DEF 14A of Townsquare Media, Inc., Mar 26, 2024

DEF 14A of Townsquare Media, Inc.

Filed Mar 26, 2024 · FY20230001499832-24-000045

Open on EDGAR

  1. TABLE OF CONTENTS

    | DIRECTORS AND CORPORATE GOVERNANCE | 1 | | DIRECTOR COMPENSATION | 11 | | EXECUTIVE OFFICERS | 14 | | NAMED EXECUTIVE OFFICER COMPENSATION | 15 | | NAMED EXECUTIVE OFFICER COMPENSATION TABLES | 21 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 29 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 31 | | AUDIT COMMITTEE REPORT | 32 | | OTHER AUDIT COMMITTEE MATTERS | 33 | | PROPOSALS | 34 | | Proposal One - Election of Class I Directors | 35 | | Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 | 36 | | Proposal Three – Approval of the Amended and Restated Townsquare Media, Inc. 2014 Omnibus Incentive Plan | 37 | | GENERAL INFORMATION | 45 | | OTHER MATTERS | 51 | | DELINQUENT SECTION 16(A) REPORTS | 51 | | APPENDIX A | A-1 |

  2. Class I Director Nominees for Election to the Board

    Class I Director Nominees for Election to the Board Listed below are the Class I director nominees for election, each of whom currently serves on the Board. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the three nominees named in this Proxy Statement. Each of the directors listed below has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will hold office until the 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Should any nominee be unable to accept nomination or election, the persons named as proxies may vote for a substitute nominee recommended by the Board. Alternatively, the Board may leave the position vacant or reduce the size of the Board.

  3. Class I Director Nominees for Election to the Board

    | Name | Class and Term | Age as of the Annual Meeting | Position with the Company | | B. James Ford | Class I - 2024 | 55 | Director | | David Lebow | Class I - 2024 | 61 | Director | | Gary D. Way | Class I - 2024 | 66 | Director |

  4. Class I Director Nominees for Election to the Board

    The Board and the Nominating and Corporate Governance Committee believe the skills, qualities, attributes and experience of Messrs. Ford, Lebow, and Way, together with the continuing members of the Board, provide the Company with business acumen and a diverse range of perspectives to engage each other and management to oversee and address effectively the Company’s evolving needs and represent the best interests of the Company’s stockholders. The biographies below describe the skills, qualities, attributes and experiences of Messrs. Ford, Lebow, and Way that led the Board and the Nominating and Corporate Governance Committee to determine that it was in the best interests of the Company and its stockholders to nominate these directors. B. James Ford. Mr. Ford joined Townsquare’s Board in 2010. Mr. Ford has been the Chairman of FRD, LLC, a merchant bank and family investment office, since July 2019. Mr. Ford has been a Senior Advisor of the Los Angeles Organizing Committee of the Olympic and Paralympic Games 2028 since 2016. Prior thereto, Mr. Ford was Managing Director and Portfolio Manager of Oaktree’s Global Principal Group where he was responsible for overseeing all activities of the Global Principal Group, including investment commitments and approvals, client relations and administrative and personnel-related matters. Mr. Ford joined Oaktree in 1996 and was involved in sourcing and executing a number of the firm’s most significant investments and led the group’s efforts in the media and energy sectors prior to being named a portfolio manager in 2006. He also served as a Senior Advisor to Oaktree from 2016 to 2017. Mr. Ford worked extensively with a variety of Oaktree portfolio companies, including serving on the boards of directors of numerous private and public companies. Mr. Ford earned a B.A. in Economics from the University of California at Los Angeles and an M.B.A. from the Stanford University Graduate School of Business. He serves as an active member of the Advisory Council of the Stanford Graduate School of Business, the Children’s Bureau, and the charity board of the Los Angeles Fire Department. Mr. Ford is qualified to serve on Townsquare’s Board due to his significant management, investment and financial experience and expertise in overseeing corporate governance matters as a result of his prior role at Oaktree and his service as a director of multiple public and private companies. David Lebow. Mr. Lebow joined Townsquare’s Board in 2010. Mr. Lebow is Chief of Staff at Draft Kings, Inc. Prior to joining Draft Kings in April 2018, Mr. Lebow was an investor, advisor and independent management consultant. Previously, Mr. Lebow was Chief Revenue Officer at YP, overseeing a 3,000-person sales organization, until April 2017. Prior to joining YP in December 2012, Mr. Lebow served as President-Revenue of Group Commerce in NYC, a role he assumed in June 2011. He served as Acting Chief Executive Officer and a director of Oberon Media, Inc. from October 2010 through February 2011 and served as Chief Executive Officer/President of Internet Broadcasting Systems, from July 2007 through June 2010. He also served as a board member of Internet Broadcasting Systems. Mr. Lebow was Executive Vice President and General Manager of AOL Media Networks from 2002 to 2007. He served as senior vice president of Emmis Communications, a diversified media company. He also oversaw media properties for AMFM/Chancellor Media. In January 2010, he was elected to the Ithaca College Board of Trustees where he served as Vice Chairman. Mr. Lebow graduated from Ithaca College in 1983 with a degree in broadcast communications management. Mr. Lebow is qualified to serve on Townsquare’s Board due to his substantial experience in the Company’s industry and his significant management experience. Gary D. Way. Mr. Way joined Townsquare’s Board in January 2023. Mr. Way retired in October 2020 from his role as General Counsel of the Jordan Brand, a division of NIKE, Inc. (“NIKE”) (NYSE: NKE), having served in such capacity since February 2017. Additionally, he served as Counsel and Secretary to the Jordan Advisory Board from its establishment in 2019 until his retirement in 2020. Prior to his service at the Jordan Brand, Mr. Way served as a member of the NIKE Corporate Leadership Team from 2013 to 2017, the Vice President and Global Counsel of the worldwide NIKE Sports Marketing organization from 2013 to 2017, and from 2007 to 2017 was a member of the NIKE Legal Department Leadership Team and headed the department’s Sports Marketing Center of Excellence. Prior to joining NIKE in 1996, Mr. Way served in the Legal Department of the National Basketball Association for ten years after previously serving as a litigation associate at Haight, Gardner, Poor & Havens in New York City. Mr. Way currently serves on the boards of several nonprofit organizations, including as a member of the Board of Trustees of the New York University School of Law Foundation, the Dean’s Advisory Council at the Rutgers School of Arts and Sciences where he chairs its Marketing Subcommittee, and the Board of Advisors of the National Sports Law Institute at Marquette University Law School. Mr. Way received a B.A. in English from Rutgers College, was a Distinguished Military Graduate of the Rutgers University ROTC program, and commissioned into the U.S. Army Reserve-Military Police Corps. Mr. Way earned a J.D. from the New York University School of Law, and completed the Directors’ Consortium program at the Stanford Graduate School of Business. Mr. Way is qualified to serve as a director due to his extensive experience with enterprise risk management, business growth and transformation, as well as his ample corporate legal experience.

  5. Directors Continuing in Office

    Directors Continuing in Office The following sets forth information regarding the Company’s directors continuing in office. The biographies below describe the skills, qualities, attributes and experiences of the continuing directors that led the Board and the Nominating and Corporate Governance Committee to determine that it is appropriate for these directors to continue their service on the Board.

