Shareholder “Say on Pay” in an era when some believe corporate executives are earning far more than their subordinates is something seen across various publicly traded media companies.
Among these radio and TV companies is Urban One, the parent of the TV One cable TV network and its Radio One group of AM and FM stations. The company will hold its 2018 annual shareholders meeting on Tuesday, June 19, at its Silver Spring, Md., headquarters, and among the key agenda items is an advisory vote on executive compensation.
But, there’s also “an advisory vote on the frequency of votes on executive compensation.”
All shareholders as of April 24, 2018, can attend the annual meeting or participate by proxy.
The first matter of business on the Urban One shareholders meeting agenda is the election of Terry L. Jones, Managing Member of the General Partner of Syndicated Communications Venture Partners V, and Brian W. McNeill, founder and Managing General Partner of media investment firm Alta Communications, as Class A directors to serve until the 2019 annual meeting of stockholders “or until their successors are duly elected and qualified.”
Jones, 71, has been a director since 1995. McNeill, aged 62, has also been a director since 1995.
Also on the agenda: the election of Chairperson of the Board and company founder Cathy Hughes, President/CEO Alfred Liggins III, 310 Partners CEO D. Geoffrey Armstrong and GenNx360 Capital Partners Managing Partner Ronald E. Blaylock as directors for the next year.
Armstrong has been a director since 2001; Blaylock has been a director of the company formerly known as Radio One since 2002.
Then comes the non-binding vote on executive pay.
As Chairperson, Hughes stands to receive $1 million in salary. There’s also $800,899 in stock awards, $247,492 in option awards, and $16,129 in “other compensation,” bringing her total 2017 earnings at Urban One to $2.065 million.
That’s roughly $29,000 lower than in 2016.
Also taking home a lower paycheck in 2017 is CFO Peter Thompson, who has a base salary of $650,000, and is eligible for stock awards of $457,480, in addition to option awards of $141,230. As such, he will earn $1.25 million in 2017, down from $1.62 million in 2016.
What about Mr. Liggins? His base salary remains at $1.25 million, and he’s not getting a bonus as he did in 2016. But, he is earning $1.33 million in stock awards, and $412,486 in option awards.
It’s his “other compensation” that’s the big takeaway, and that totals $3.197 million in 2017, up from $1.92 million in 2016.
What is this “other compensation”? Liggins’ employment terms provide, among other things, “that in recognition of Liggins’ contributions in founding TV One on our behalf, he is eligible to receive an award amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the company’s aggregate investment in TV One.”
Urban One’s obligation to pay the award to Liggins was triggered during 2016, the company notes, after its recovery of the aggregate amount of its pre-Comcast Buyout capital contribution in TV One, and only upon actual receipt of distributions of cash or marketable securities.
An award in the amount of $3,100,481 and $1,799,897 was paid in 2017 and 2016, respectively.
In addition, for 2017 and 2016, Urban One provided financial services and administrative support to Liggins in the amounts of $96,076 and $120,457, respectively.
Liggins is entitled to a base salary payable at the annualized rate of $1.25 million per year and eligible for a bonus of $1.25 million, 50% of which will be paid on a discretionary basis with the remaining 50% paid in accordance with certain performance metrics, as determined by the compensation committee in consultation with Liggins.
Liggins also has periodic personal use of a private aircraft up to a maximum of 25 hours per year, subject to the Urban One’s financial position.
Urban One shares opened Tuesday’s trading at $1.95 per share. It has struggled to surpass $2.25 per share since July 2017.
Where the stock moves on Wednesday is anyone’s guess: Urban One will release its Q1 2018 financial results and hold a conference call to discuss its performance at 10am Eastern.
