Beasley Broadcast Group Inc DEF 14A, filed Apr 29, 2025
Beasley Broadcast Group Inc (BBGI)
About this DEF 14A
Beasley Broadcast Group Inc filed this DEF 14A on April 29, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other than the Registrant
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
3033 Riviera Drive
Suite 200
Naples, Florida 34103
(239) 263-5000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 25, 2025
The Annual Meeting of Stockholders of Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, June 25, 2025, at 12:00 p.m. Eastern Time, at the corporate offices of Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103, for the following purposes:
The foregoing matters are described in more detail in the attached Proxy Statement.
The Company’s Board of Directors has fixed April 28, 2025 as the record date for determining stockholders entitled to vote at the Annual Meeting of Stockholders.
The Company’s Proxy Statement is attached hereto. Financial and other information about the Company is contained in the Annual Report to Stockholders for the year ended December 31, 2024.
You are cordially invited to attend the meeting in person. Your participation in these matters is important, regardless of the number of shares you own. The notice accompanying this Proxy Statement contains instructions on how to submit your proxy by telephone or via the Internet. Whether or not you expect to attend in person, we urge you to vote as promptly as possible. You will be most welcome at the meeting and may then vote in person if you so desire, even though you may have executed and returned the proxy. Any stockholder who executes such a proxy may revoke it at any time before it is exercised.
By Order of the Board of Directors, |
Chris Ornelas |
General Counsel and Secretary |
Naples, Florida
April 29, 2025
3033 Riviera Drive
Suite 200
Naples, Florida 34103
(239) 263-5000
PROXY STATEMENT
The Board of Directors (the “Board”) of Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), is soliciting your proxy with this Proxy Statement. Your proxy will be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, June 25, 2025, at 12:00 p.m. Eastern Time, at the corporate offices of Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103, and any adjournment or postponement thereof. This Proxy Statement and the Company’s Annual Report to Stockholders are first being made available to stockholders on or about April 29, 2025.
VOTING SECURITIES
Voting Rights and Outstanding Shares
Only stockholders of record on the books of the Company as of 5:00 p.m. Eastern time, April 28, 2025, which is the “Record Date,” will be entitled to vote at the Annual Meeting. At the close of business on April 28, 2025, the Company had 960,059 shares of Class A Common Stock outstanding (the “Class A Common Stock”) and 833,137 shares of Class B Common Stock outstanding (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”).
Under the Company’s Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws (the “Bylaws”), in the election of directors, the holders of the Class A Common Stock are entitled to vote as a separate class, exclusive of all other stockholders, to elect two of the Company’s directors, with each Class A Common Stock being entitled to one vote. With respect to the election of the other four directors and all other matters submitted to the stockholders for vote, the holders of Common Stock shall vote as a single class, with each Class A Common Stock being entitled to one vote and each Class B Common Stock entitled to ten votes.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by the Inspector of Elections with the assistance of the Company’s transfer agent. Except with respect to the election of directors (which is discussed separately under “Proposal No. 1: Election of Directors”), the affirmative vote of a majority of votes cast in person or by proxy at a duly held meeting at which a quorum is present is required under our Bylaws for approval of the proposals presented in this Proxy Statement. For Proposal No. 3: Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation, in the event that no option receives a majority of the votes cast, we will still take into consideration the voting results before making a determination as to when the next advisory votes to approve named executive officer compensation will be held.
The Inspector will also determine whether or not a quorum is present. Our Bylaws provide that a quorum consists of the presence in person or by proxy of at least a majority of the votes entitled to be cast on a matter to be acted upon at the Annual Meeting. An abstention is deemed present but it is not deemed a vote cast. Broker non-votes occur when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power on that item and has not received instructions from the beneficial owner. Abstentions and broker non-votes are included in determining whether a quorum is present but are not included in the tabulation of the voting results. As such, abstentions and broker non-votes will have no effect on the voting results with respect to the election of directors or the proposals requiring the affirmative vote of a majority of the votes cast at the Annual Meeting. The ratification of the
appointment of the Company’s independent registered public accounting firm is a routine proposal on which brokers, banks or other nominees possess discretionary voting power absent instructions from the beneficial owner. Thus, the Company does not expect any broker non-votes on this proposal.
Stockholders of record may submit their proxy by telephone or via the Internet prior to the Annual Meeting, rather than filling out and mailing a proxy card. To help explain this process, we have included a brief question and answer section below.
How do I vote my shares without attending the Annual Meeting?
If you are a stockholder of record, you can vote by telephone or via the Internet by following the instructions on the Notice of Availability of Proxy Materials.
If your shares are held in the name of a bank, broker or other nominee, follow the voting instructions on the form that you receive from them. The availability of telephone and Internet voting will depend on the process of the bank, broker or other nominee. Your bank, broker or other nominee will not be permitted to exercise voting discretion as to the matters to be acted upon other than the ratification of the appointment of the Company’s independent registered public accounting firm. Therefore, please give voting instructions to your bank, broker or other nominee.
How will my proxy be voted?
Your proxy, when properly submitted by telephone or via the Internet and not revoked, will be voted in accordance with your instructions. If any other matter is properly presented, the persons named as proxies will have discretion to vote in their best judgment.
Unless you give other instructions when you cast your vote by telephone or Internet, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors and a vote will be cast FOR the election of each of the nominees for director, FOR the advisory vote to approve named executive officer compensation, for 1 YEAR as the recommended frequency of future advisory votes to approve named executive officer compensation, FOR the ratification of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, FOR the approval of the 2025 Equity Incentive Award Plan and as the proxy holders deem advisable on other matters that may come before the meeting. If a bank, broker or other nominee indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present with respect to that matter. The Company believes that the tabulation procedures to be followed by the Inspector are consistent with the general statutory requirements in Delaware concerning voting of shares and determination of a quorum.
May I revoke or change my vote?
If you are a stockholder of record, you may revoke your proxy at any time before it is actually voted by:
Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other nominee, or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.
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How do I vote my shares in person at the Annual Meeting?
Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described above and on the Notice of Availability of Proxy Materials, so that your vote will be counted if you later decide not to attend the Annual Meeting.
What is the deadline for voting my shares?
If you are a stockholder of record, and plan to vote by telephone or via the Internet, your vote must be received by 11:59 p.m. Eastern time on June 24, 2025. If your shares are held in street name, you should return your voting instructions in accordance with the instructions provided by the bank, broker or other nominee that holds the shares on your behalf.
Who is paying for this proxy solicitation?
The cost of soliciting proxies will be borne by the Company. In addition, the Company may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners.
Proxies may also be solicited by certain of the Company’s directors, officers and regular employees, without additional compensation, personally, by telephone or via electronic communications.
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting to hold office until the next Annual Meeting of stockholders or until their respective successors are elected and qualified.
Nominees for election to the Board of Directors shall be approved by the following vote:
Abstentions from voting on the election of directors and broker non-votes will have no effect on the outcome of the election of directors. In the event any nominee is unable or unwilling to serve as a nominee, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the present Board of Directors or the proxy holders to fill such vacancy, or for the balance of those nominees named without nomination of a substitute, and/or the size of the Board of Directors may be reduced in accordance with the Bylaws of the Company. The nominees named below have agreed to serve if elected, and the Board of Directors has no reason to believe that any of the persons named will be unable or unwilling to serve as a nominee or as a director if elected.
The Board of Directors believes that each of the nominees listed brings strong skills and extensive experience to the Board, giving the Board as a group the appropriate skills to exercise its oversight responsibilities.
Nominees to be Elected by the Holders of the Class A Common Stock:
Michael J. Fiorile, age 70, was appointed to the Board of Directors of Beasley Broadcast Group, Inc. on January 23, 2018. He has served as Chairman of The Dispatch Printing Company, a privately owned, regional broadcast media and real estate company, from July 2016 until December 2020. Prior to his retirement in November of 2019 from his role as the Chief Executive Officer of The Dispatch Printing Company, Mr. Fiorile served as the company’s Vice Chairman and Chief Executive Officer from September 2015 until July 2016; as its President and Chief Executive Officer from January 2013 until September 2015; as its President and COO from January 2008 until January 2013; and as its President from January 2005 until January 2008. He also served as Chairman and Chief Executive Officer of Dispatch Broadcast Group, which includes television and radio stations, from July 2016 until December 2019 and previously held several executive positions within Dispatch Broadcast Group since 1994. Mr. Fiorile was a director of State Auto Mutual Insurance Companies from 2003 until March 2020 and a director of State Auto Financial Corporation from 2015 until March 2022, where he served as Chair of the Nominating and Governance Committee and Chair of the Risk Committee, until these companies were sold in a transaction that closed in March of 2022. Mr. Fiorile served on the Board of Directors of Broadcast Music, Inc. (“BMI”) until February of 2024, including serving as the Chairman of its Board and on its Executive, Finance and Budget and Compensation Committees and as the Chairperson of the Audit Committee. He also previously served as Chairperson of the Audit Committee for the National Association of Broadcasters (“NAB”). Mr. Fiorile’s qualifications for election to the Board of Directors include his extensive knowledge of the media industry and significant executive management experience gained through his service as senior executive and chief executive officer of media companies.
Gordon H. Smith, age 72, was appointed to the Board of Directors of Beasley Broadcast Group, Inc. on May 25, 2022. He served as the president and Chief Executive Officer of the NAB from November 2009 until his transition to special advisor at the end of 2021. Prior to joining NAB, he served as a two-term U.S. Senator from Oregon from 1997 until 2009, and later as senior advisor in the Washington office of Covington & Burling, LLP. During his tenure at NAB, the association played a pivotal role on a number of significant issues affecting broadcasters, including the preservation and modernization of the music licensing and copyright system and reviews of media ownership rules. As a U.S. Senator, Mr. Smith’s committee assignments included the Senate’s Commerce, Science
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and Transportation Committee, the panel that oversees all broadcast related legislation. He also served on the Senate’s Energy and Natural Resources Committee, Finance Committee and Foreign Relations Committee. Mr. Smith’s role on the Commerce Committee and as Chairman of a Senate High Tech Task Force helped foster his interest in new media and technology issues. Mr. Smith has served as a director for Host Hotels and Resorts, Inc. (“Host”) since 2009, and presently serves as Independent Lead Director and Chairman of the Nominating, Governance and Corporate Responsibility Committee. Mr. Smith attended college at Brigham Young University, received a Juris Doctorate degree from Southwestern University School of Law in Los Angeles, and practiced law in New Mexico and Arizona. He is currently the Chairman of the board of directors of Hagoth Enterprises, Inc. Mr. Smith’s qualifications for election to the Board of Directors include his regulatory and legislative experience and knowledge in the broadcast and media industry.