  6. Directors Continuing in Office

    | Name | Class and Term | Age as of the Annual Meeting | Position with the Company | | Gary Ginsberg | Class II - 2025 | 61 | Director | | Stephen Kaplan | Class III - 2026 | 65 | Director | | Steven Price | Class II - 2025 | 62 | Executive Chairman of the Board | | Bill Wilson | Class III - 2026 | 55 | Chief Executive Officer & Director |

  7. Directors Continuing in Office

    Gary Ginsberg. Mr. Ginsberg joined Townsquare’s Board in 2010. Mr. Ginsberg was the Senior Vice President and Global Head of Communications for Softbank Group Corp. from November 2018 to December 2020. Previously, Mr. Ginsberg was Executive Vice President of Corporate Marketing and Communications at Time Warner Inc. Before joining Time Warner in February 2010, Mr. Ginsberg was the Executive Vice President of Global Marketing and Corporate Affairs at News Corporation. Mr. Ginsberg coordinated and executed News Corp.’s global marketing and investor relations programs, as well as its corporate affairs, strategic communications and philanthropic efforts. Mr. Ginsberg joined News Corporation in 1999 as Executive Vice President of Corporate Communications. He was appointed to News Corp.’s Executive Management Committee in 2000 and to the seven-member Office of the Chairman in 2007. Prior to News Corp., Mr. Ginsberg was a managing director at the New York-based strategic consulting firm of Clark & Weinstock. Previously, he was a senior editor and counsel at George, the monthly political magazine, and a former Assistant Counsel to President Clinton. Mr. Ginsberg began his professional career as an attorney with Simpson Thacher & Bartlett. Mr. Ginsberg has served on the board of directors of Schrödinger, Inc. (NASDAQ: SDGR) since April 2020, and currently serves on the audit committee. Mr. Ginsberg served on the board of directors of Synacor, Inc. (NYSE: SYNC) from December 2011 to June 2020. He is a graduate of the Columbia University School of Law, where he was a Harlan Fiske Stone Scholar. He received his undergraduate degree magna cum laude from Brown University, where he was elected to Phi Beta Kappa. Mr. Ginsberg is qualified to serve on Townsquare’s Board due to his substantial operational and management experience in the Company’s industry, his strong background in corporate strategy and business development, and his public company Board experience. Stephen Kaplan. Mr. Kaplan joined Townsquare’s Board in 2010. Mr. Kaplan is Chairman of Nalpak Capital, a private investment firm that he founded in May 2017. Mr. Kaplan served as an Advisory Partner of Oaktree Capital Management L.P. (“Oaktree”) from January 2017 until December 2019, and prior to that he was a Principal and head of Oaktree’s Special Situations Group. Mr. Kaplan joined Oaktree in 1995, having previously served as a managing director of TCW and portfolio manager in the TCW Special Credits Group. Prior to joining TCW in 1993, Mr. Kaplan was a partner with the law firm of Gibson, Dunn & Crutcher. He previously served on the boards of Oaktree Capital Group, LLC, Regal Entertainment Group, Alliance HealthCare Services, Inc. (formerly Nasdaq: AIQ), Genco Shipping and Trading Ltd. (NYSE: GNK), and General Maritime Corporation (formerly NYSE: GMR). In addition, he currently serves on the boards of several private companies and nonprofit organizations, including the UCLA Jonsson Comprehensive Cancer Center Foundation and the New York University School of Law Foundation. Mr. Kaplan graduated with a B.S. degree in political science summa cum laude from the State University of New York at Stony Brook and a J.D. from the New York University School of Law. Mr. Kaplan is qualified to serve on Townsquare’s Board due to his substantial management, finance, public company board and legal experience. Steven Price. Mr. Price co-founded Townsquare in May 2010. He served as the Company’s Chief Executive Officer from its founding in 2010 through October 2017, and has served as its Executive Chairman since October 2017. He is also Co-Founder & CEO of 25Madison, a startup studio that invests in and accelerates early-stage startups. Prior to co-founding FiveWire Media Ventures, LLC, an entity formed in 2008 for the purposes of investing in the Company ("FiveWire"), Mr. Price was a Senior Managing Director at New York-based private equity firm Centerbridge Partners from 2006 to January 2009 and, before that, he held a similar position at Spectrum Equity Investors from 2004 to 2006. Before joining the private equity business, Mr. Price served in the Pentagon as Deputy Assistant Secretary of Defense (Spectrum, Space, and Communications) from 2001 to 2004. Prior to joining the Pentagon, he served as President and CEO of LiveWire Ventures from 1998 to 2001, a software and services company he founded in 1998 with Mr. Rosenstein. Mr. Price was also formerly the President and CEO of PriCellular Corporation, a publicly traded cellular phone operator focused on small to mid-sized markets, which was sold in 1998 for $1.4 billion. Earlier in his career, Mr. Price worked as an attorney at Davis, Polk & Wardwell and as an investment banker at Goldman Sachs. Mr. Price graduated magna cum laude from Brown University where he was elected Phi Beta Kappa, and earned a J.D. from the Columbia University School of Law. Mr. Price is qualified to serve on Townsquare’s Board due to his substantial operational and management experience in the Company’s industry, including seven years as Chief Executive Officer of the Company, his public company board and management experience, and his extensive investment and entrepreneurial experience.

  8. Directors Continuing in Office

    Bill Wilson. Mr. Wilson joined Townsquare’s Board in March 2018. Mr. Wilson joined Townsquare in September 2010 and, prior to his appointment as Chief Executive Officer in January 2019, served as Co-Chief Executive Officer beginning in October 2017. Prior to his appointment as Co-Chief Executive Officer, Mr. Wilson served as Executive Vice President and Chief Content & Digital Officer of the Company since September 2010. Previously, Mr. Wilson was President of AOL Media from 2006 to May 2010 where he had overall responsibility for AOL’s global content strategy. In his nine years at AOL, he also served in a number of roles including President, AOL Programming & Studios and Executive Vice President, AOL Programming. Under his leadership, AOL’s content sites grew to reach more than 75 million monthly unique visitors domestically and over 150 million worldwide. Prior to joining AOL in 2001, Mr. Wilson served as Senior Vice President for Worldwide Marketing at Bertelsmann Music Group (BMG), which he joined in 1992, and was responsible for worldwide marketing including artist, digital and non-traditional marketing across more than 50 countries for the world’s biggest artists including Dave Matthews Band, OutKast, Foo Fighters, Whitney Houston, Annie Lennox, Santana and numerous major recording artists over his tenure at BMG. Mr. Wilson started his career at BMG subsidiary Arista Records under the guidance of Clive Davis and Richard Sanders, where he was a product manager working with artists across numerous genres including Notorious B.I.G., TLC, Sarah McLachlan, Kenny G and Spiritualized. Mr. Wilson won an Emmy Award in 2006 for the record setting Live 8 program and was named to the Hollywood Reporter’s “Digital Power List” in 2008, which profiles the 50 people who most influence the creation and distribution of content online. In addition, he was profiled in Crain’s New York Business’ “40 under Forty” and Billboard’s “Power Players” in Digital Entertainment in 2005, as well as Hollywood Reporter’s “Next Generation” in 2003, and Radio Ink’s “Most Powerful in Radio” in 2018, 2019, 2020, 2021, and 2022. Mr. Wilson was voted the Radio Board Chair of the National Association of Broadcasters (“NAB”) in June 2021, after serving on the Executive Board of the NAB since 2020 and previously serving as an NAB Board Member. Mr. Wilson was also recently recognized as 2021 “Executive of The Year” by Radio Ink. Mr. Wilson graduated summa cum laude from the State University of New York at Stony Brook with a B.A. in economics and a B.S. in business management and earned a M.B.A. with honors in finance and marketing from Rutgers University’s Graduate School of Management. As our Chief Executive Officer (or Co-Chief Executive Officer) since October 2017, and our Executive Vice President, Chief Content and Digital Officer prior to that, with responsibility for management of our digital operations, Mr. Wilson contributes critical knowledge to the Board regarding day-to-day operations, operational and financial goals, strategies and performance, effectiveness of the management team, and the corporate culture of the Company.

