On December 21, 2022, Townsquare Media, Inc. appointed Gary D. Way to the Board, effective as of January 1, 2023, as a Class I director, to fill the opening created by the Board expansion, with a term expiring at the 2024 annual meeting of stockholders, or until his successor is duly elected and qualified, or his earlier death, resignation, removal or retirement. Based upon information requested from and provided by Mr. Way concerning his background, employment and affiliations, including family relationships, the Board determined that Mr. Way does not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that Mr. Way is “independent” as that term is defined under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing requirements of the New York Stock Exchange. There are no transactions in which Mr. Way has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Way and any other persons pursuant to which he was appointed as director of the Company.

Gary D. Way, age 64, retired in October 2020 from his role as General Counsel of the Jordan Brand, a division of NIKE, Inc. (“NIKE”), having served in such capacity since February 2017. 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.