Nominees to be Elected by the Holders of All Classes of Common Stock:
Caroline Beasley, age 62, was appointed Chief Executive Officer of Beasley Broadcast Group, Inc. on January 1, 2017, previously serving as interim Chief Executive Officer from March 18, 2016, until December 31, 2016, and as Executive Vice President, Chief Financial Officer, Treasurer and Secretary beginning in 1994. Ms. Beasley joined the Company in 1983, having held a position as a Director of the Company since that time. Over her tenure prior to 1994, she served in various positions, including Business Manager, Assistant Controller and Corporate Controller. Ms. Beasley was elected to the BMI Board of Directors in 2014 and served as the Chairperson from October of 2020 until February of 2024.In addition, she previously served on the Executive Committee and Radio Executive Committee of the Board of Directors of the NAB. Ms. Beasley is a past Joint Board Chairman of the NAB Board of Directors. Ms. Beasley has also served on the Board of Directors of the Broadcasters Foundation of America since 2016. In 2017, Ms. Beasley was honored by Radio Ink magazine as Radio Executive of the Year. Ms. Beasley has been named one of the “40 Most Powerful People in Radio” in 2011, 2012, 2016, 2017, 2018, 2021 and 2022 and was named “Radio Executive of the Year” in 2019. She was awarded the NAB National Radio Award in 2022. She was inducted into the Broadcasting and Cable Hall of Fame in 2023 and recognized as a Giant of Broadcasting by the Library of American Broadcasting Foundation that same year. She serves on the NAB Leadership Foundation Board. She was the Chairperson of the Access to Capital Working Group at the Federal Communications Commission (“FCC”) in 2019 and 2021. Ms. Beasley has a B.S. degree from the University of North Carolina. Ms. Beasley is the daughter of the late George G. Beasley and the sister of Bruce G. Beasley and Brian E. Beasley. Ms. Beasley’s qualifications for election to the Board of Directors include her valuable financial expertise, gained through her experience in various capacities at the Company over the past 40 years. Ms. Beasley also has gained valuable insight into the radio broadcast industry through her service on the boards of the industry groups mentioned above.
Brian E. Beasley, age 65, was appointed Beasley Broadcast Group, Inc.’s Chief Operating Officer on January 1, 2017. He previously served as Vice President of Operations from 1997 until December 2016. He has served as a director of Beasley Broadcast Group, Inc. since 1982. He brings 40 years of media experience to this position. Mr. Beasley serves on the Board of Directors of the Radio Advertising Bureau and has served on the Board of Directors of the North Carolina Association of Broadcasters. Mr. Beasley earned a B.S. degree from East Carolina University. Mr. Beasley is the son of George G. Beasley and the brother of Bruce G. Beasley and Caroline Beasley. Mr. Beasley’s qualifications for election to the Board of Directors include his valuable experience and knowledge of day-to-day operations at the Company. He has gained this experience by serving at all levels of our organization, from Account Executive to his current position as Chief Operating Officer.
Bruce G. Beasley, age 67, has served as Beasley Broadcast Group, Inc.’s President since 1997, Vice Chair since 2024, Chief Operating Officer from 2006 through 2016, Co-Chief Operating Officer from February 2001 until February 2006, and as a director of Beasley Broadcast Group, Inc. since 1980. He began his career in the broadcasting business with the Company in 1975 and since that time has served in various capacities, including General Sales Manager of a radio station, General Manager of a radio station and Vice President of Operations of the Company. Mr. Beasley serves on the Board of Directors of the Radio Advertising Bureau. Mr. Beasley has a B.S. degree from East Carolina University. Mr. Beasley is the son of George G. Beasley and the brother of Caroline Beasley and Brian E. Beasley. Mr. Beasley’s qualifications for election to the Board of Directors include his extensive knowledge of the radio broadcast industry gained through his service at all levels of employment with the Company, from station sales manager to his current position as President.
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Peter A. Bordes, Jr., age 62, has been an independent director of Beasley Broadcast Group, Inc. since November 2016. Mr. Bordes was one of the owners of Greater Media, Inc., where he served as a member of its board of directors from 2008 until October 2016. Mr. Bordes is currently CEO of Collective Audience (NASDAQ: CAUD) a digital advertising and media technology cloud infrastructure company. Mr. Bordes is a founder of Trajectory Ventures and Trajectory Capital Partners, a venture capital company investing in disruptive innovation driving global digital transformation, and has served as a Managing Partner since March 2012. Since February 2021, Mr. Bordes has served as the Executive Chairman and Chief Executive Officer of Trajectory Alpha Acquisition Corp. (NYSE:TCOA), a special purpose acquisition company, or blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or companies. Since March 2021, he has served on the board of directors of Alfi (NASDAQ: ALF) and acted as interim CEO from October 2021 until July 2022. Since February 2023, Mr. Bordes has been a member of the board of directors of GoLogiq (OTC: GOLQ), a U.S. based global fintech platform provider. Since May 2019, Mr. Bordes has been a member of the board of directors of Kubient (NASDAQ: KBNT) and served as the company’s Chief Executive Officer from May 15, 2019 until October 31, 2020. From November 2018 to June 2019, Mr. Bordes served as the Chairman and Co-Founder of MainBloq, a cloud-based modular platform for trading digital currencies and investing in digital assets. From January 2017 to June 2019, Mr. Bordes served as the Co-Founder and Director of TruVest, a sustainable affordable housing, real estate investment, development and technology company. From January 2011 to June 2019, Mr. Bordes served as Chairman and Chief Executive Officer of OneQube, Inc., a digital audience management platform. From June 2004 to August 2011, Mr. Bordes was a Co-Founder and Chief Executive Officer of MediaTrust, a real-time performance marketing advertising exchange for direct response marketing. Mr. Bordes’ current board services include New England College, Fraud.net, Hoo.be, BeeLine, Syncware, Fernhill Corp and Ocearch. Mr. Bordes holds a Bachelor of Arts from New England College. Mr. Bordes’ qualifications for election to the Board of Directors include his years of service on the Board of Directors of Greater Media, Inc., as well as his involvement in media, advertising technology and venture capital entities.
Unless otherwise indicated, proxies received will be voted FOR the election of each of the nominees named above.
Recommendation of the Board of Directors:
The Board of Directors unanimously recommends a vote “FOR” the election of each of the nominees named above.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company’s Board of Directors met six times during 2024. Each of the then-current members of the Board attended at least 75% of the aggregate number of meetings held during 2024 of the Board of Directors and the committees of the Board of Directors of which he or she was a member. The Company does not have a formal policy regarding director attendance at annual meetings of stockholders, but encourages directors to attend. All of our then-current directors attended the 2024 Annual Meeting of Stockholders.
Controlled Company
The Company qualifies as a “controlled company,” within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules. The Company currently qualifies as a controlled company because more than 50% of the Company’s voting power is controlled by the entities affiliated with the Beasley family. As a result, the Company is not required to have a Board of Directors consisting of a majority of directors who are independent or a compensation committee or nominating committee composed solely of independent directors.
Leadership Structure
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The Board of Directors believes that the appropriate leadership structure should be based on the needs and circumstances of the Board, the Company and its stockholders at a given point in time, and that the Board should remain adaptable to shaping the leadership structure as those needs change in the future.
The Board of Directors currently has determined that having Caroline Beasley serve as both Chair of the Board and Chief Executive Officer of the Company is in the best interest of the Company and its stockholders. The Board of Directors believes that this leadership model is efficient and effective for the Company at this time because it creates clear lines of command throughout the entire Company. In her position as Chief Executive Officer, Ms. Beasley has primary responsibility for the day-to-day operations of the Company and provides consistent leadership on the Company’s key strategic objectives. In her role as Chair of the Board, she sets the strategic priorities for the Board, presides over its meetings and communicates its strategic findings and guidance to management. The Board of Directors believes that this structure reduces the likelihood of confusion about leadership roles and duplication of efforts. This structure also allows the Board of Directors to benefit from Ms. Beasley’s detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company, as it positions her to identify the key risks facing the organization and ensure that these are brought to the attention of the Board of Directors.
The Company has procedures to ensure a strong and independent Board of Directors. The Audit, Compensation and Governance Committees consist entirely of non-management directors. The non-management directors of the Board are well positioned, as members of the Audit Committee, to assist the Board in overseeing the Company’s enterprise risk management program that includes processes used to identify and assess the Company’s most significant risks and actions taken by management to manage and mitigate such risk exposures. The non-management directors are also well positioned, as members of the Governance Committee, to provide input on the design of the Board, including committee oversight responsibilities. In addition to their responsibilities on these Committees, these independent directors meet in executive sessions after each meeting of the Board of Directors without any members of management present and at the direction of the lead independent director, Mr. Fiorile. The purpose of these executive sessions is to promote open and candid discussion among the non-management directors.
Lead Independent Director Role in Risk Oversight
In connection with these processes and in addition to management’s regular reviews of significant risks with the Board and committees, the Board believes that Mr. Fiorile is uniquely qualified in his role as the lead independent director to assist the Board in overseeing the identification, assessment, and management of the Company’s exposure to various risks as a result of his extensive public company risk management experience. The Board believes Mr. Fiorile has effectively leveraged his experience to provide leadership and help guide the Board’s independent oversight of the Company’s risk exposures as the lead independent director by collaborating with the Chair to help identify matters to be brought to the Board, chairing executive sessions of the non-management directors, facilitating communications between independent directors.