  9. Directors Continuing in Office

    | Board Diversity Matrix (as of March 26, 2024) | | | | | | Total Number of Directors | 7 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | — | 7 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | — | 6 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | | | Part III: Other | | | | | | Are Military Veterans | 1 | | | | | Have Disabilities | — | | | | | Identify as Middle Eastern | — | | | |

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee is authorized to establish the amount and form of compensation to be paid to directors.

  11. Non-Employee Director Compensation

    Non-Employee Director Compensation The Compensation Committee has designed the non-employee director compensation program to attract and retain qualified independent and other non-employee directors to serve on the Board and to further align their interests with stockholders. The non-employee director compensation program in effect for 2023 service initially was implemented in 2018, and consists of an annual cash retainer for Board service, an annual cash retainer for Committee Chair leadership, and an annual equity award. In recent years, the Compensation Committee has analyzed peer group and general industry data to determine whether any program changes were warranted. As further described below, the Compensation Committee approved a revised non-employee director compensation program effective January 1, 2023. Cash and annual equity retainers are made in arrears, with cash payments made in full and equity awards granted in the first quarter of the year immediately following for Board and Committee service in the applicable year. In accordance with SEC rules, the 2023 Director Compensation Table includes the annual cash retainers paid in January 2024 for 2023 service, and the annual equity awards granted in January 2023 for 2022 service. The annual equity awards granted in January 2024 for 2023 service will be included in the Director Compensation Table for 2024. The Compensation Committee grants restricted shares of the Company’s Class A common stock (“Restricted Stock”) to the non-employee directors, subject to continued service through the grant date. Such Restricted Stock vests in full on the first anniversary of the grant date, subject to continued service through the vesting date. The number of shares of Restricted Stock granted is determined based on the closing price of the Company’s Class A common stock on the trading day immediately prior to the grant date; therefore, such grant value may not equal the grant date fair value in the 2023 Director Compensation Table below, which is calculated using the closing trading price on the grant date. The non-employee director compensation program in 2023 (for 2022 Board and Committee service) and 2024 (for 2023 Board and Committee service) is set forth below.

  12. Non-Employee Director Compensation

    | Component | 2023 ($) | 2024 ($) | | Annual Cash Retainer – Board | 70,000 | 70,000 | | Annual Cash Retainer – Committee Chair | 25,000 | 25,000 | | Annual Equity Grant – Restricted Stock | 130,000 | 130,000 |

  13. Non-Employee Director Compensation in 2023 (for 2022 Service)

    Non-Employee Director Compensation in 2023 (for 2022 Service) Cash Retainer. The annual cash retainers were paid in full in January 2023. Equity. In February 2022, the Compensation Committee granted Restricted Stock awards. Review of Benchmarking Data. In the third quarter 2022, the Compensation Committee engaged WTW, its independent compensation consultant, to conduct a benchmarking study of the non-employee director compensation program. WTW reviewed data from the Compensation Committee’s peer group for executive compensation and a general industry group. Based on such benchmarking, the Compensation Committee determined to increase the non-employee director compensation program effective in 2023 for 2022 Board and Committee service to align the program near the market median for the peer group and general industry group. WTW noted that the total direct compensation for non-employee directors (consisting of the annual cash retainer (Board) and annual equity grant) was below the 25th percentile of the peer group and the general industry group. The Compensation Committee determined to increase the non-employee director compensation program effective in 2023 for 2022 Board and Committee service to align the program near the market median for the peer group and general industry group. In addition, the Compensation Committee approved stock ownership guidelines for the non-employee directors that also were aligned with the peer group median, as described further below. Non-Employee Director Stock Ownership Guidelines. In connection with the revised 2023 compensation program, the Compensation Committee approved stock ownership guidelines for the first time for non-employee directors to further align their long-term interests with stockholders, to mitigate risk of focusing on short-term gains at the expense of long-term value, and to enhance an ownership-based culture focused on long-term growth and success. The stock ownership guidelines require non-employee directors to hold an aggregate value of qualifying shares equal to three times the annual cash retainer for Board service (equal to $210,000 as of the date hereof). Such ownership will be measured annually as of the first trading day of each calendar year, based on the closing price of the Company’s Class A common stock on the prior trading day. Non-employee directors generally must achieve the ownership requirement within five years of becoming subject to the guidelines, and must retain 33% of the cumulative shares granted under the non-employee director compensation program, with specified exceptions for payment of the exercise price of stock options and tax withholding for equity awards. Of particular note, stock options and unvested performance-based equity are not considered qualifying shares.

  14. Non-Employee Director Compensation in 2024 (for 2023 Service)

    Non-Employee Director Compensation in 2024 (for 2023 Service) Cash Retainer. The annual cash retainers were paid in February 2024. Equity. The Compensation Committee granted the Restricted Stock awards in January 2024.

  15. 2023 Director Compensation Table

    2023 Director Compensation Table The table below summarizes the director compensation earned or paid to Mr. Ford, Mr. Ginsberg, Mr. Kaplan, Mr. Lebow, Mr. Price, and Mr. Way for 2023.

  16. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | All Other Compensation ($)(3) | Total ($) | | B. James Ford | $120,000 | $130,003 | $— | $18,439 | $268,442 | | Gary Ginsberg | 70,000 | 130,003 | — | 18,439 | 218,442 | | Stephen Kaplan | 95,000 | 130,003 | — | 18,439 | 243,442 | | David Lebow | 70,000 | 130,003 | — | 18,439 | 218,442 | | Steven Price (4) | 350,000 | — | 1,582,500(5) | 89,158(6) | 2,021,658 | | Gary D. Way | 70,000 | — | — | — | 70,000 |

  17. 2023 Director Compensation Table

    (1) Reflects the cash retainer paid in the first quarter of 2024, representing services provided in 2023. (2) Reflects the grant date fair value of the Restricted Stock granted in January 2023 (representing 2022 services) determined in accordance with ASC 718, which was the closing price of the Company’s Class A common stock on the day prior to the grant date multiplied by the number of shares subject to the award. This stock award column does not include the value of dividends paid on unvested restricted stock, which are included in this table under “All Other Compensation.” (3) This column includes dividends issued on unvested restricted stock, as applicable. (4) Mr. Price’s annual salary was reduced to $350,000, effective March 14, 2023. See “2023 Director Compensation Table – Executive Director Compensation.” (5) Reflects stock options to purchase Class A common stock granted March 2023. The options contain market conditions whereby the options will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") during a seven-year performance period of the Company’s common stock and continued employment through the performance period. The amounts reflect the grant date fair value of stock options granted during 2023. The grant date fair value of stock options granted in 2023 was determined in accordance with ASC 718 using the Monte Carlo option pricing model and valuation assumptions specified in Note 11 - Stockholders' Equity of our financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024. (6) Includes the cost of insurance premiums for health insurance in the amount of $61,966.

