $44,732 association dues) .
- 2023: Auto allowance $36,000; tax gross‑up $17,215; 401(k) match $3,300; healthcare and other benefits $100,664 (incl. $36,522 association dues) .
Performance Compensation
Annual bonus (cash)
| Plan | Metric design | Target | Actual | Payout governance |
|---|---|---|---|---|
| Annual discretionary bonus | Mix of individual, management team, and Company performance; no preset weights disclosed | 80% of base | 2023: 90%; 2024: 100% of target | Compensation Committee discretion; must be employed on pay date; historical max 200% of target . |
Equity awards – structure, metrics, vesting
| Award Type | Grant Date | Size/Price | Performance Metric(s) | Vesting & Term |
|---|---|---|---|---|
| Performance RSUs | 12/28/2023 | 57,392 units | Stock price VWAP hurdles over any 20 consecutive trading days during performance period: $12.40, $14.40, $16.40 | Vests in roughly equal tranches as hurdles achieved; performance period through 12/28/2026; employment condition through vest . |
| Time‑based RSUs | 12/28/2023 | 57,392 units | n/a | 33.33% per anniversary of grant over 3 years (12/28/2024, 12/28/2025, 12/28/2026) subject to continued service . |
| Performance Stock Options | 1/18/2023 | Option, $7.55 strike | Stock price VWAP conditions over grant‑to‑3rd anniversary window | Vests based on VWAP hurdles; expires 1/18/2033 . |
| Time‑based Stock Options | 1/18/2023 | Option, $7.55 strike | n/a | 33 1/3% per anniversary over 3 years; expires 1/18/2033 . |
| Performance Stock Options | 10/7/2022 | Option, $7.59 strike | VWAP conditions over grant‑to‑5th anniversary | Vests on VWAP conditions; expires 10/7/2032 . |
| Time‑based Stock Options | 10/7/2022 | Option, $7.59 strike | n/a | 33 1/3% per anniversary over 3 years; expires 10/7/2032 . |
Dividend policy: cash dividends reinstated at $0.1875/qtr (Mar 2023), raised to $0.1975 (Mar 2024) and $0.20 (Mar 2025); dividends on unvested RSUs paid upon vest and were included under “All Other Compensation” where applicable .
Outstanding equity and vesting overhang (as of 12/31/2024)
| Instrument | Exercisable | Unexercisable | Strike | Expiration | Notes |
|---|---|---|---|---|---|
| Stock options (time‑based) | 112,034 | 56,033 | $7.55 | 1/18/2033 | 2023 grant; 3‑year ratable . |
| Stock options (perf‑based) | 72,851 | 109,003 | $7.59 | 10/7/2032 | 2022 grant; VWAP 5‑year window . |
| Stock options (time‑based) | 103,626 | 51,814 | $7.59 | 10/7/2032 | 2022 grant; 3‑year ratable . |
| Stock options | 250,000 | — | $6.57 | 12/21/2030 | 2020 grant; previously 4‑year vesting . |
| Stock options | 50,000 | — | $6.25 | 11/8/2028 | 2018 grant . |
| Stock options | 50,000 | — | $6.31 | 5/31/2028 | 2018 grant . |
| Stock options | 87,950 | — | $8.74 | 8/19/2025 | 2015 grant; fully vested upon issuance . |
| Performance RSUs (unvested) | — | 38,623 | — | — | 12/28/2023 grant; VWAP hurdles thru 12/28/2026 . |
| Time‑based RSUs (unvested) | — | 38,262 | — | — | 12/28/2023 grant; remaining after first tranche vested 12/28/2024 . |
Reference price: $9.09 closing on 12/31/2024 (for market value in plan tables) .
Implication: Many option tranches are in‑the‑money at $9.09 (notably $6.25–$7.59 strikes), potentially creating exercise/sale windows; the 2015 grant ($8.74 strike) expires 8/19/2025, which could create time‑based exercise pressure in 2025 .
Equity Ownership & Alignment
| Security | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A common | 387,101 | 2.6% | Includes options exercisable within 60 days . |
| Class B common (10 votes/shr) | 555,163 | 44.3% | High‑vote supermajority of B class . |
| Total (A+B) | 942,264 | 5.6% (aggregate classes) | Aggregate ownership; not voting power . |
| If all Class B converted to A | — | 6.1% of Class A (pro forma) | Footnote indicates pro forma Class A stake at conversion . |
- Pledging/hedging: Company policy prohibits trading in derivatives tied to TSQ stock by employees and directors; policy sets blackout periods and 10b5‑1 compliance requirements. No specific pledging disclosure for Rosenstein was noted .