The Board of Directors Role in Risk Oversight
Management is responsible for the Company’s day-to-day risk management activities, and the role of the Board of Directors is to engage in informed risk oversight. In fulfilling this oversight role, the Board of Directors focuses on understanding the nature of our short-term, immediate-term and long-term enterprise risks, including our operations and strategic direction, as well as the adequacy of our risk management processes and overall risk management system. The Board and its committees provide effective oversight through regularly scheduled meetings with management to discuss in-depth the strategic objectives of the company and associated risks.
The Board of Directors performs this function by receiving management updates on the Company’s business operations, financial results and strategy at its regularly scheduled meetings. The Audit, Compensation and Governance Committees, which consist entirely of independent directors, assist the Board of Directors in its oversight of risk management. Currently, the risk areas reported to the Board of Directors relate to credit risk, liquidity risk, fraud risk and operational risks, including regulatory, economic, competitive, cybersecurity, legal, and mergers and acquisitions risks.
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The Board of Directors administers its risk oversight function by (i) identifying key areas of risk exposure facing the Company; (ii) discussing the level of risk the Company is willing to take and the variance from stated risk tolerance that is considered acceptable; (iii) identifying and discussing the key risk indicators and the early warning signs of increased risk exposure; and (iv) discussing with management the Company’s guidelines for monitoring risk indicators and encouraging communication of key risk indicators to management and the Board of Directors.
Director Independence
Our Board of Directors currently consists of eight members. Our Board of Directors has determined that all of our directors and nominees for election as directors, other than Caroline Beasley, Bruce G. Beasley and Brian E. Beasley, qualify as “independent” in accordance with the listing requirements of The Nasdaq Stock Market (“NASDAQ”). The NASDAQ independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by NASDAQ Listing Rules, our Board of Directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
Board Composition
The Board of Directors does not have a specific policy regarding the composition of the Board of Directors. However, as a matter of practice, the Board of Directors recommends candidates based on their business or professional experience, background, talents and perspectives. The Board of Directors considers various backgrounds and perspectives in the context of the Board of Directors as a whole and takes into account the personal characteristics, including gender, ethnicity, age, experience, including financial expertise, and educational and professional background of current and prospective directors. The Board of Directors believes this process will best facilitate Board deliberations that reflect a broad range of perspectives and lead to a more effective decision-making process.
Committees of the Board of Directors
During 2024, the Board of Directors had an Audit Committee, a Compensation Committee, and a Governance Committee.
The Board of Directors currently does not have a nominating committee or a committee performing the functions of a nominating committee. The Board of Directors is not required to have a nominating committee because the Company is a controlled company as defined in the NASDAQ Listing Rules and believes it is appropriate for the full Board of Directors to perform the nominating functions. Although there are no formal procedures for stockholders to nominate persons to serve as directors, the full Board of Directors will consider recommendations from stockholders in the same manner and using the same criteria as for other candidates. Candidate recommendations should be addressed to Chris Ornelas, Secretary, Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103. The Company has not adopted a formal process because it believes that the informal consideration process has been adequate to date.
The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), consists of Ms. Godridge, Mr. Fiorile and Mr. Warfield, each of whom qualifies as independent under Rule 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Exchange Act. The Board of Directors has determined that Mr. Fiorile is an “audit committee financial expert” as that term is defined in the Exchange Act. The purpose and responsibilities of the Audit Committee, as set forth in its written charter, include:
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The Audit Committee met seven times during 2024. The current charter of the Audit Committee is available on the Company’s website at www.bbgi.com/corporate-governance.
The Compensation Committee consists of Messrs. Fiorile, Smith and Warfield, each of whom qualifies as independent under Rule 5605(a)(2) of the NASDAQ Listing Rules. This Committee is responsible for establishing compensation policies for the Company’s executive officers, including the Chief Executive Officer, and reviewing the Company’s compensation plans to ensure that they meet corporate objectives. The responsibilities of the Compensation Committee also include administering and interpreting the Company’s equity incentive award plans. The Compensation Committee met three times during 2024. As a “controlled company,” the Compensation Committee is not required to, and does not, have a charter.
The Governance Committee consists of Messrs. Warfield, Fiorile and Smith, each of whom qualifies as independent under Rule 5605(a)(2) of the NASDAQ Listing Rules. This Committee is responsible for developing and recommending to the Board of Directors corporate governance guidelines, reviewing the Company’s Code of Business Conduct and Ethics and recommending any changes to the Board of Directors, overseeing the annual self-evaluation of the Board of Directors and making recommendations to the Board of Directors regarding governance matters, including, but not limited to, the Company’s Certificate of Incorporation, Bylaws and committee charters. The Governance Committee met once during 2024. The current charter of the Governance Committee is available on the Company’s website at www.bbgi.com.
Stockholder Communication with Board Members
Although the Company has not to date developed formal processes by which stockholders may communicate directly to directors, it believes that the informal process (in which stockholder communications received by the Secretary for the Board of Directors’ attention, or summaries thereof, will be forwarded to the Board of Directors) has served the Board’s and the stockholders’ needs. In view of Securities and Exchange Commission (“SEC”) disclosure requirements relating to this issue, the Board of Directors may consider developing more specific procedures. Until any other procedures are developed and posted on the Company’s corporate website, any communications to the Board of Directors should be sent to it in care of Chris Ornelas, Secretary, Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103.
PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14(a) of the Exchange Act, we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the overall compensation of our named executive officers as disclosed in this Proxy Statement. This advisory vote is commonly referred to as “say-on-pay.”
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The Board will make a determination as to when the next say-on-pay vote will be held after reviewing the voting results for “Proposal No. 3: Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation” in this Proxy Statement.
Our executive compensation programs are designed to convey recognition of services performed by the recipients and motivate and retain the recipients over the long term. The purpose of the executive compensation is to provide competitive compensation in order to attract, motivate, and retain talented and experienced executives, who are instrumental to our success, and to reward the executive officers for the achievement of short-term and long-term strategic and operational goals and the creation of enhanced value for our stockholders. We seek to closely align the interests of our named executive officers with the interests of our stockholders, and our Compensation Committee regularly reviews named executive officer compensation against peer companies, general market trends and other industry data to ensure that such compensation is consistent with our compensation philosophy.
Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Summary Compensation Table and other disclosure in the “Executive Compensation” section of the Proxy Statement.”
This advisory resolution is non-binding on the Board of Directors. Although non-binding, the Board of Directors and the Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation program.
Recommendation of the Board of Directors:
The Board of Directors unanimously recommends a vote “FOR” proposal number 2.
PROPOSAL NO. 3: FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14(a) of the Exchange Act, we are asking stockholders to vote on whether future advisory votes to approve the compensation of our named executive officers should occur every year, every two years or every three years.
After careful consideration, the Board recommends that future say-on-pay votes be held every year. We believe that having such an advisory vote on the ballot annually provides the highest level of accountability and the greatest and most useful stockholder input for the Company, the Board of Directors and the Compensation Committee.
While we intend to carefully consider the voting results of this proposal, the vote on the frequency of future advisory votes on the compensation of our named executive officers is advisory in nature and therefore non-binding on the Board. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct such advisory votes on a different frequency and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.
Stockholders are not voting to approve or disapprove of the Board’s recommendation. Instead, stockholders will be able to vote for one of four choices for this proposal: “1 Year,” “2 Years,” “3 Years” or “Abstain.”
Recommendation of the Board of Directors:
The Board of Directors unanimously recommends a vote for “1 YEAR” on proposal number 3, as the recommended frequency of future advisory votes to approve executive compensation.
10
PROPOSAL NO. 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
The Audit Committee has appointed Crowe LLP (“Crowe”) as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2025 and is proposing that the stockholders ratify such appointment. Crowe has served as the Company’s independent auditors since 2006.
Although ratification is not required by law, the Audit Committee believes that our stockholders should be given an opportunity to express their views on the subject. Since the Audit Committee cannot abdicate this authority to the stockholders, the ratification of the appointment is not binding. Any failure of the stockholders to ratify the appointment of Crowe as our independent registered public accounting firm would, however, be considered by the Audit Committee in determining whether to continue the engagement of Crowe.
In making this appointment, the Audit Committee considered whether the audit and non-audit services Crowe will provide are compatible with maintaining the independence of the Company’s outside auditors. The Audit Committee has adopted a policy that sets forth the manner in which the Audit Committee will review and approve all services to be provided by Crowe before the firm is retained. The Audit Committee pre-approves all audit and permitted non-audit services to be performed for the Company by its independent public accountants. The chairperson of the Audit Committee may represent the entire committee for the purposes of pre-approving permitted non-audit services. The Audit Committee does not consider the provision of the permitted non-audit services to be incompatible with maintaining the independent public accountant’s independence.
Representatives of Crowe are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They are also expected to be available to respond to appropriate questions.
Audit Fees, Other Fees and Services of Independent Registered Public Accountants
The following table summarizes fees billed to the Company by Crowe in 2023 and 2024:
|
|
2023 |
|
2024 |
||||||||
Audit fees (1) |
|
|
$ |
364,000 |
|
|
|
|
$ |
366,000 |
|
|
Audit-related fees |
|
|
|
— |
|
|
|
|
|
— |
|
|
Tax fees |
|
|
|
— |
|
|
|
|
|
— |
|
|
All other fees |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
$ |
364,000 |
|
|
|
|
$ |
366,000 |
|
|
All of the services provided to the Company by Crowe during 2023 and 2024 were pre-approved by the Audit Committee.
Recommendation of the Board of Directors:
The Board of Directors unanimously recommends a vote “FOR” proposal number 3.
PROPOSAL NO. 5: APPROVAL OF THE 2025 EQUITY INCENTIVE AWARD PLAN
We are asking the stockholders to approve the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (the “2025 Plan”). The Board adopted the 2025 Plan on April 21, 2025, subject to and effective upon stockholder approval of the 2025 Plan. If approved by the stockholders, the 2025 Plan will become effective on the date of the Annual Meeting and will replace the Beasley Broadcast Group, Inc. 2007 Equity Incentive Plan, as amended and restated (the “2007 Plan”), and no further awards will be granted under the 2007 Plan; however, the
11
terms and conditions of the 2007 Plan will continue to govern any outstanding awards granted thereunder. If the 2025 Plan is not approved by our stockholders, it will not become effective, the 2007 Plan will continue in effect, and we may continue to grant awards under the 2007 Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder. Based on historical usage, we would expect to exhaust the available shares under the 2007 Plan by December 31, 2025, at which time we would lose an important compensation tool.