  18. Executive Director Compensation

    Executive Director Compensation In connection with Steven Price’s appointment as Executive Chairman of the Board in October 2017, he and the Company entered into a letter agreement (the “Executive Chairman Agreement”) that provides for an annual base salary of $500,000. The Executive Chairman Agreement provides that upon cessation of Mr. Price’s service as Executive Chairman, all of his unvested stock options will vest and remain exercisable for five years (or if earlier, until the stated term of the award). Under the terms of the Executive Chairman Agreement, Mr. Price is subject to customary non-solicitation and non-competition covenants for the duration of his service as Executive Chairman and for a period of twelve months and six months thereafter, respectively. On December 9, 2019, the Company entered into a letter agreement with Mr. Price, amending the Executive Chairman Agreement (such letter agreement, the “Price Agreement Amendment”). Pursuant to the Price Agreement Amendment, in the event the Company terminates Mr. Price’s service without cause or Mr. Price terminates his service for good reason within 12 months following a change in control of the Company, Mr. Price will be eligible to receive one times his annual base salary then in effect. In the event the Company terminates Mr. Price’s service without cause and a change in control is consummated within six months following the date of such termination, Mr. Price will be eligible to receive one half of his annual base salary then in effect. The definition of cause under the Price Agreement Amendment is the same as that defined below for the NEO Employment Agreements. “Good Reason” is defined in the Price Agreement Amendment as an occurrence of any of the following events or conditions without the Mr. Price’s consent that are not cured by the Company (if susceptible to cure by the Company) within 30 days after Mr. Price gives written notice thereof to the Company, provided that such notice must be given to the Company within 30 days of Mr. Price becoming aware of such condition: (1) any material reduction in his duties or responsibilities as in effect immediately prior thereto, or assignment of duties materially inconsistent with his title and authority; (2) any material reduction in his base salary; (3) any relocation of his primary place of business by 50 miles or more; or (4) any other material breach by the Company of any material provision of the Price Agreement Amendment. See “Named Executive Officer Compensation Tables - Potential Payments Upon Termination or Change in Control - Agreements with Named Executive Officers.” On March 14, 2023, the Company entered into a letter agreement with Mr. Price, further amending the Executive Chairman Agreement (such letter agreement, the “Price Second Amendment”). The Price Second Amendment reduces Mr. Price’s annual base salary from $500,000 to $350,000. Also on March 14, 2023, the Company granted Mr. Price 750,000 performance-based options that vest according to certain specified conditions related to the volume weighted average trading price over 30 consecutive trading days during a seven-year performance period of the Company’s common stock.

  19. Evolving Compensation Philosophy

    Evolving Compensation Philosophy The Company was a “controlled company” under the New York Stock Exchange rules until March 2021. Prior to such date, the Chair of the Compensation Committee was a non-independent director employed by our controlling stockholder. In October 2021, the Compensation Committee became fully independent and Mr. Ford was appointed the Chair of the Committee. In the ordinary course of new leadership and the transition to a non-controlled company, the Compensation Committee determined to take a fresh review of the Company’s named executive compensation program and to evolve such program over a reasonable time period. As discussed in more detail under “Process for Making Compensation Determinations,” the Compensation Committee decided to re-engage its independent compensation consultant, WTW, in 2023, its compensation consultant since 2022. WTW was engaged initially in June 2022 to, among other things, develop an executive compensation peer group and provide benchmarking data and market trends for various elements of compensation, as well as considerations for employment and severance arrangements. While the compensation philosophy, practices and policies for the named executive officers continue to evolve, generally the program is designed to attract, motivate and retain qualified employees and to provide them incentives to achieve or exceed the Company’s annual operational, financial and strategic goals and to increase long-term stockholder value.

  20. 2023 Compensation Elements

    2023 Compensation Elements The Compensation Committee determined it was in the best interests of the Company and its stockholders to enter into new employment agreements with each NEO in 2022 to retain and motivate the Company’s leadership, as well as to complement the implementation of a revised NEO compensation program. The Compensation Committee held numerous formal and informal meetings regarding revisions to the NEO compensation program, which included discussions and reports from WTW and management, as well as executive sessions without management. The Compensation Committee considered, among other things, the WTW benchmarking analyses, market trends, historical Company performance, the Company’s current business strategy, individual NEO performance and expected NEO contributions. Of particular note, the market data indicated that each NEO’s target total direct compensation (consisting of target cash compensation and target long-term equity incentive awards) was significantly below the market median of the newly developed peer group. Further, the Compensation Committee believed it was important to negotiate substantially similar NEO employment agreements to align the interests of leadership and to facilitate the evolving NEO compensation program and structure for the benefit of the Company and its stockholders. The Company and NEOs entered into new five-year employment agreements in October 2022 (the “NEO Employment Agreements”), with the revised base salaries and target bonuses effective January 1, 2022. The Compensation Committee believed it was appropriate to retroactively implement the foregoing compensation since the delayed timing was due to the process developed by the Compensation Committee, as well as for retention purposes given the market data. Each NEO Employment Agreement set forth an initial base salary and target annual bonus, as described below. In addition, concurrently with the execution of such agreements, the Compensation Committee determined to initiate an annual long-term equity incentive program. In October 2022, the Compensation Committee granted time-based stock options and performance-based stock options to purchase the Company’s Class A common stock to each NEO, with the grant value resulting in target total direct compensation of each NEO to be between the market median and 75th percentile of the peer group. See “Named Executive Officer Compensation Tables-Potential Payments Upon Termination or Change in Control-Agreements with Named Executive Officers” for a description of specified termination and change-in-control benefits in the NEO Employment Agreements. In addition, for retention purposes, Mr. Wilson’s employment agreement provided for a lump sum cash sign-on bonus of $1,450,000, subject to a one-year clawback, which is no longer in effect. On December 21, 2023, for retention purposes, Mr. Hellum and the Company entered into a First Amendment to his Employment Agreement, solely for the purpose of increasing his base salary to $1,000,000, effective as of December 21, 2023. In December 2023, the Compensation Committee also approved an increase to Mr. Hellum’s annual equity award from $800,000 to $1,000,000, which consists of both time-based restricted stock units and performance-based restricted stock units. The 2023 target total direct compensation of NEOs primarily consisted of base salary, a target cash bonus, and stock awards. The key purpose, features and performance and vesting periods of such compensation elements are set forth below. NEOs also received equity grants in 2023 intended for 2024 compensation as detailed below in “2023 Equity Grants - December 2023 Grants for 2024 Compensation.”

