Corporate Board Profile
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| Filing Date | Source Excerpt |
|---|---|
| 2001-04-26 | The members of the Audit Committee are Messrs. Jones and McNeill. The Audit Committee held one meeting during the last fiscal year. The members of the Compensation Committee are Messrs. Jones and McNeill. Compensation of Directors Our non-officer Directors are reimbursed for all out-of-pocket expenses related to meetings attended. In addition, Mr. Marcus receives an annual stipend of $24,000. Our other non-officer Directors receive no additional compensation for their services as Directors. Our officers who serve as directors do not receive compensation for their services as Directors other than the compensation they receive as officers of Radio One. |
| 2002-04-18 | Terry L. Jones Director since 1995 Age: 55................... Mr. Jones has been a director of Radio One since 1995. Since 1990, Mr. Jones has been President of Syndicated Communications, Inc., a communications venture capital investment company, and its wholly owned subsidiary, Syncom Capital Corporation. He joined Syndicated Communications, Inc. in 1978 as a Vice President. Mr. Jones serves in various capacities, including director, president, general partner and vice president, for various other entities affiliated with Syndicated Communications, Inc. He also serves on the board of directors of Delta Capital Corporation, Sun Delta Capital Access Center, Cyber Digital Inc. and the Southern African Enterprise Development Fund. Mr. Jones earned his B.S. degree from Trinity College, his M.S. from George Washington University and his M.B.A. from Harvard Business School. Compensation Committee Our compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong. The functions of the compensation committee include: . reviewing and approving the salaries, bonuses and other compensation of our executive officers, including stock option grants; . establishing and reviewing policies regarding executive officer perquisites; and . performing such other duties as shall from time to time be delegated by the board. The compensation committee held three meetings during the last fiscal year. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Radio One has formed a compensation committee of the board of directors, and all of the directors serving on such committee are directors who are not employees of Radio One. The compensation committee is comprised of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong. No member of our compensation committee has a relationship that would constitute an interlocking relationship with executive officers or directors of another entity. (See Certain Relationships and Related Transactions). COMPENSATION POLICIES AND PHILOSOPHY The financial success of Radio One is linked to the ability of its executive officers and managers to direct Radio One's current operations, assess the advantages of potential acquisitions, and realign the operations of the acquired entities with the operating policies of Radio One. A major objective of Radio One's compensation strategy is to attract and retain top-quality executive officers and managers. Another objective of Radio One's compensation strategy is to reward executive officers and managers based on the financial performance of operations under their control. Financial incentives are used to motivate those responsible to achieve Radio One's financial goals and to align the interests of Radio One's managers with the interests of Radio One's stockholders. In order to achieve the foregoing objectives, Radio One uses a combination of base salary, cash bonuses, and stock options, as well as the extension of secured and unsecured loans for purposes germane to the mutual success of Radio One and its executive officers. To that end, in 2001 Radio One extended to Mr. Liggins a secured loan in the amount of $21,105,000, bearing interest at the applicable federal rate and evidenced by a full recourse promissory note due on the earlier of April 8, 2005 or the sixtieth day following the termination of Mr. Liggins' employment. The purpose of the loan was to allow Mr. Liggins to purchase from Radio One 1,500,000 unregistered shares of class D common stock for a purchase price of $14.07 per share, as provided for in his employment agreement. (See Executive Officers' Loans). In establishing the compensation levels for Radio One's executive officers, the compensation committee considers a number of factors, including the level and types of compensation paid to executive officers in similar positions by comparable companies. In addition, the compensation committee evaluates Radio One's performance by looking at factors such as performance relative to competitors, performance relative to business conditions and the success of Radio One in meeting its financial objectives. Components of Compensation Executive officer base salaries are established in relation to salaries for individuals in comparable positions paid by