The Board believes that the 2025 Plan will continue to promote the success and enhance the value of the Company by continuing to link the personal interests of participants to those of Company stockholders and by providing participants with an incentive for outstanding performance to generate superior returns to Company stockholders. The Board further believes that the 2025 Plan will continue to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Board members, employees and consultants upon whose judgment, interest, and special effort the successful operation of the Company is largely dependent. Accordingly, the Board believes that approval of the 2025 Plan is in the best interests of the Company, and the Board recommends that stockholders vote for approval of the 2025 Plan.
The 2025 Plan provides for the grant of stock options (both incentive stock options and nonqualified stock options), restricted stock, stock appreciation rights, performance awards, dividend equivalents, stock payments, deferred stock, restricted stock units and other stock-based awards to eligible participants.
Description of the 2025 Plan
The following summarizes the terms of the 2025 Plan, and the summary is qualified by reference to the full text of the 2025 Plan, which is attached as Appendix A to this Proxy Statement.
Administration
To the extent permitted under applicable law, the Board may delegate any or all of its powers under the 2025 Plan to a committee of one or more Board members or one or more Company officers. The Board has delegated administration of the 2025 Plan to the Compensation Committee. For purposes of this proposal, “Committee” refers to the actual administrator of the 2025 Plan. With respect to awards to independent directors, the Board will administer the 2025 Plan. With respect to awards to employees and consultants, the Committee will administer the 2025 Plan, and, to the extent necessary to comply with Rule 16b-3 promulgated under the Exchange Act, will consist solely of two or more Board members who are non-employee directors. To the extent permitted under applicable law, the Committee may delegate any or all of its powers under the Plan to a committee of one or more Board members or one or more Company officers.
The Committee will have the exclusive authority to administer the 2025 Plan, including the power to (i) determine participants under the 2025 Plan, (ii) determine the types of awards granted to participants under the 2025 Plan, the number of such awards, and the number of shares of Class A Common Stock subject to such awards, (iii) determine and interpret the terms and conditions of any awards under the 2025 Plan, and (iv) adopt rules for the administration, interpretation and application of the 2025 Plan.
Eligibility
Persons eligible to participate in the 2025 Plan include Board members, employees, and consultants of the Company, its parent, and its subsidiaries, as determined by the Committee. As of April 21, 2025, there were eight Board members, 805 employees and 15 consultants who would have been eligible for awards under the 2025 Plan if the 2025 Plan had been effective on such date.
Limitation on Awards and Shares Available
If the 2025 Plan is approved by the stockholders, the maximum number of shares of Class A Common Stock available for issuance under the 2025 Plan will be equal to 300,000 shares, plus any shares that return to, or become
12
available for grant under, the 2025 Plan as a result of outstanding awards under the 2025 Plan or the 2007 Plan that expire or lapse for any reason as described below.
The shares of Class A Common Stock covered by the 2025 Plan may be treasury shares, authorized but unissued shares, or shares purchased in the open market. To the extent that an award under the 2025 Plan or the 2007 Plan terminates, expires or lapses for any reason, any shares of Class A Common Stock subject to the award may become, or be used again for, as applicable, new grants under the 2025 Plan. In addition, shares of Class A Common Stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligation of any award granted under the 2025 Plan or the 2007 Plan may be used for grants under the 2025 Plan. To the extent permitted by applicable law or any exchange rule, shares of Class A Common Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company, its parent, or any of its subsidiaries will not be counted against the shares of Class A Common Stock available for issuance under the 2025 Plan. The payment of dividend equivalents in conjunction with outstanding awards will not be counted against the shares of Class A Common Stock available for issuance under the 2025 Plan.
Set forth below is the number of shares available for issuance pursuant to outstanding and future equity awards under the 2007 Plan as of April 21, 2025:
Shares subject to outstanding restricted stock units (1) |
78,126 |
Shares available for future awards |
43,525 |
Awards
The 2025 Plan provides for grants of stock options (both incentive stock options and nonqualified stock options), restricted stock, stock appreciation rights, performance awards, dividend equivalents, stock payments, deferred stock, restricted stock units and other stock-based awards. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the 2025 Plan.
Stock options, including incentive stock options, as defined under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and nonqualified stock options may be granted pursuant to the 2025 Plan. The exercise price of incentive stock options granted pursuant to the 2025 Plan will not be less than 100% of the fair market value of the Class A Common Stock on the date of grant, unless such incentive stock options are granted to any individual who owns, as of the date of grant, stock possessing more than 10% of the total combined voting power of all classes of Company stock (the “Ten Percent Owner”), whereupon the exercise price of such incentive stock options will not be less than 110% of the fair market value of the Class A Common Stock on the date of grant. The exercise price of nonqualified stock options granted pursuant to the 2025 Plan will not be less than the par value of one share of Class A Common Stock on the date of grant. Incentive stock options may not be exercised after (i) the fifth anniversary of the date of grant with respect to incentive stock options granted to a Ten Percent Owner, or (ii) the tenth anniversary of the date of grant with respect to incentive stock options granted to other employees. Nonqualified stock options may be exercised at such time as determined by the Committee. The aggregate fair market value of the shares with respect to which options intended to be incentive stock options are exercisable for the first time by an employee in any calendar year may not exceed $100,000, or such other amount as the Code provides.
Upon the exercise of a stock option, the exercise price must be paid in full in cash, a promissory note, by tendering shares of Class A Common Stock (including shares issuable pursuant to the exercise of the option) or previously-acquired shares of Class A Common Stock that have been held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences, in each case, with a fair market value at the time of exercise equal to the aggregate exercise price of the option or the exercised portion thereof, or by tendering other property acceptable to the Committee (including through the delivery of a notice that the participant has placed a market sell order with a broker with respect to shares of Class A Common Stock then issuable upon exercise of the option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale
13
to the Company in satisfaction of the option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale). However, no participant who is a member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act will be permitted to pay the exercise price of an option in any method which would violate Section 13(k) of the Exchange Act.
Restricted stock awards may be granted pursuant to the 2025 Plan. A restricted stock award is the grant of shares of Class A Common Stock at a price determined by the Committee (including zero), that is subject to transfer restrictions and may be subject to substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing employment or achieving performance goals. During the period of restriction, participants holding shares of restricted stock may have full voting and dividend rights with respect to such shares. The restrictions will lapse in accordance with a schedule or other conditions determined by the Committee.
A stock appreciation right (a “SAR”) is the right to receive payment of an amount equal to (i) the excess of the fair market value of a share of Class A Common Stock on the date of exercise of the SAR over (ii) the fair market value of a share of Class A Common Stock on the date of grant of the SAR, multiplied by (iii) the aggregate number of shares of Class A Common Stock subject to the SAR. Such payment may be in the form of cash, Class A Common Stock, or a combination of both cash and Class A Common Stock, as determined by the Committee. To the extent that such payment is in the form of Class A Common Stock, such payment shall satisfy all of the restrictions imposed by the 2025 Plan upon stock option grants.
Restricted stock units may be granted pursuant to the 2025 Plan, typically without consideration from the participant or for a nominal purchase price. Restricted stock units may be subject to vesting conditions, including continued employment or achievement of performance criteria established by the Committee. Like restricted stock, restricted stock units generally may not be sold or otherwise transferred or hypothecated until vesting conditions are removed or expire. Unlike restricted stock, stock underlying restricted stock units will not be issued until the restricted stock units have vested, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied.
Performance awards may be granted under the 2025 Plan, which awards are subject to vesting and/or payment based on the attainment of specified performance goals. The Committee will determine the specific performance goals and criteria to be applied to determine vesting or payment of each award, and the time periods over which performance will be measured. Performance criteria on which a performance award will be based may include, but are not limited to, any one or more of the following: net earnings (either before or after interest, taxes, depreciation and amortization), economic value-added (as determined by the Committee), sales or revenue, net income (either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on capital, return on net assets, return on stockholders’ equity, return on assets, return on capital, stockholder returns, return on sales, gross or net profit margin, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings per share, price per share, and market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The 2025 Plan also permits the Committee to provide for adjustments to the applicable performance goals. Depending on the performance criteria used to establish performance goals, performance goals may be expressed in terms of overall Company performance or the performance of a subsidiary, division, business unit or an individual.
Dividend equivalents are rights to receive the equivalent value (in cash or shares) of dividends paid on shares of Class A Common Stock. Dividend equivalents represent the value of the dividends per share of Class A Common Stock paid by us, calculated with reference to the number of shares that are subject to any award held by the participant.
Deferred stock represents a right to receive shares of Class A Common Stock at a specified time. Shares underlying a deferred stock award will not be issued until the deferred stock award has vested. Unless otherwise provided by the Committee, a participant awarded deferred stock shall have no rights as a Company stockholder with respect to such deferred stock until such time as the deferred stock has vested and the underlying shares have been issued.
14
Other stock-based awards are awards of shares of Class A Common Stock, or the right to purchase shares of Class A Common Stock or other awards valued wholly or partially by referring to, or otherwise based on, shares of Class A Common Stock. The Committee will determine the terms and conditions of other stock-based awards.
Adjustment to Awards
If there is any dividend or other distribution, recapitalization, stock split, merger, consolidation, spin-off, combination, exchange or other corporate event affecting the Class A Common Stock or the share price of the Class A Common Stock, the Committee may appropriately adjust the aggregate number and type of shares of Class A Common Stock subject to the 2025 Plan, the terms and conditions of any outstanding awards, and the grant or exercise price per share of outstanding awards.
In addition, in the event of any transaction or event described above or any unusual or nonrecurring transactions or events affecting the Company or the financial statements of the Company (including a change in control), or changes in applicable laws, regulations or accounting principles, the Committee may:
If there is a stock dividend, stock split, spin-off, or recapitalization through a large, nonrecurring cash dividend, then the Committee shall make proportionate adjustments (if any), as the Committee in its discretion may deem appropriate, to the number and type of securities subject to each outstanding award under the 2025 Plan, the exercise price or grant price of such outstanding award (if applicable), and to the aggregate number and kind of shares that may be issued under the 2025 Plan.