  21. 2023 Compensation Elements

    | | Element | Purpose | Key Features | Performance / Vesting Period | | Short - Term | Base Salary | •Annual fixed cash compensation | • Initially established in new employment agreement • Based on experience, responsibilities, market pay, annual individual performance and anticipated performance growth | • Prior performance | | | Discretionary Annual Bonus | • Annual cash compensation based on a mix of individual, management team and Company performance • Alignment with short-term operating performance and strategy | • Initially established in new employment agreement • Target bonus is % of base salary, initially established in new employment agreement • Based on experience, responsibilities, market pay, annual individual performance and anticipated performance growth | • Annual performance | | Long - Term | Time - Based Stock Awards | • Retention • Fosters ownership culture, aligning long-term interests with stockholders • Significant upside, balanced against no monetary value unless stock price is above exercise price in the case of option awards | • Annual long-term incentive opportunity • Grant value divided by grant date fair value (using Black-Scholes model) to calculate stock options granted on grant date for option awards • Grant value for restricted stock awards and restricted stock units based on closing price on the day prior to the grant date | • Three-year annual pro rata time vesting | | | Performance - Based Stock Awards | • Fosters ownership culture, aligning long-term interests with stockholders • Significant upside, balanced against no monetary value unless stock price is above exercise price in the case of option awards • Encourages achievement of long-term strategy to drive stock price performance | • Annual long-term incentive opportunity • Grant value divided by grant date fair value (using Monte Carlo option pricing model) to calculate stock options and restricted stock units granted on grant date | • Three to five-year performance period • Approximate one-third or one-fifth vesting for each stock price hurdle achieved |

  22. Discretionary Annual Cash Bonus Program

    Discretionary Annual Cash Bonus Program The NEOs were eligible to participate in the annual cash bonus program. Unless otherwise agreed by the Compensation Committee, an employee must be employed by the Company and/or its subsidiaries on the applicable bonus payment date to receive the bonus payment. The annual target bonuses are determined as a percentage of the NEOs base salaries in effect as of January of the plan year. The target bonuses of the NEOs for 2022 and 2023 are set forth below, which were the result of the Compensation Committee’s activities described under “- 2023 Compensation Elements.” The target bonus increases in 2022 were effective January 1, 2022.

  23. Discretionary Annual Cash Bonus Program

    | | 2022 (% of Base Salary) | 2022 ($) | 2023 (% of Base Salary) | 2023 ($) | Change ($) | | Bill Wilson | 100 | 1,450,000 | 90 | 1,305,000 | 145,000 | | Stuart Rosenstein | 80 | 680,000 | 90 | 612,000 | 68,000 | | Erik Hellum(1) | 85.7 | 600,000 | 90 | 540,000 | 60,000 |

  24. Discretionary Annual Cash Bonus Program

    (1) On December 21, 2023, for retention purposes, Mr. Hellum and the Company entered into a First Amendment to his Employment Agreement, solely for the purpose of increasing his base salary to $1,000,000, effective as of December 21, 2023. Consistent with prior years, the Compensation Committee approved a discretionary annual cash bonus to each NEO in 2023 based on its evaluation of the overall performance of the NEOs individually and collectively, as well as the financial and operating performance of the Company. While the Compensation Committee has not formalized a payout range for the program, historically the maximum payout has been 200% of the target bonus. In 2024, the Compensation Committee determined that each NEO earned 90% of their 2022 bonus for service in 2023. The bonus was paid in January 2024.

  25. 2023 Equity Grants

    2023 Equity Grants Historically, the Compensation Committee periodically has issued time-based stock options to NEOs to provide for retention and motivation, fostering an ownership culture, and alignment with the long-term interests with stockholders.

  26. January 2023 Grants

    January 2023 Grants In January 2023, the Compensation Committee determined to approve an annual equity award after various formal and informal meetings, which included discussions with management, and a review of general peer and market data. The Compensation Committee approved (i) time-based awards (50% weighted), with annual pro rata vesting over three years, subject to continued employment through the applicable vesting date, and (ii) performance-based awards (50% weighted). The Compensation Committee granted performance-based restricted stock units to Messrs. Wilson and Hellum, and performance-based stock options to Mr. Rosenstein. Further, one-third of the performance-based awards vest based on the achievement of the applicable VWAP over a period of 20 consecutive trading days during the three-year performance period, subject to continued employment through the applicable vesting date. The exercise price for the stock options and stock units was $7.55, the closing price on the trading date prior to the grant date, and the term is for 10 years.

  27. December 2023 Grants for 2024 Compensation

    December 2023 Grants for 2024 Compensation In December 2023, the Compensation Committee determined to approve an equity award after various formal and informal meetings, which included discussions with management, and a review of general peer and market data. The Compensation Committee approved the grants of the Company’s Class A common stock for 2024 compensation to each of the NEOs based on 2023 performance. The restricted stock units were granted at a price of $10.89, the closing price on the trading date prior to the grant date. The Compensation Committee approved the vesting conditions for the awards as follows: (i) time-based awards, with annual pro rata vesting over three years, subject to continued employment through the applicable vesting date, and (ii) performance based awards with approximately one-third of the RSUs vesting upon the achievement of the VWAP over a period of 20 consecutive trading days during the three-year performance period: $12.49, $14.40, and $16.40, subject to continued employment through the applicable vesting date.

  28. Dividend Rights

    Dividend Rights The Company previously paid a quarterly dividend of $0.075 per share starting in 2018. In 2020, the Company suspended its payment of dividends to stockholders as a result of uncertainty created by COVID-19. In March 2023, the Board reinstated a quarterly dividend of $0.1875 per share to its stockholders with the first payment to be issued on May 1, 2023. The Board increased the quarterly dividend to $0.1975 per share in March 2024. Dividends earned on unvested restricted stock awards or restricted stock units are paid on the vesting date. Upon issuance, for certain awards granted prior to the declaration of dividends, the fair market value on the fair market value grant date not take a payment of dividends into account. Accordingly, such amounts have been included as “All Other Compensation.” “See Named Executive Officer Compensation Tables – Summary Compensation Table for 2023 and 2022.”

  29. Preliminary 2024 NEO Compensation Program

    Preliminary 2024 NEO Compensation Program The Compensation Committee approved the continuation of the each NEO’s base salary, target bonus and target long-term incentive without change from 2023, except the increase to Mr. Hellum’s base salary which was made effective on December 21, 2023. The Compensation Committee also increased Mr. Hellum’s annual equity award from $800,000 to $1,000,000, which consists of both time-based restricted stock units and performance-based restricted stock units. For the annual equity award program implemented in October 2022, the Compensation Committee issued awards to each NEO in December 2023 for 2024 compensation. In December 2023, the Compensation Committee approved (i) time-based awards (50% weighted), with annual pro rata vesting over three years, subject to continued employment through the applicable vesting date, and (ii) performance-based awards (50% weighted).

  30. Policy for the Recovery of Erroneously Awarded Compensation (Dodd-Frank Compliant Policy)

    Policy for the Recovery of Erroneously Awarded Compensation (Dodd-Frank Compliant Policy) As required by the listing standards adopted by NYSE as a result of SEC rulemaking, our Board recently adopted a Clawback Policy. The policy provides that the Company must promptly recover specified incentive-based compensation that is received by our Section 16 officers on or after October 2, 2023, regardless of fault or misconduct, upon specified accounting restatements of the Company’s financial statement that resulted in such persons receiving an amount that exceeded the amount that would have been received if based on the restated financial statements. There are limited exceptions to the recovery requirement as set forth in the listing standards. Incentive-based compensation is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal. As specified in the listing standards, the Company cannot indemnify, or pay or reimburse for insurance for, a Section 16 officer for recoveries under this policy. The recovery period under the policy is three full years preceding the date our Board concludes, or reasonably should have concluded, that an accounting restatement is required. If applicable, the Company will provide the current or former Section 16 officer with a written demand for repayment or return and the method thereof. If such repayment or return is not made when due, the policy provides that the Company will take all reasonable and appropriate actions to recover such erroneously awarded compensation from such person.