other companies in the radio broadcast industry. Executive officer cash bonuses are used to provide executive officers with financial incentives to meet annual performance targets. The performance targets are based on Radio One's budgeted goals pursuant to a detailed annual operating plan. Bonus recommendations for executive officers other than the Chief Executive Officer ("CEO") are proposed by the CEO, reviewed and, when appropriate, revised and approved by the compensation committee. The compensation committee also establishes the bonus level for the CEO. The compensation committee believes that equity ownership by the executive officers, managers, and other employees of Radio One provides incentive to build stockholder value and aligns the interests of these employees with the interests of stockholders. Upon hiring executive officers, managers, and certain other key employees, the board of directors, typically approves stock option grants under the stock option plan, subject to applicable vesting periods. Thereafter, the board of directors considers awarding additional grants, usually on an annual basis, under the stock option plan. The board of directors believes these additional annual grants will provide incentives for executive officers, managers, and key employees to remain with Radio One. Options are granted at the current market price of Radio One's common stock and, consequently, have value only if the price of Radio One's common stock increases over the exercise price. The size of the initial and periodic grants to employees other than the CEO and the executive officers are proposed by the CEO, reviewed and, when appropriate, revised and approved by either the compensation committee or by the board of directors. The board of directors establishes the size of the initial and periodic grants to the CEO and the other executive officers. Compensation of the CEO Mr. Liggins is compensated with an annual base salary of $500,000, subject, under the terms of his employment agreement, to an annual increase of not less than 5% and annual bonuses based on the performance of Radio One. The compensation committee has established base compensation for the CEO at a level appropriate for the duties and scope of responsibilities of the position, and this level is intended to be competitive with comparable broadcasting companies. The compensation committee reviews the performance of the CEO of Radio One, as well as other executive officers of Radio One annually. Respectfully submitted, Compensation Committee Terry L. Jones Brian W. McNeill D. Geoffrey Armstrong |
| 2003-04-25 | Mr. Jones has been a director of Radio One since 1995. Since 1990, Mr. Jones has been President of Syndicated Communications, Inc., a communications venture capital investment company... The compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong... Our nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W. McNeill... During 2002, our directors received no compensation for service as directors of Radio One. |
| 2004-04-27 | Terry L. Jones Director since 1995 Age: 57 Since 1990, Mr. Jones has been President of Syndicated Communications, Inc., a communications venture capital investment company... Our non-officer directors each receive a retainer of $20,000 annually... The compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong... The Nominating Committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W. McNeill. |
| 2005-04-25 | Terry L. Jones Director since 1995 Age: 58 ... Our non-officer directors each receive a retainer of $20,000 annually ... Directors serving as Chairperson of a committee receive an extra $10,000 per annum ... The compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong ... The nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W. McNeill. |
| 2006-05-01 | Our non-officer directors each receive a retainer of $20,000 annually. In addition, they receive $1,000 per quarterly board meeting attended, and are reimbursed for all out-of-pocket expenses related to meetings attended. Directors serving as Chairperson of a committee of the board of directors receive an extra $10,000 per annum. During 2004 and 2005, each of our non-officer directors also received options to purchase 5,000 and 10,000 shares of Class D common stock, respectively. Our officers who serve as directors do not receive compensation for their services as directors other than the compensation they receive as officers of Radio One. |
| 2007-06-22 | Terry L. Jones Director since 1995 Age: 60 The compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong. The compensation committee held three meetings during 2006. 2006 Director Compensation Terry L. Jones Fees Earned or Paid in Cash ($): 37,000 |
| 2008-04-17 | Terry L. Jones\nDirector since 1995\nAge: 61\nSince 1990, Mr. Jones has been President of Syndicated Communications, Inc. (\u201cSyncom\u201d), a communications venture capital investment company...\nOur compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong. The compensation committee held six meetings during 2007...\n2007 Director Compensation\nName Fees Earned or Paid in Cash ($)\nTerry L. Jones 34,000 |