Effect of a Change in Control
In the event of a change in control, all awards shall become fully exercisable, and all forfeiture restrictions on such awards shall lapse, unless any surviving or acquiring entity assumes, converts, or replaces such awards.
Amendment and Termination
The Committee, subject to approval of the Board, may terminate, amend, or modify the 2025 Plan at any time; provided, however, that stockholder approval will be obtained for any amendment to the extent necessary and desirable to comply with any applicable law, regulation or stock exchange rule, and to increase the number of shares of Class A Common Stock available under the 2025 Plan. The Committee may amend awards granted pursuant to the 2025 Plan to reduce the per share exercise price of such awards from the per share exercise price as of the date of grant, and the Committee may grant an award in exchange for, or in connection with, the cancellation or surrender of an award having a higher per share exercise price.
15
Assuming stockholder approval of the 2025 Plan, in no event may an award be granted pursuant to the 2025 Plan on or after the tenth anniversary of the earlier of (i) the date the Board adopted the 2025 Plan or (ii) the date the Company’s stockholders approved the 2025 Plan.
If the stockholders do not approve the 2025 Plan, it will not become effective, the 2007 Plan will continue in effect, and we may continue to grant awards under the 2007 Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder.
Interests of Certain Persons in the 2025 Plan
In considering the recommendation of the Board with respect to the approval of the 2025 Plan, stockholders should be aware that, as discussed above, non-employee directors and executive officers are eligible to receive awards under the 2025 Plan. The Board recognizes that approval of this proposal may benefit our non-employee directors and executive officers and their successors.
Federal Income Tax Consequences
Non-Qualified Stock Options
For federal income tax purposes, if participants are granted non-qualified stock options under the 2025 Plan, participants will not have taxable income on the grant of the option, nor will the Company be entitled to any deduction. Generally, on exercise of non-qualified stock options, participants will recognize ordinary income, and the Company will be entitled to a deduction, in an amount equal to the difference between the option exercise price and the fair market value of the Class A Common Stock on the date of exercise. The basis that participants have in shares of Class A Common Stock, for purposes of determining their gain or loss on subsequent disposition of such shares of Class A Common Stock generally, will be the fair market value of the shares of Class A Common Stock on the date the participants exercise their options. Any subsequent gain or loss will be generally taxable as capital gains or losses.
Incentive Stock Options
There is no taxable income to participants when participants are granted an incentive stock option or when that option is exercised. However, the amount by which the fair market value of the shares of Class A Common Stock at the time of exercise exceeds the option price will be an “item of adjustment” for participants for purposes of the alternative minimum tax. Gain realized by participants on the sale of an incentive stock option is taxable at capital gains rates, and no tax deduction is available to the Company, unless participants dispose of the shares of Class A Common Stock within (i) two years after the date of grant of the option or (ii) within one year of the date the shares of Class A Common Stock were transferred to the participant. If the shares of Class A Common Stock are sold or otherwise disposed of before the end of the one-year and two-year periods specified above, the difference between the option exercise price and the fair market value of the shares of Class A Common Stock on the date of the option’s exercise (or the date of sale, if less) will be taxed at ordinary income rates, and the Company will be entitled to a deduction to the extent that participants must recognize ordinary income. If such a sale or disposition takes place in the year in which participants exercise their options, the income such participants recognize upon sale or disposition of the shares of Class A Common Stock will not be considered income for alternative minimum tax purposes.
Incentive stock options exercised more than three months after participants terminate employment, other than by reason of death or disability, will be taxed as a non-qualified stock option, and participants will have been deemed to have received income on the exercise taxable at ordinary income rates. The Company will be entitled to a tax deduction equal to the ordinary income, if any, realized by the participant.
The current federal income tax consequences of other awards authorized under the 2025 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as non-qualified stock options; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the
16
recipient elects to accelerate recognition as of the date of grant); stock-based performance awards, dividend equivalents and other types of awards are generally subject to tax at the time of payment. Compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, the Company will generally have a corresponding deduction at the time the participant recognizes income, subject to Section 162(m) of the Code with respect to “covered employees” (as defined in Section 162(m) of the Code).
New Plan Benefits
The benefits or amounts that may be received or allocated to participants under the 2025 Plan are subject to the discretion of the Committee and are not currently determinable.
Recommendation of the Board of Directors:
The Board of Directors unanimously recommends a vote “FOR” proposal number 5.
17
EXECUTIVE OFFICERS
The executive officers of the Company as of the date of this Proxy Statement are listed below. We described each executive’s business experience under Proposal No. 1—Election of Directors, except Mr. Ornelas and Ms. Burrows Coleman whose experience is described below. All executive officers hold office until their successors are appointed.
Name |
|
Age |
|
Position |
Caroline Beasley |
|
62 |
|
Chair and Chief Executive Officer |
Bruce G. Beasley |
|
67 |
|
President and Director |
Brian E. Beasley |
|
65 |
|
Chief Operating Officer and Director |
Chris Ornelas |
|
56 |
|
General Counsel and Secretary |
Lauren Burrows Coleman |
|
41 |
|
Chief Financial Officer |
Chris Ornelas, age 56, was appointed General Counsel of Beasley Broadcast Group, Inc. on February 1, 2020. Prior to joining Beasley, Mr. Ornelas spent nearly a decade serving as Chief Operating and Strategy Officer of the NAB, where he oversaw operations of and provided strategic guidance to NAB’s advocacy teams to address diverse legal and policy issues facing broadcasters. Mr. Ornelas also served as Chief Counsel on Communications and Technology Policy in former Senator Gordon Smith’s U.S. Senate Office, where he oversaw all matters relating to communications, media, entertainment, and technology before the Senate Commerce Committee. Mr. Ornelas’s career also includes nearly a decade in the Washington office of law firm Wilkinson Barker Knauer, LLP, where he represented broadcast clients on policy, regulatory and transactional matters before the Federal Communications Commission. He served on the board of directors for the Congressional Hispanic Caucus Institute from 2017 until 2019 and the Asian Pacific American Institute for Congressional Studies from 2014 until 2019. He currently serves on the board of directors of the Radio Music Licensing Committee and Executive Committee of the Board of Directors of the National Association of Broadcasters. Mr. Ornelas earned a Juris Doctorate degree from the American University Washington College of Law and a Bachelor of Arts in Rhetoric and Communications Studies from the University of Virginia.
Lauren Burrows Coleman, age 41, was appointed Chief Financial Officer at Beasley Media Group in November 2024. Prior to joining Beasley, Ms. Burrows Coleman held the position of Global Head of Strategic Corporate and Commercial Finance at Wayfair (NYSE: W), where she led a global team of 50 professionals across Financial Planning & Analysis, Commercial Finance, Capital Markets, Corporate Development, and Global Tax functions. Ms. Burrows Coleman has also held leadership roles at private equity firms WindSail Capital Group and Wind Point Partners, as well as GE Capital, where she managed equity and debt investments in diverse industries. Ms. Burrows Coleman began her professional journey as an investment banker in the Communications & Media group at Lehman Brothers. Ms. Burrows Coleman holds an MBA from Harvard Business School and an A.B. cum laude from Dartmouth College.
18
EXECUTIVE COMPENSATION
2024 SUMMARY COMPENSATION TABLE
The following table summarizes total compensation earned by each of our named executive officers, Caroline Beasley, Bruce G. Beasley and Brian E. Beasley, during 2023 and 2024.
Name and Principal Position |
|
Year |
|
Salary |
|
Stock |
|
Non-Equity |
|
All Other |
|
Total |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Caroline Beasley |
|
|
2024 |
|
|
|
|
1,230,973 |
|
|
|
|
|
289,500 |
|
|
|
|
|
283,500 |
|
|
|
|
|
36,021 |
|
(3) |
|
|
|
1,839,994 |
|
|
Chief Executive Officer |
|
|
2023 |
|
|
|
|
1,231,515 |
|
|
|
|
|
— |
|
|
|
|
|
1,100,000 |
|
|
|
|
|
35,080 |
|
|
|
|
|
2,366,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bruce G. Beasley |
|
|
2024 |
|
|
|
|
478,326 |
|
|
|
|
|
104,500 |
|
|
|
|
|
— |
|
|
|
|
|
60,278 |
|
(3) |
|
|
|
643,104 |
|
|
President |
|
|
2023 |
|
|
|
|
558,789 |
|
|
|
|
|
— |
|
|
|
|
|
270,000 |
|
|
|
|
|
58,222 |
|
|
|
|
|
887,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brian E. Beasley |
|
|
2024 |
|
|
|
|
643,002 |
|
|
|
|
|
244,450 |
|
|
|
|
|
100,000 |
|
|
|
|
|
73,993 |
|
(3) |
|
|
|
1,061,445 |
|
|
Chief Operating Officer |
|
|
2023 |
|
|
|
|
619,912 |
|
|
|
|
|
— |
|
|
|
|
|
405,000 |
|
|
|
|
|
70,833 |
|
|
|
|
|
1,095,745 |
|
|
Employment Agreements
In September 2021, the Company entered into an employment agreement with Caroline Beasley, effective as of July 1, 2021, pursuant to which she serves as Chief Executive Officer. Pursuant to this agreement, Ms. Beasley receives (i) an annual base salary of $1,250,000, subject to adjustment as determined by the Board of Directors, (ii) the opportunity to earn an annual bonus award targeted at 100% of her base pay and based on performance under the Company’s performance incentive plan, (iii) payments equal to the amount payable by her for coverage under the Company’s employee benefit plans, plus an additional amount equal to the taxes payable by her as a result of such payments, and (iv) a monthly car allowance of $1,000. On August 14, 2024, the employment agreement was renewed, and the term was extended for an additional three-year period which expires on July 1, 2027, and is subject to renewal for successive one-year periods upon mutual agreement of the Company and Ms. Beasley in writing. The Company could incur severance obligations under the terms of the employment agreement in the event that Ms. Beasley’s employment is terminated without cause or if she resigns for good reason, or upon her death or termination due to disability, as described in the section entitled “Termination or Change in Control Payments” below.