- Ownership guidelines (executives): Not disclosed in the proxy; non‑employee director guidelines exist, but no executive guideline details provided .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended and restated employment agreement dated 10/7/2022; term to 10/7/2027 with auto one‑year renewals . |
| Compensation baseline | Initial base $850,000; target bonus 80% of base (retroactive to 1/1/2022) . |
| Severance (no CIC) | If terminated without Cause, Good Reason resignation, or non‑renewal: pro‑rated bonus for year; cash severance = 1.0× (salary + target bonus) for Rosenstein; 18 months COBRA; 50% acceleration of unvested equity . |
| Severance (with CIC window) | If terminated without Cause or for Good Reason within 12 months post‑CIC or 6 months pre‑CIC: cash severance = 2.0× (salary + target bonus); 24 months COBRA; 100% acceleration of unvested equity . |
| Restrictive covenants | Confidentiality and non‑disparagement; non‑compete and non‑solicit during employment and 24 months post‑termination (if termination occurs during term) . |
| Clawback | Dodd‑Frank compliant policy adopted; mandatory recovery for Section 16 officers on restatements, regardless of fault, covering three full fiscal years prior; no indemnification for recovered amounts . |
| Equity CIC treatment | Historical options (2017, 2018, 2020, 2022/2023) are subject to “single‑trigger” vesting on change in control under award agreements/plan terms . |
Compensation Structure Analysis
- Mix and shift: 2022 program emphasized stock options (50% time‑based, 50% performance options) for NEOs; December 2023 introduced RSUs (time‑based and performance‑based) for 2024 service, increasing certainty/retention vs options (lower risk to executive) .
- At‑risk pay: Annual bonus remained discretionary and paid at 100% of target for 2024 (vs 90% for 2023), despite 2024 GAAP net loss; Committee cites holistic evaluation (individual and company performance) .
- Shareholder‑unfriendly features: Single‑trigger equity vesting on CIC for certain option grants elevates transaction payout risk; tax gross‑ups provided on perquisite (auto allowance) for Rosenstein .
- Clawback and hedging controls: Dodd‑Frank clawback in force; derivative transactions prohibited; mitigates excessive risk‑taking .
Risk Indicators & Red Flags
- Single‑trigger acceleration on legacy options in a change in control (could incentivize deal‑timing/perception issues) .
- Tax gross‑ups for perquisites (auto allowance) persist ($17,215 in 2024) .
- CFO involvement in recommending other executives’ compensation (with explicit exclusion on own pay) requires strong committee oversight; Compensation Committee is fully independent .
- Financial volatility: Net income losses in 2023–2024 driven in part by significant non‑cash impairments ($90.6M in 2023; $37.7M in 2024), which can complicate pay‑for‑performance optics .
Say‑on‑Pay & Peer Group
- Peer group used for benchmarking includes: Audacy, Beasley, Cumulus, DoubleVerify, Entravision, iHeart, Lee Enterprises, Magnite, Outfront, PubMatic, QuinStreet, Saga, Thryv, Urban One, Yelp (unchanged since 2022) .
- Independent consultant: Willis Towers Watson engaged for peer/market data and incentive design in 2022–2023 cycles .
Equity Ownership & Trading Signals (Next 12–24 Months)
- 2015 option tranche ($8.74 strike) expires 8/19/2025, in‑the‑money at $9.09 at 12/31/2024—potential exercise/sale timing catalyst near expiry .
- Time‑based RSUs from 12/28/2023 vest on 12/28/2025 and 12/28/2026; performance RSUs could vest earlier upon price hurdles ($12.40 / $14.40 / $16.40 VWAP for 20 consecutive trading days), introducing event‑driven selling windows subject to 10b5‑1 plans and blackout policy .
Investment Implications
- Alignment: Significant personal stake (5.6% aggregate across classes, including 44.3% of Class B) and meaningful in‑the‑money options support alignment, though the presence of single‑trigger CIC vesting and perquisite gross‑ups are minor governance drawbacks .
- Retention risk: Contractual protections (1.0× severance; 2.0× with CIC; 24‑month non‑compete/non‑solicit) and multi‑year unvested equity reduce voluntary departure risk through 2026 .
- Pay‑for‑performance: 2024 bonuses paid at target despite GAAP net loss, but equity program uses explicit stock price hurdles; investors should monitor PSU vesting pace versus TSR trends (2024 TSR −6% YoY) .
- Trading signals: Option expiries and RSU vest dates create identifiable windows for potential insider sales; compliance with 10b5‑1 and blackout policy should mitigate timing concerns, but liquidity impact should be monitored around those dates/price thresholds .