| 2009-11-06 | Terry L. Jones Director since 1995 Age: 62 Since 1990, Mr. Jones has been President of Syndicated Communications, Inc. ... The compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong. The nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W. McNeill. 2008 Director Compensation Terry L. Jones Fees Earned or Paid in Cash $ 24,500 Option Awards $ 3,420 Total $ 27,920 |
| 2010-04-30 | Terry L. Jones Director since 1995 Age: 63 Since 1990, Mr. Jones has been President of Syndicated Communications, Inc. ... Our compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong. ... 2009 Director Compensation Name Fees Earned or Paid in Cash $ (1) Option Awards $ (2) Total $ Terry L. Jones (3) 7,500 - 7,500 |
| 2011-04-04 | Terry L. Jones Director since 1995 Age: 63 ... Mr. Jones’ qualifications to serve as a director include his knowledge of Radio One, his many years of senior management experience at various public and private media enterprises, and his ability to provide insight into a number of areas including governance, executive compensation and corporate finance. ... The compensation committee was comprised of Terry L. Jones, D. Geoffrey Armstrong and Brian W. McNeill. ... Director Compensation 2010: Terry L. Jones Fees Earned or Paid in Cash $7,500, Option Awards $8,528, Total $16,028. |
| 2012-04-26 | Terry L. Jones Director since 1995 Age: 65 ...Mr. Jones’ qualifications to serve as a director include his knowledge of Radio One, his many years of senior management experience at various public and private media enterprises, and his ability to provide insight into a number of areas including governance, executive compensation and corporate finance. ... The compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong. ... Our nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W. McNeill. ... 2011 Director Compensation Terry L. Jones -- 31,497 31,497 |
| 2013-10-03 | Terry L. Jones Director since 1995 Age: 66 Mr. Jones is the Managing Member of the General Partner of Syndicated Communications Venture Partners V, L.P. and the Managing Member of Syncom Venture Management Co., LLC ("Syncom"). ... Mr. Jones’ qualifications to serve as a director include his knowledge of Radio One, his many years of senior management experience at various public and private media enterprises, and his ability to provide insight into a number of areas including governance, executive compensation and corporate finance. The compensation committee consists of Terry L. Jones, Brian W. McNeill, Dennis A. Miller and D. Geoffrey Armstrong. The compensation committee held one formal meeting during the calendar year ended December 31, 2012. 2012 Director Compensation Name Fees Earned or Paid in Cash $ (1) Option Awards $ (1)(2) Total $ Terry L. Jones (3) 66,000 22,263 88,263 |
| 2014-04-25 | Terry L. Jones Director since 1995 Age: 67 ... Mr. Jones’ qualifications to serve as a director include his knowledge of Radio One, his many years of senior management experience at various public and private media enterprises, and his ability to provide insight into a number of areas including governance, executive compensation and corporate finance. ... compensation committee was comprised of Terry L. Jones ... The compensation committee held three formal meetings during the calendar year ended December 31, 2013. ... compensation committee was comprised of Terry L. Jones, Ronald E. Blaylock, D. Geoffrey Armstrong, Dennis A. Miller and Brian W. McNeill. ... 2013 Director Compensation ... Terry L. Jones Fees Earned or Paid in Cash 64,000 ... Stock Awards 12,261 ... Option Awards 17,184 ... Total 93,445 |
| 2015-04-23 | Terry L. Jones Director since 1995 Age: 68 Mr. Jones is the Managing Member of the General Partner of Syndicated Communications Venture Partners V, L.P. and the Managing Member of Syncom Venture Management Co., LLC ("Syncom"). ... Mr. Jones’ qualifications to serve as a director include his knowledge of Radio One, his many years of senior management experience at various public and private media enterprises, and his ability to provide insight into a number of areas including governance, executive compensation and corporate finance. 2014 Director Compensation Terry L. Jones (3) 75,000 Fees Earned or Paid in Cash 42,336 Option Awards 117,336 Total |
| 2017-04-28 | Terry L. Jones Director since 1995 Age: 70 ... Mr. Jones qualifies as an independent director ... The audit committee consists of D. Geoffrey Armstrong, Brian W. McNeill and Terry L. Jones ... The compensation committee consists of Terry L. Jones, Ronald E. Blaylock, Brian W. McNeill and D. Geoffrey Armstrong ... Our nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W. McNeill ... 2016 Director Compensation: Terry L. Jones Fees Earned or Paid in Cash $80,000 Stock Awards $50,067 Total $130,067 |