In August 2024, the Company entered into an amended and restated employment agreement with Bruce G. Beasley, effective as of August 14, 2024, pursuant to which he serves as President. Pursuant to this agreement, Mr. Bruce Beasley receives (i) an annual base salary of $400,000, subject to adjustment as determined by the Board of Directors, (ii) the opportunity to earn an annual bonus award in an amount determined by the Compensation Committee based on criteria established by the Compensation Committee , and (iii) payments equal to the amount payable by him for coverage under the Company’s employee benefit plans, premiums for Medicare supplemental insurance, plus an additional amount equal to the taxes payable by him as a result of such payments. The initial term of the employment agreement expires on July 1, 2027 and is subject to renewal for successive one-year periods upon
19
mutual agreement of the Company and Mr. Bruce Beasley in writing. The Company could incur severance obligations under the terms of the employment agreement in the event that Mr. Bruce Beasley’s employment is terminated without cause or if he resigns for good reason, or upon his death or termination due to disability, as described in the section entitled “Termination or Change in Control Payments” below.
In September 2021, the Company entered into an employment agreement with Brian E. Beasley, effective as of July 1, 2021, pursuant to which he serves as Chief Operating Officer. Pursuant to this agreement, Mr. Brian Beasley receives (i) an annual base salary of $700,000, subject to adjustment as determined by the Board of Directors, (ii) the opportunity to earn an annual bonus award targeted at 75% of his base pay and based on performance under the Company’s performance incentive plan, (iii) payments equal to the amount payable by him for coverage under the Company’s employee benefit plans, plus an additional amount equal to the taxes payable by him as a result of such payments, and (iv) a monthly car allowance of $1,000. On August 14, 2024, the employment agreement was renewed, and the term was extended for an additional three-year period which expires on July 1, 2027, and is subject to renewal for successive one-year periods upon mutual agreement of the Company and Mr. Brian Beasley in writing. The Company could incur severance obligations under the terms of the employment agreement in the event that Mr. Brian Beasley’s employment is terminated without cause or if he resigns for good reason, or upon his death or termination due to disability, as described in the section entitled “Termination or Change in Control Payments” below.
Each of the employment agreements also contains a confidentiality provision and non-competition covenant that applies for one year following termination of employment, except that if a named executive officer is terminated by the Company other than for cause or resigns employment for good reason, then the non-competition period will end on the earliest of one year following termination of employment, the date the executive waives any right to receive severance payments under the employment agreement or the date of termination if the executive is not entitled to receive any severance payments in connection with the employment termination.
Executive Compensation
Our executive compensation program consists primarily of base salary, which is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities, and two forms of incentive compensation, annual cash bonuses and equity awards. The annual cash bonus component is typically designed to convey an immediate recognition of services performed by the recipient, while the equity component is tied to vesting requirements and is designed not only to compensate but also to motivate and retain the recipient over the vesting period.
All of our named executive officers receive an annual base salary and are eligible to receive annual cash bonuses under our Performance Incentive Plan and equity-based awards under our 2007 Equity Incentive Award Plan.
2024 Base Salaries
Our named executive officers receive a base salary to compensate them for services rendered to our Company. The base salaries of our named executive officers are reviewed from time to time and adjusted when our Board of Directors or Compensation Committee determines an adjustment is appropriate.
2024 Cash Bonuses
Annual cash bonus awards are determined based upon our Company’s achievement against a pre-established financial performance metric and the Compensation Committee’s subjective assessment of performance. Target bonus award levels are set for each of Ms. Beasley and Mr. Brian Beasley, and awards may be earned above or below the target level based on the total performance assessment, as determined by our Compensation Committee, although no pre-set formulas are established for this purpose. Subjective performance factors that are considered from time to time include station ratings, acquisition and divestiture activity, the Company’s ability to manage extraordinary events and market conditions and the Company’s overall performance relative to other similarly situated radio companies. For 2024, the target bonus award levels for Ms. Caroline Beasley and Mr. Brian Beasley were $1,250,000, and $525,000, respectively. The amount of the cash bonus, if any, for Mr. Bruce Beasley was
20
determined by the Compensation Committee based on criteria established by the Compensation Committee in its sole discretion.
In 2024, our Compensation Committee assessed the Company’s achievement against financial performance metrics, and generally determined on a subjective basis that performance satisfied expectations for the year. In making its subjective determination of performance, our Compensation Committee took into account our overall financial and operational performance for the year, including successfully navigating through the operating challenges presented by the continued slow recovery of the US economy after the COVID-19 pandemic. Despite the extraordinary efforts from our named executive officers throughout 2024, our named executive officers were awarded below target annual bonuses for the year. The actual cash bonuses earned by our named executive officers for 2024 are as set forth in the 2024 Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”
2024 Equity Awards
In August 2024, Caroline Beasley was granted 7,500 restricted stock units, Bruce G. Beasley was granted 2,500 restricted stock units, and Brian E. Beasley was granted 6,250 restricted stock units that vested on the date of grant. In addition, in August 2024, Caroline Beasley was granted 15,000 restricted stock units, Bruce G. Beasley was granted 5,625 restricted stock units, and Brian E. Beasley was granted 12,750 restricted stock units. The restricted stock units vest in equal installments on each of July 1, 2025, 2026 and 2027, subject to the executive’s continued employment on each vesting date and accelerated vesting upon a qualifying termination of employment, as described below under “Termination or Change in Control Payments.”
Retirement Plans
We have a Section 401(k) Savings/Retirement Plan (the “401(k) Plan”) that covers eligible employees of the Company and any designated affiliate, including our named executive officers. The 401(k) Plan permits employees to defer up to 100% of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code of 1986, as amended. The employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. All employees of the Company are eligible to participate in the 401(k) Plan at any time after their date of hire.
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table summarizes equity awards outstanding as of December 31, 2024 for each of the named executive officers.
|
|
Stock Awards |
||||||||||
Name |
|
Number of Shares |
|
Market Value of |
||||||||
Caroline Beasley |
|
|
|
15,000 |
|
(1) |
|
|
$ |
141,150 |
|
|
Bruce G. Beasley |
|
|
|
5,625 |
|
(1) |
|
|
$ |
52,931 |
|
|
Brian E. Beasley |
|
|
|
12,750 |
|
(1) |
|
|
$ |
119,978 |
|
|
21
TERMINATION OR CHANGE IN CONTROL PAYMENTS
Potential Termination Payments
Each of our named executive officers entered into an employment agreement with us, as described in more detail above under the section entitled “Employment Agreements.” The employment agreements provide that in the event of a termination of the named executive officer by us without “cause,” a resignation by the named executive officer for “good reason,” or termination of the named executive officer due to death or disability, the terminated executive (or, in the case of death, the executive’s estate or legal representative) will be entitled to receive (i) continued payment of the executive’s base salary and the amount payable by the executive for coverage under the Company’s employee benefit plans (including premiums for Medicare supplemental insurance for Mr. Bruce Beasley), plus an additional amount equal to the taxes payable by the executive as a result of such benefit plan payments through July 1, 2027, or for one year following termination, whichever is greater, (ii) a lump sum payment equal to $1,250,000 for Ms. Caroline Beasley, $600,000 for Mr. Bruce Beasley and for Mr. Brian Beasley, his annual base salary (computed in accordance with the terms of the employment agreement), or the highest annual bonus paid to the executive over the preceding three-year period, whichever is greater, (iii) payment (without duplication to the amounts described in clause (i)) for benefit coverage pursuant to COBRA for the executive and the executive’s eligible dependents for up to 18 months following termination, and (iv) accelerated vesting of all of the executive’s outstanding equity awards; provided, that, if such termination occurs in connection with or within two years following a change in control, then, if higher than the amounts set forth in clauses (i) and (ii) above, the executive will be entitled to receive, in lieu of such amounts set forth in clauses (i) and (ii) above, a severance payment equal to two times the sum of the executive’s base salary (or $1,200,000 for Mr. Bruce Beasley) and the highest annual bonus paid to the executive during the preceding three-year period, which amount shall be paid in a lump sum to the extent a lump sum payment does not result in the imposition of an excise tax under Section 409A of the Internal Revenue Code of 1986, as amended.
Under the employment agreements, “cause” means the executive’s (i) fraud, theft, embezzlement or proven gross negligence in connection with performing the executive’s duties and responsibilities, (ii) conviction of a felony or a crime involving moral turpitude, or (iii) breach of any material provision of the employment agreement, including, without limitation, the restrictive covenants contained therein, subject to an opportunity for notice and cure. Under the employment agreements, “good reason” means the occurrence of any of the following events without the prior written consent of the executive, subject, in each case, to an opportunity for notice and cure, (i) the Company’s failure to make payment or provide benefits to the executive under the employment agreement, (ii) a material diminution in the executive’s base salary, payments for benefit coverage and payments for taxes payable by the executive as a result of such benefit payments, (iii) a material diminution in the executive’s authority, duties or responsibilities, (iv) a material diminution in the budget over which the executive retains authority, (v) a material change in the geographic location at which the executive must perform services under the employment agreement, (vi) any other action or inaction that constitutes a material breach by the Company of the employment agreement, or (vii) a change in control.
Receipt of the severance payments and benefits under each employment agreement is subject to the executive (or the executive’s estate or legal representative) executing a release of claims in our favor.
22
PAY VERSUS PERFORMANCE
In accordance with the SEC’s disclosure requirements regarding pay versus performance, this section presents the SEC-defined “Compensation Actually Paid,” or CAP. Also required by the SEC, this section compares CAP to various measures used to gauge our performance. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in this Proxy Statement, not in replacement.