  31. Summary Compensation Table for 2023 and 2022

    Summary Compensation Table for 2023 and 2022 The following table sets forth information concerning the total compensation received by, or earned by, each of the NEOs during the past two fiscal years.

  32. Summary Compensation Table for 2023 and 2022

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2)(3) | Option Awards ($) (4)(5) | All Other Compensation ($) (6) | Total ($) | | Bill Wilson, Chief Executive Officer | 2023 | 1,450,000 | 1,305,000 | 4,130,785 | — | 183,958 | 7,069,743 | | | 2022 | 1,450,000 | 2,900,000 | 603,500 | 2,538,856 | 119,145 | 7,611,501 | | Stuart Rosenstein, Executive Vice President and Chief Financial Officer | 2023 | 850,000 | 612,000 | 1,092,164 | 1,270,588 | 157,179 | 3,981,931 | | | 2022 | 850,000 | 680,000 | 603,500 | 1,218,652 | 158,469 | 3,510,621 | | Erik Hellum, Executive Vice President, Chief Operating Officer (7) | 2023 | 700,000 | 540,000 | 1,496,591 | — | 53,786 | 2,790,377 | | | 2022 | 700,000 | 600,000 | 603,500 | 812,433 | 36,390 | 2,752,323 |

  33. Summary Compensation Table for 2023 and 2022

    (1) The Company has utilized the Townsquare Media, Inc. Annual Performance Plan (the “Annual Bonus Plan”) since its IPO in 2014. The Annual Bonus Plan provides for the grant of bonus awards to employees of the Company and/or its subsidiaries and is administered by the Compensation Committee with respect to the executive officers. The Compensation Committee, in its sole discretion, grants bonus awards to executive officers in whole or in part in cash, common stock, or other property, based on any or all of the following: (i) attainment of time-based vesting conditions; (ii) attainment of any performance goal established by the Compensation Committee with respect to any performance period; or (iii) the Compensation Committee’s evaluation of a participant’s individual performance for the Company and/or its subsidiaries. Consistent with prior years, the bonus reflected in the table awarded to each NEO is a discretionary cash bonus awarded annually by the Compensation Committee that is subject to annual review. Under the Annual Bonus Plan, unless otherwise agreed by the Compensation Committee, an employee must be employed by the Company and/or its subsidiaries on the applicable date of payment of a bonus award in order to receive payment. Mr. Wilson’s 2022 bonus includes a one-time retention cash bonus that was paid in October 2022. (2) We granted Class A stock units to Messrs. Wilson and Hellum in January 2023 (representing 2022 service) and to our NEOs in December 2023 (representing 2023 service). The stock units included units that vest according to certain specified conditions related to the volume weighted average trading price of the Company’s common stock, and stock units that vests 33 1/3% on the first three anniversaries of the grant date. The grant date fair value of the stock units that vest according to certain specified conditions was determined using the Monte Carlo option pricing model, while the stock units that vest on the specified anniversaries of the grant date was determined using the closing price of our common stock on the grant date multiplied by the number of shares subject to the award, each as in accordance with ASC 718, which includes certain valuation assumptions. See Note 11 – Stockholders’ Equity of our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023, filed on March 15, 2024, for a discussion of all assumptions made by us in determining such grant date fair value. The grant date fair value of the stock awards granted in January 2023 did not take into consideration the dividend rights for unvested restricted stock, due to the Company’s reinstatement of dividends in May 2023. (3) We granted Class A common stock awards to our NEOs in February 2022, which were immediately vested. The grant date fair value of the stock awards was determined in accordance with ASC 718, which was the closing price of our common stock on the grant date multiplied by the number of shares subject to the award. (4) We granted stock options to Mr. Rosenstein in January 2023 (representing 2022 service). The options included an option to purchase the Company’s Class A common stock that vest according to certain specified conditions related to the volume weighted average trading price of the Company’s common stock, and an option to purchase the Company’s Class A common stock that vests 33 1/3% on the first three anniversaries of the grant date. The grant date fair value of the options that vest according to certain specified conditions was determined using the Monte Carlo option pricing, while the options that vest on the specified anniversaries of the grant date was determined using the Black-Scholes option pricing model, each as in accordance with ASC 718, which includes certain valuation assumptions. See Note 11 – Stockholders’ Equity of our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023, filed on March 15, 2024, for a discussion of all assumptions made by us in determining such grant date fair value. (5) We granted stock options to our NEOs in 2022. The options were granted to our NEOs in October 2022. The options included an option to purchase the Company’s Class A common stock that vest according to certain specified conditions related to the volume weighted average trading price of the Company’s common stock, and an option to purchase the Company’s Class A common stock that vests 33 1/3% on the first three anniversaries of the grant date. The grant date fair value of the options that vest according to certain specified conditions was determined using the Monte Carlo option pricing, while the options that vest on the specified anniversaries of the grant date was determined using the Black-Scholes option pricing model, each as in accordance with ASC 718, which includes certain valuation assumptions. See Note 11 - Stockholders’ Equity of our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023, for a discussion of all assumptions made by us in determining such grant date fair value. (6) Amounts set forth in this column include dividends on unvested restricted stock and the cost of insurance premiums for health insurance. (7) On December 21, 2023, for retention purposes, Mr. Hellum and the Company entered into a First Amendment to his Employment Agreement, solely for the purpose of increasing his base salary to $1,000,000, effective as of December 21, 2023.

  34. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table sets forth certain information with respect to outstanding equity awards of the NEOs as of December 31, 2023.