| 2018-04-30 | Terry L. Jones Director since 1995 Age: 71 Mr. Jones is the Managing Member of the General Partner of Syndicated Communications Venture Partners V, L.P. and the Managing Member of Syncom Venture Management Co., LLC ("Syncom"). ... Mr. Jones' qualifications to serve as a director include his knowledge of Urban One, his many years of senior management experience at various public and private media enterprises, and his ability to provide insight into a number of areas including governance, executive compensation and corporate finance. Audit Committee The audit committee consists of D. Geoffrey Armstrong, Brian W. McNeill and Terry L. Jones ... The audit committee met five times during the calendar year ended December 31, 2017. Compensation Committee Our compensation committee consists of Terry L. Jones, Ronald E. Blaylock, Brian W. McNeill and D. Geoffrey Armstrong. Nominating Committee Our nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W. McNeill. 2017 Director Compensation Terry L. Jones (3) Fees Earned or Paid in Cash $75,000 Stock Awards $49,985 Total $124,985 |
| 2020-04-29 | Terry L. Jones Director since 1995 Age: 73 Mr. Jones is the Managing Member of the General Partner of Syndicated Communications Venture Partners V, L.P. and the Managing Member of Syncom Venture Management Co., LLC ("Syncom"). ... Mr. Jones' qualifications to serve as a director include his knowledge of Urban One, his many years of senior management experience at various public and private media enterprises, and his ability to provide insight into a number of areas including governance, executive compensation and corporate finance. The audit committee consists of D. Geoffrey Armstrong, Brian W. McNeill and Terry L. Jones, each of whom satisfies the requirements for audit committee membership under the listing standards of the NASDAQ Stock Market. ... The audit committee met four times during the calendar year ended December 31, 2019. Our compensation committee consists of Terry L. Jones, Brian W. McNeill and D. Geoffrey Armstrong. ... The compensation committee acted one time by written consent during the calendar year ended December 31, 2019. Our nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W. McNeill. ... The nominating committee acted once by written consent during the calendar year ended December 31, 2019. 2019 Director Compensation Name Fees Earned or Paid in Cash $ (1) Stock Awards $ (1)(2) Total $ Terry L. Jones (3) 85,000 49,857 134,857 |
| 2021-04-30 | Terry L. Jones Director since 1995 Age: 74 Mr. Jones is the Managing Member of the General Partner of Syndicated Communications Venture Partners V, L.P. and the Managing Member of Syncom Venture Management Co., LLC ("Syncom"). ... Mr. Jones’ qualifications to serve as a director include his knowledge of Urban One, his many years of senior management experience at various public and private media enterprises, and his ability to provide insight into a number of areas including governance, executive compensation and corporate finance. The audit committee consists of Brian W. McNeill, Terry L. Jones and Doyle Mitchell... The audit committee met six times during the calendar year ended December 31, 2020. Our compensation committee consists of Terry L. Jones, Brian W. McNeill and Doyle Mitchell. Our nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W. McNeill. 2020 Director Compensation Name Fees Earned or Paid in Cash $ Stock Awards $ (1) (2) Total $ Terry L. Jones (3) 85,000 50,071 135,071 |
| 2022-04-29 | Terry L. Jones is a Class A director, age 75. He is a member of the Audit Committee and Compensation Committee. 2021 Director Compensation shows fees earned or paid in cash $85,000 and stock awards $48,853 totaling $133,853. |
| 2023-08-04 | Terry L. Jones is the Managing Member of the General Partner of Syndicated Communications Venture Partners V, L.P. and the Managing Member of Syncom Venture Management Co., LLC. He has been a director since 1995 and is an independent director. He serves on the Audit Committee, Compensation Committee, and Nominating Committee. In 2022, he received $85,000 in cash fees and $48,865 in stock awards, totaling $133,865. |
| 2024-08-21 | Pursuant to our director compensation policy in effect for the year ended December 31, 2023, our non-employee directors each received an annual retainer of $50,000 which is paid in equal installments on a quarterly basis and $50,000 of restricted stock units which vest over a two-year period. In addition, they receive $10,000 annually for being a member of a committee (the chairperson of each committee receives an additional $5,000 per annum) and are reimbursed for all out-of-pocket expenses related to meetings attended. Under our policies, the grant date for the Non-Employee Director Annual Award is the fifth day of the month following the date of the annual stockholder meeting. 2023 Director Compensation: Terry L. Jones Fees Earned or Paid in Cash $85,000 Stock Awards $49,949 Option Awards $0 Total $134,949 |
Data sourced from SEC filings. Last updated: 2026-03-05