Pay Versus Performance Table
The following table sets forth information concerning the compensation of our named executive officers for each of the fiscal years ended December 31, 2022, 2023 and 2024, and our financial performance for each such fiscal year:
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|
|
Value of Initial Fixed $100 |
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|
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||||||
Year |
|
Summary |
|
Compensation |
|
Average |
|
Average |
|
Total Shareholder Return |
|
Net Loss |
||||||||||||||||||
2024 |
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||||
2022 |
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|
|
|
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|
|
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( |
) |
|
|||||
Year |
|
PEO |
|
Non-PEO NEOs |
2024 |
|
|
Bruce Beasley and Brian Beasley |
|
2023 |
|
Caroline Beasley |
|
Bruce Beasley and Brian Beasley |
2022 |
|
Caroline Beasley |
|
Bruce Beasley and Brian Beasley |
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
|
|
2024 |
||||||||||
Adjustments |
|
PEO |
|
Average Non- |
||||||||
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY |
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||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
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|
|
|
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|
||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date |
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|
|
|
|
|
|
|
||
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |
|
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
|
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
TOTAL ADJUSTMENTS |
|
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
23
Relationship Between Financial Performance Measures
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, and (ii) our net income, in each case, for the fiscal years ended December 31, 2022, 2023 and 2024.
TSR amounts reported in the graph assume an initial fixed investment of $100.
24
2024 DIRECTOR COMPENSATION
The Company’s non-employee directors receive fixed annual fees for their services on the Board of Directors, including fees for service on the Audit, Compensation, and Governance Committees.
The following table summarizes total compensation earned by each non-employee director during 2024.
Name |
|
Fees Earned or Paid in Cash |
|
Stock Awards |
|
Total |
||||||||||||
Peter A. Bordes, Jr. |
|
|
$ |
65,000 |
|
|
|
|
$ |
25,000 |
|
|
|
|
$ |
90,000 |
|
|
Michael J. Fiorile |
|
|
$ |
112,500 |
|
|
|
|
$ |
50,000 |
|
|
|
|
$ |
162,500 |
|
|
Leslie V. Godridge |
|
|
$ |
80,000 |
|
|
|
|
$ |
50,000 |
|
|
|
|
$ |
130,000 |
|
|
Gordon H. Smith |
|
|
$ |
80,000 |
|
|
|
|
$ |
50,000 |
|
|
|
|
$ |
130,000 |
|
|
Charles M. Warfield, Jr. |
|
|
$ |
95,000 |
|
|
|
|
$ |
50,000 |
|
|
|
|
$ |
145,000 |
|
|
25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding beneficial ownership of our Common Stock as of April 28, 2025 by:
Beneficial ownership of shares is determined under the rules of the SEC, and generally includes any shares over which a person exercises sole or shared voting or investment power. Each stockholder possesses sole voting and investment power with respect to the shares listed, unless otherwise noted. Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at the option of the holder at any time and are all deemed outstanding for calculating the percentage of outstanding shares of the person holding those shares of Class B Common Stock but are not deemed outstanding for calculating the percentage of any other person. Shares of Class A Common Stock subject to options currently exercisable or exercisable within 60 days of April 28, 2025 are deemed outstanding for calculating the percentage of outstanding shares of the person holding those options but are not deemed outstanding for calculating the percentage of any other person. Restricted shares of Class A Common Stock that are currently vested or that will be vested within 60 days (but no other shares of restricted common stock) are deemed outstanding for calculating the percentage of outstanding shares of the person holding those shares of restricted stock. All restricted shares of Class A Common Stock currently outstanding, whether or not vested, are deemed outstanding for calculating the aggregate number of shares outstanding. The address of each beneficial owner, unless stated otherwise, is c/o Beasley Broadcast Group, 3033 Riviera Drive, Suite 200, Naples, Florida 34103.
|
|
|
Common Stock |
|||||||||||||||||||||||||||||||||
|
|
|
Class A (1) |
|
|
|
|
Class B |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Name and Address of Beneficial |
|
Number of |
|
Percent |
|
Number of |
|
Percent |
|
Percent of |
|
Percent |
||||||||||||||||||||||||
Caroline Beasley |
|
|
|
30,886 |
|
(4) |
|
|
|
3.2 |
% |
|
|
|
58,586 |
|
(5) |
|
|
|
7.0 |
% |
|
|
|
|
5.0 |
% |
|
|
|
|
6.6 |
% |
|
|
Bruce G. Beasley |
|
|
|
23,155 |
|
(6) |
|
|
|
2.4 |
|
|
|
|
58,586 |
|
(7) |
|
|
|
7.0 |
|
|
|
|
|
4.6 |
|
|
|
|
|
6.6 |
|
|
|
Brian E. Beasley |
|
|
|
25,025 |
|
(8) |
|
|
|
2.6 |
|
|
|
|
53,539 |
|
(9) |
|
|
|
6.4 |
|
|
|
|
|
4.4 |
|
|
|
|
|
6.0 |
|
|
|
Peter A. Bordes, Jr. |
|
|
|
30,116 |
|
(10) |
|
|
|
3.1 |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
1.7 |
|
|
|
|
* |
|
|
|
Michael J. Fiorile |
|
|
|
10,475 |
|
|
|
|
|
1.1 |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
Leslie V. Godridge |
|
|
|
9,694 |
|
|
|
|
|
1.0 |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
Gordon H. Smith |
|
|
|
7,972 |
|
|
|
|
* |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
* |
|
|
|
|
* |
|
|
|||
Charles M. Warfield |
|
|
|
9,080 |
|
|
|
|
* |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
* |
|
|
|
|
* |
|
|
|||
Entities affiliated with the Beasley |
|
|
|
112,855 |
|
(11) |
|
|
|
11.8 |
|
|
|
|
511,320 |
|
(12) |
|
|
|
61.4 |
|
|
|
|
|
34.8 |
|
|
|
|
|
56.2 |
|
|
|
GAMCO Investors, Inc. |
|
|
|
80,416 |
|
(13) |
|
|
|
8.4 |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
4.5 |
|
|
|
|
* |
|
|
|
Bradley C. Beasley |
|
|
|
7,935 |
|
(14) |
|
|
* |
|
|
|
|
60,148 |
|
(15) |
|
|
|
7.2 |
|
|
|
|
|
3.8 |
|
|
|
|
|
6.6 |
|
|
||
Robert E. Beasley |
|
|
|
826 |
|
(16) |
|
|
* |
|
|
|
|
40,749 |
|
(17) |
|
|
|
4.9 |
|
|
|
|
|
2.3 |
|
|
|
|
|
4.4 |
|
|
||
Stephen F. Lappert |
|
|
|
47,934 |
|
(18) |
|
|
|
5.0 |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
2.7 |
|
|
|
|
* |
|
|
|
All directors and executive officers as |
|
|
|
264,153 |
|
|
|
|
|
27.5 |
% |
|
|
|
|
682,031 |
|
|
|
|
|
81.9 |
% |
|
|
|
|
52.8 |
% |
|
|
|
|
76.2 |
% |
|
26
*Less than one percent.
27
Equity Compensation Plan Information
The following table sets forth certain information with respect to our equity compensation plans as of December 31, 2024.
Plan Category |
|
Number of Securities |
|
Weighted-Average |
|
Number of Securities |
||||||||||||
Equity Compensation Plans Approved By |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
48,838 |
|
|
Equity Compensation Plans Not Approved By |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
Total |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
48,838 |
|
|
|
28
AUDIT COMMITTEE REPORT
To the Board of Directors:
We have reviewed and discussed with management the Company’s audited financial statements as of and for the year ended December 31, 2024.
We have discussed with the independent auditors, Crowe LLP, the matters required to be discussed pursuant to applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
We have received and reviewed the written disclosures and the letter from Crowe LLP required by the applicable requirements of the PCAOB regarding Crowe LLP’s communications with us concerning independence and have discussed with the auditors the auditors’ independence.
Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.
Leslie V. Godridge, Chair |
Michael J. Fiorile |
Charles M. Warfield, Jr. |
The material in this report is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall the material in this section be deemed to be “soliciting material” or incorporated by reference in any registration statement or other document filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Party Transactions
Review and Approval of Related Party Transactions. In 2007, the Board of Directors adopted the Company’s Related Party Transaction Policy (the “Policy”). The written Policy applies to any transaction, or series of transactions in which the Company, its subsidiaries or affiliates is or will be a participant, the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year, and in which any related party has or will have a direct or indirect interest. A related party for purposes of the policy includes:
Under the Policy, the Audit Committee of the Board of Directors reviews the facts relating to all related party transactions and either approves or disapproves the Company’s entry into the transaction. If advance Audit Committee approval of a transaction is not feasible, then the Audit Committee will consider the transaction and, if it determines the transaction to be appropriate, will ratify the transaction at the Committee’s next regularly scheduled meeting.
As adopted, the Policy has standing pre-approvals for transactions that meet specific criteria or are not considered related person transactions by the SEC. Pre-approved transactions include:
29
During 2023 and 2024, the Company engaged in several transactions in which our executive officers and other members of the Beasley family were participants. These transactions are described below. While the Policy had not been adopted at the time certain of these transactions and arrangements were entered into or commenced, each has been subsequently ratified by the Audit Committee pursuant to the Policy.
Beasley Broadcasting Management, LLC
The Company leases its principal executive offices in Naples, FL from Beasley Broadcasting Management, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family. The lease agreement expires on December 31, 2031. Rental expense was $0.3 million for each of the years ended December 31, 2023 and 2024.
Beasley Family Properties, LLC
The Company leases office space for its stations in Fort Myers, FL from Beasley Family Properties, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley, and other members of the Beasley family. The lease agreement expires on August 31, 2029. Rental expense was $0.2 million for each of the years ended December 31, 2023 and 2024.
Beasley Family Towers, LLC
The Company leased towers for 19 stations in various markets from Beasley Family Towers, LLC (“BFT”), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family and partially owned directly by Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family. During the fourth quarter of 2023, BFT sold 18 of the towers to an unrelated third party. As a result, the leases are no longer considered related party transactions. During the second quarter of 2024, the remaining lease agreement was terminated. Rental expense was $0.8 million and approximately $16,000 for the years ended December 31, 2023 and 2024, respectively.
The Company leases office space for its stations in Fayetteville, NC from BFT. The lease agreement expires on August 31, 2030. Rental expense was $0.1 million for each of the years ended December 31, 2023 and 2024.