  35. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Bill Wilson | 12/28/2023 | — | — | (1) | | 114,784 | 934,330 | | | 12/28/2023 | — | — | (2) | | 114,784 | 1,249,998 | | | 1/18/2023 | — | — | (1) | | 165,563 | 696,457 | | | 1/18/2023 | — | — | (2) | | 165,563 | 1,250,001 | | | 10/7/2022 | 151,774 | 227,088 | 7.59(1) | 10/7/2032 | — | — | | | 10/7/2022 | 107,944 | 215,890 | 7.59(2) | 10/7/2032 | — | — | | | 12/21/2020 | 187,500 | 62,500 | 6.57(3) | 12/21/2030 | — | — | | | 5/31/2018 | 600,000 | — | 6.31(3) | 5/31/2028 | — | — | | | 8/19/2015 | 87,950 | — | 8.74(4) | 8/19/2025 | — | — | | | 7/25/2014 | 391,420 | — | 8.74(4) | 7/25/2024 | — | — | | Stuart Rosenstein | 12/28/2023 | — | — | (1) | | 57,392 | 467,165 | | | 12/28/2023 | — | — | (2) | | 57,392 | 624,999 | | | 1/18/2023 | — | 217,547 | 7.55 | | — | — | | | 1/18/2023 | — | 168,067 | 7.55 | | — | — | | | 10/7/2022 | 72,851 | 109,003 | 7.59(1) | 10/7/2032 | — | — | | | 10/7/2022 | 51,813 | 103,627 | 7.59(2) | 10/7/2032 | — | — | | | 12/21/2020 | 187,500 | 62,500 | 6.57(3) | 12/21/2030 | — | — | | | 11/8/2018 | 50,000 | — | 6.25(5) | 11/8/2028 | — | — | | | 5/31/2018 | 50,000 | — | 6.31(3) | 5/31/2028 | — | — | | | 8/19/2015 | 87,950 | — | 8.74(4) | 8/19/2025 | — | — | | | 7/25/2014 | 782,840 | — | 8.74(4) | 7/25/2024 | — | — | | Erik Hellum | 12/28/2023 | — | — | (1) | | 45,914 | 373,734 | | | 12/28/2023 | — | — | (2) | | 45,913 | 499,993 | | | 1/18/2023 | — | — | (1) | | 52,980 | 222,865 | | | 1/18/2023 | — | — | (2) | | 52,980 | 399,999 | | | 10/7/2022 | 48,567 | 72,668 | 7.59(1) | 10/7/2032 | — | — | | | 10/7/2022 | 34,542 | 69,085 | 7.59(2) | 10/7/2032 | — | — | | | 12/21/2020 | 150,000 | 50,000 | 6.57(3) | 12/21/2030 | — | — | | | 11/8/2018 | 50,000 | — | 6.25(5) | 11/8/2028 | — | — | | | 12/21/2017 | 100,000 | — | 8.24(5) | 12/21/2027 | — | — | | | 7/25/2014 | 79,665 | — | 8.74(4) | 7/25/2024 | — | — |

  36. Outstanding Equity Awards at December 31, 2023

    (1) The awards vest according to certain specified conditions related to the volume weighted average trading price of the Company’s common stock. See –Summary Compensation Table for 2023 and 2022, footnote 3. (2) The shares subject to these stock and option awards vest over a three-year period in one-third increments on each of the anniversaries of the applicable grant date. (3) The shares subject to this option award vest over a four-year period in 25% increments on each of the anniversaries of the applicable grant date. (4) Pursuant to the Company's option exchange which became effective on August 17, 2018, the NEO tendered a larger number of options with an exercise price of $9.63 in exchange for these options with an exercise price of $8.74 per share. The grant date shown in the above table reflects the original issuance date of the respective options. These options were fully vested upon grant, subject to restrictions on transfer that lapsed with respect to 20%, 25%, 25% and 30% of the options and underlying shares upon the first, second, third and fourth anniversaries of the grant date, respectively. All restrictions with respect to these options have lapsed. (5) Each of these options vested 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date.

  37. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In connection with the IPO, the Company adopted the 2014 Incentive Plan, as amended on January 27, 2021 to increase the number of shares issuable thereunder (as amended, the “2014 Incentive Plan”). The 2014 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company or its subsidiaries, as well as others performing consulting or advisory services for the Company, will be eligible for grants under the 2014 Incentive Plan. The purpose of the 2014 Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in the Company’s long-term success or compensation based on their performance in fulfilling their personal responsibilities. Set forth below is a summary of the material terms of the 2014 Incentive Plan. Award Agreement Awards granted under the 2014 Incentive Plan are evidenced by award agreements, which need not be identical, that provide additional terms, conditions, restrictions and/or limitations covering the grant of the award, including, without limitation, additional terms providing for the acceleration of exercisability or vesting of awards in the event of a change of control or conditions regarding the participant’s employment, as determined by the Compensation Committee. Change in Control In connection with a change in control, as defined in the 2014 Incentive Plan, the Compensation Committee may accelerate vesting of outstanding awards under the 2014 Incentive Plan. In addition, such awards may be, in the discretion of the committee, (1) assumed and continued or substituted in accordance with applicable law; (2) purchased by the Company for an amount equal to the excess of the price of a share of the Company’s common stock paid in a change in control over the exercise price of the awards; or (3) cancelled if the price of a share of the Company’s common stock paid in a change in control is less than the exercise price of the award. The Compensation Committee may provide for accelerated vesting or lapse of restrictions of an award at any time. Option awards held by our NEOs are subject to the terms of the 2014 Incentive Plan and are each governed by an award agreement evidencing such award. The award agreements set forth the terms and conditions of each respective option and, among other things, outline the effect of a change in control of the Company on outstanding awards. The option awards granted to the NEOs in 2014 and 2015 were fully vested upon grant but were subject to transfer restrictions that lapsed with respect to 20%, 25%, 25% and 30% of the options and underlying shares upon the first, second, third and fourth anniversaries of the grant date, respectively. Our NEOs also hold option awards granted in 2016, 2017, 2018, 2020, and 2023. These 2016, 2017, 2018, 2022 and 2023 options vest in equal portions on each of the third and fourth anniversaries of grant (with the exception of the May, 2018 grants which vest in equal portions on each of the first four anniversaries),the 2020 options vest in equal portions on each of the first four anniversaries of the grant, and the 2023 options vest in equal portions of each of the first three anniversaries of the grant, but are subject to “single-trigger” vesting and would become fully vested and exercisable in the event of a change in control of the Company. For purposes of the Company’s 2016, 2017, 2018, 2020, and 2022 option awards and the 2014 Incentive Plan, a “change in control” generally means one of the following: (i) any person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company), becoming the beneficial owner of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a business transaction or a director whose initial assumption of office occurs as a result of either an actual or threatened election or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (iii) a merger or consolidation of the Company or one of its subsidiaries with any other corporation that results in the voting securities of the Company outstanding prior to the transaction no longer representing at least 50% of the combined voting power of the voting securities of the Company or its successor outstanding immediately after such merger or consolidation; or (iv) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition to a person or persons who beneficially own 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale. For purposes of the Company’s 2014 and 2015 equity awards, a “change in control” generally means one of the following: (i) any person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company or Oaktree), becoming the beneficial owner of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; or (ii) a merger or consolidation of the Company or one of its subsidiaries with any other corporation that results in the voting securities of the Company outstanding prior to the transaction no longer representing at least 50% of the combined voting power of the voting securities of the Company or its successor outstanding immediately after such merger or consolidation.

  38. Pay Versus Performance

    Pay Versus Performance We are providing the following information about the relationship between executive compensation actually paid (CAP) and certain financial performance of the Company as required by SEC rules. Please see “Named Executive Officer Compensation” for discussion of our compensation program. The information contained in this “Pay Versus Performance” section of this Proxy Statement shall not be deemed “soliciting material” or otherwise considered “filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that the Company specifically incorporates such information by reference in such filing.

  39. Pay Versus Performance Table

    Pay Versus Performance Table

  40. Pay Versus Performance Table

    | Year | Summary compensation table total for PEO ($) (1) | Compensation actually paid to PEO ($) (2) | Average summary compensation table total for non-PEO named executive officers ($) (3) | Average compensation actually paid to non-PEO named executive officers ($) (4) | Value of initial $100 investment based on total shareholder return ($) (5) | Net income ($) (6) | | 2023 | 7,069,743 | 6,798,861 | 3,386,019 | 3,447,437 | $158.61 | (43,022,000) | | 2022 | 7,611,501 | 7,548,619 | 3,131,472 | 3,220,829 | $108.90 | 14,390,000 | | 2021 | 2,090,354 | 2,891,854 | 1,387,940 | 1,380,315 | $200.15 | 18,784,000 |

  41. Pay Versus Performance Table

    (1) Reflects the amount reported in the “Total” column of the Summary Compensation Table for Mr. Wilson for each corresponding year. See “Named Executive Officer Compensation Tables - Summary Compensation Table for 2023 and 2022” and “Named Executive Officer Compensation Tables - Summary Compensation Table for 2022 and 2021” and in our 2023 Definitive Proxy Statement filed with the SEC on March 27, 2023. (2) The amounts reported in this column represent CAP for Mr. Wilson for each corresponding year computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to Mr. Wilson during any applicable year. To determine CAP, the adjustments below were made to Mr. Wilson’s total compensation.