On October 8, 2024, the Company entered into a Common Stock purchase agreement for the issuance and sale of 56,864 shares of Class A Common Stock of the Company to Beasley Family Towers, LLC at an offering price of approximately $12.31 per share, for gross proceeds of $700,000. The Company used the net proceeds to fund a portion of the cash payment made to the exchanging holders in an exchange offer by Beasley Mezzanine Holdings, LLC, which expired October 7, 2024, and for other corporate purposes.
On December 25, 2024, the 12-month silent period for WAEC-AM in Atlanta, GA expired and the FCC license was terminated. The Company sold the remaining transmitter equipment to Beasley Family Towers, LLC for $0.1 million.
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GGB Augusta, LLC
The Company leases land for its stations in Augusta, GA from GGB Augusta, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family. The lease agreement expires on October 31, 2028. Rental expense was approximately $52,000 and $53,000 for the years ended December 31, 2023 and 2024, respectively.
GGB Las Vegas, LLC
The Company leases office space for its stations in Las Vegas, NV from GGB Las Vegas, LLC, which is controlled by members of the Beasley family. The lease agreement expires on December 31, 2028. Rental expense was $0.2 million for each of the years ended December 31, 2023 and 2024.
Wintersrun Communications, LLC
The Company leased a tower for one station in Charlotte, NC from Wintersrun Communications, LLC (“Wintersrun”), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family and partially owned directly by Bruce G. Beasley and Brian E. Beasley. During the fourth quarter of 2023, Wintersrun sold the tower to an unrelated third party. As a result, the lease is no longer considered a related party transaction. Rental expense was $0.1 million for each of the years ended December 31, 2023 and 2024.
The Company leases a tower for one station in Augusta, GA from Wintersrun. The lease agreement expires on October 15, 2025. Rental expense was approximately $31,000 for each of the years ended December 31, 2023 and 2024.
Quu, Inc.
The Company currently holds an investment in Quu, Inc. (“Quu”), a company that provides the Company with access to an application for digital revenue. Payments to Quu for access to the application were $0.4 million and $0.5 million for the years ended December 31, 2023 and 2024, respectively.
Loan to Interactive Life, Inc.
In May 2022, the Company provided a $250,000 loan to Interactive Life, Inc. that accrues interest at 8.625% per annum until the loan’s maturity in May 2025. Interactive Life, Inc. is controlled by Mr. Joseph Harb. The Company currently holds an investment in Quu, Inc., a company that is controlled by Mr. Harb. Repayment of the loan to Interactive Life, Inc. is guaranteed by Mr. Harb with 3,333,334 shares of Class A common stock of Quu, Inc.
Employees
The compensation of Caroline Beasley, Bruce G. Beasley and Brian E. Beasley is discussed above in “Executive Compensation.” Bradley C. Beasley, brother of Caroline Beasley, Bruce G. Beasley and Brian E. Beasley, is currently employed by the Company and was paid $401,623 and $371,207 in 2023 and 2024, respectively. The amounts paid include a base salary and performance-based cash bonuses. Adam Lurie, son-in-law of Bruce G. Beasley, is currently employed by the Company and was paid $351,644 and $346,275 in 2023 and 2024, respectively. The amounts paid include a base salary, commissions and performance-based cash bonuses. Ilana Goldstein, daughter of Caroline Beasley, is currently employed by the Company and was paid $148,385 in 2024. The amounts paid include a base salary and performance-based cash bonuses. Ryan Beasley, son of Bruce G. Beasley, is currently employed by the Company and was paid $143,176 and $146,378 in 2023 and 2024, respectively. The amounts paid include a base salary, commissions and performance-based cash bonuses.
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and holders who own more than ten percent of a registered class of the Company’s stock to file reports of ownership and changes in ownership of Company equity securities with the SEC. Directors, executive officers and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of such reports and upon written representations from each of the Company’s officers and directors, the Company believes that, for the year ended December 31, 2024, all Section 16(a) filing requirements applicable to the Company’s directors, executive officers and greater than ten percent stockholders were complied with on a timely basis, except that Mr. Brian Beasley did not timely file one Form 4 to report an acquisition transaction. This transaction was reported with the filing of a Form 4 on November 20, 2024.
CODE OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a Code of Business Conduct and Ethics (the “Code”) applicable to all of its directors and employees, including its principal executive officer and principal financial and accounting officer, which is a “code of ethics” as defined by applicable rules of the SEC. The Code is available on the Company’s website at www.bbgi.com/corporate-governance. A copy may also be obtained upon request from the Secretary of the Company at Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103. If the Company makes any amendments to the Code other than technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of the Code that applies to the Company’s principal executive officer or principal financial and accounting officer and relates to an element of the SEC’s “code of ethics” definition, the Company will disclose the nature of the amendment or waiver, its effective date and to whom it applies on its website at www.bbgi.com.
HEDGING POLICY
INSIDER TRADING POLICY
We have
STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING
To be considered for presentation in the Company’s Proxy Statement related to the Annual Meeting of Stockholders to be held in 2026, a stockholder proposal must be received by Chris Ornelas, Secretary, Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103 no later than December 31, 2025. In addition, all such proposals must comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials.
For proposals submitted outside of Rule 14a-8, notice must be received by Chris Ornelas, Secretary, Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103 no later than March 16, 2026. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act.
In connection with our solicitation of proxies for our 2026 annual meeting of stockholders, we intend to file a proxy statement and WHITE proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.
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OTHER MATTERS
The Board of Directors knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, proxies properly processed will be voted in respect thereof in accordance with the judgments of the persons voting the proxies.
It is important that the proxies be properly processed and that your shares be represented. Stockholders are urged to promptly submit their proxies by telephone or via the Internet by following the instructions on the Notice of Availability of Proxy Materials.
This Proxy Statement and our 2024 Annual Report to Stockholders are available, beginning April 30, 2025, at our website www.bbgi.com. You may also access our Proxy Statement and 2024 Annual Report to Stockholders at www.proxydocs.com/BBGI. Stockholders may obtain, free of charge, a copy of our Proxy Statement or our 2024 Annual Report to Stockholders by writing to Beasley Broadcast Group, Inc., Attn: Investor Relations, 3033 Riviera Drive, Suite 200, Naples, Florida 34103. Please note that the information contained on our website is not incorporated by reference in, or considered to be part of, this Proxy Statement.
By Order of the Board of Directors |
Chris Ornelas, |
General Counsel and Secretary |
Dated: April 29, 2025
Naples, Florida
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APPENDIX A
BEASLEY BROADCAST GROUP, INC.
2025 EQUITY INCENTIVE AWARD PLAN
PURPOSE
The purpose of the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of Beasley Broadcast Group, Inc. (the “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a), (b) or (c) with respect to such Award must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A of the Code.
The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in the Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
SHARES SUBJECT TO THE PLAN
ELIGIBILITY AND PARTICIPATION
STOCK OPTIONS
RESTRICTED STOCK AWARDS
STOCK APPRECIATION RIGHTS
(a) A Stock Appreciation Right shall have a term set by the Committee. A SAR shall be exercisable in such installments as the Committee may determine. A SAR shall cover such number of shares of Stock as the Committee may determine. The exercise price per share of Stock subject to each SAR shall be set by the Committee; provided, however, that the Committee in its sole and absolute discretion may provide that the SAR may be exercised subsequent to a termination of employment or service, as applicable, or following a Change in Control of the Company, or because of the Participant’s retirement, death or disability, or otherwise.
(b) A SAR shall entitle the Participant (or other person entitled to exercise the SAR pursuant to the Plan) to exercise all or a specified portion of the SAR (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the SAR from the Fair Market Value of a share of Stock on the date of exercise of the SAR by the number of shares of Stock with respect to which the SAR shall have been exercised, subject to any limitations the Committee may impose.
(a) Payment of the amounts determined under Section 7.2(b) above shall be in cash, in Stock (based on its Fair Market Value as of the date the SAR is exercised) or a combination of both, as determined by the Committee.
(b) To the extent any payment under Section 7.2(b) is effected in Stock it shall be made subject to satisfaction of all provisions of Article 5 above pertaining to Options.
OTHER TYPES OF AWARDS
PROVISIONS APPLICABLE TO AWARDS
changes in capital structure
ADMINISTRATION
EFFECTIVE AND EXPIRATION DATE
AMENDMENT, MODIFICATION, AND TERMINATION
GENERAL PROVISIONS
* * * *
ANNUAL MEETING OF STOCKHOLDERS OF BEASLEY BROADCAST GROUP, INC. June 25, 2025 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS The Proxy Statement and Annual Report to Stockholders are available at www.proxydocs.com/BBGI Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided 062525 THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2, 4 AND 5, AND FOR "1 YEAR" FOR PROPOSAL 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. ELECTION OF DIRECTORS: NOMINEES: Michael J. Fiorile (For Class A Common Stockholders) Gordon H. Smith (For Class A Common Stockholders) Brian E. Beasley (For All Classes of Common Stockholders) Bruce G. Beasley (For All Classes of Common Stockholders) Caroline Beasley (For All Classes of Common Stockholders) PeterA. Bordes, Jr. (For All Classes of Common Stockholders FOR AGAINST ABSTAIN 2. Advisory vote to approve named executive officer compensation. FOR AGAINST ABSTAIN 3. Advisory vote on the frequency of future votes to approve named executive officer compensation.1 YEAR 2 YEARS 3 YEARS ABSTAIN 4. Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. FOR AGAINST ABSTAIN 5. Approval of the 2025 Equity Incentive Award Plan. FOR AGAINST ABSTAIN In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of stockholders and any adjournment thereof. These items of business are more fully described in the proxy statement. The record date for the Annual Meeting is April 28, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. To change the address on your account, please check the box to the right and indicate your new address in the space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
BEASLEY BROADCAST GROUP, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Chris Ornelas and Heidi Raphael as proxies, with power to act without the other and with power of substitution, and hereby authorizes them to represent and vote, as designated on the other side, all the shares of stock of Beasley Broadcast Group, Inc. standing in the name of the undersigned with all powers that the undersigned would possess if present at the Annual Meeting of Stockholders of the Company to be held on Wednesday, June 25, 2025, at 12:00 p.m. Eastern Time, and any adjournment thereof. (Continued and to be signed on the reverse side) 14475