  42. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less | Reported Value of Equity Awards ($)(a) | Plus | Equity Award Adjustments ($)(b) | Equals | CAP for PEO ($) | | 2023 | 7,069,743 | - | 4,130,785 | + | 3,859,903 | = | 6,798,861 | | 2022 | 7,611,501 | - | 3,142,356 | + | 3,079,474 | = | 7,548,619 | | 2021 | 2,090,354 | - | — | + | 801,500 | = | 2,891,854 |

  43. Pay Versus Performance Table

    (a) Amounts reflect the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” column in the “Named Executive Officer Compensation Tables - Summary Compensation Table for 2023 and 2022” and “Named Executive Officer Compensation Tables - Summary Compensation Table for 2022 and 2021” and in our 2023 Definitive Proxy Statement filed with the SEC on March 27, 2023. (b) The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted in the applicable year and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for Mr. Wilson are as follows:

  44. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2023 | 4,981,071 | (571,527) | — | (549,641) | — | — | 3,859,903 | | 2022 | 2,777,724 | 2,500 | 603,500 | (364,250) | — | 60,000 | 3,079,474 | | 2021 | — | 1,875 | — | 739,625 | — | 60,000 | 801,500 |

  45. Pay Versus Performance Table

    (3) Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group (excluding Mr. Wilson) for each corresponding year. See “Named Executive Officer Compensation Tables - Summary Compensation Table for 2023 and 2022” and “Named Executive Officer Compensation Tables - Summary Compensation Table for 2022 and 2021” and in our 2023 Definitive Proxy Statement filed with the SEC on March 27, 2023. The names of each of the other NEOs (excluding Mr. Wilson) included for purposes of calculating the average amounts in each applicable year are Stuart Rosenstein and Erik Hellum. (4) Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Wilson), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect an average of the actual amount of compensation earned by or paid to the other NEOs as a group (excluding Mr. Wilson) during the applicable year. The adjustments below were made to the average total compensation for the NEOs as a group (excluding Mr. Wilson) for each year to determine the CAP for such year.

  46. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Less | Average Reported Value of Equity Awards ($) | Plus | Average Equity Award Adjustments ($)(a) | Equals | Average CAP for Non-PEO NEOs ($) | | 2023 | 3,386,019 | - | 1,286,448 | + | 1,347,866 | = | 3,447,437 | | 2022 | 3,131,472 | - | 1,619,043 | + | 1,708,400 | = | 3,220,829 | | 2021 | 1,387,940 | - | — | + | (7,625) | = | 1,380,315 |

  47. Pay Versus Performance Table

    (a) See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEOs as a group (excluding Mr. Wilson) are as follows:

  48. Pay Versus Performance Table

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 1,925,582 | (310,986) | — | (266,730) | — | — | 1,347,866 | | 2022 | 1,111,088 | 1,750 | 603,500 | (7,938) | — | — | 1,708,400 | | 2021 | — | 1,188 | — | (8,813) | — | — | (7,625) |

  49. Pay Versus Performance Table

    (5) The amounts reported in this column represent the Company’s cumulative TSR, which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the measurement period by the Company’s share price at the beginning of the measurement period. (6) The amounts reported in this column represent net income reflected in the Company’s audited financial statements for the applicable year.

  50. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table The Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table, including CAP, as required by Item 402(v) of Regulation S-K. The Compensation Committee does not use TSR or net income in its compensation programs. However, we do utilize several other performance measures to align executive compensation with our performance, see “Named Executive Officer Compensation.” Part of the compensation our NEOs are eligible to receive consists of annual discretionary bonuses that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals, subject to certain criteria. We implemented a new annual equity program in October 2022, whereby the Compensation Committee granted time-based stock options (50% of the grant value) and discretionary stock options (50% of the grant value) to purchase the Company’s Class A common stock to each NEO, see “Named Executive Officer Compensation - 2022 Equity Grants.” •For 2023, the compensation actually paid for the PEO & the non-PEO NEOs as a percentage of net loss was approximately 16% and 8%, respectively, as expressed on an absolute basis. •For 2022, the compensation actually paid for the PEO & the non-PEO NEOs as a percentage of net income was approximately 52% and 22%, respectively. •For 2021, the compensation actually paid for the PEO & the non-PEO NEOs as a percentage of net income was approximately 15% and 7%, respectively. •Compensation actually paid to the PEO increased by $4,656,765, or approximately 261%, in 2022. •Compensation actually paid to the PEO decreased by $749,758, or approximately 10%, in 2023. •Average compensation actually paid to the remaining non-PEO NEOs increased by $1,840,514, or approximately 133%, in 2022. •Average compensation actually paid to the remaining non-PEO NEOs increased by $226,608, or approximately 7%, in 2023. •TSR decreased from $200.15 in 2021 to 108.90 in 2022, or approximately 45%. •TSR increased from $108.90 in 2022 to $158.61 in 2023, or approximately 46%. •Net Income decreased approximately 23% from 2021 to 2022. •Net Income decreased to a Net Loss of $43,022,000 from 2022 to 2023. The changes in compensation actually paid to our PEO and non-PEO NEOs in 2021 and 2022 as described in the pay versus performance table were largely driven by a market study performed by WTW in 2022 to compare NEO compensation to industry peers which resulted in increases in annual salary and other equity incentive awards. In addition, for the year ended December 31, 2023, we recorded total impairment charges of $90.6 million primarily related to FCC licenses and investments, as compared to $26.1 million of impairment charges related to FCC licenses during the year ended December 31, 2022. See Annual Report on Form 10-K for the years ending December 31, 2023 and December 31, 2022.

  51. Indemnification of Directors and Officers

    Indemnification of Directors and Officers The Company has entered into indemnification agreements with each of its current and former directors and executive officers. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Company also intends to enter into indemnification agreements with future directors and executive officers.

  52. PROPOSAL ONE - ELECTION OF CLASS I DIRECTORS

    PROPOSAL ONE - ELECTION OF CLASS I DIRECTORS Townsquare’s Board consists of seven directors. The Board is divided into three classes, each serving staggered, three-year terms. The Board has re-nominated B. James Ford, David Lebow, and Gary D. Way to be elected to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until such director’s earlier retirement, resignation or other termination of service. The remaining directors are in Class II (terms expire at the 2025 annual meeting of stockholders) and Class III (terms expire at the 2026 annual meeting of stockholders). Additional information regarding the director nominees and the remaining directors are set forth in “Directors and Corporate Governance” above. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the three nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the reelection of the Board’s three nominees. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the Board may designate a substitute nominee and the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. Alternatively, the Board may leave the position vacant or reduce the size of the Board.