Brian Beasley
About Brian Beasley
Brian E. Beasley is Chief Operating Officer of Beasley Broadcast Group (BBGI) and a director since 1982. He became COO on January 1, 2017 after serving as Vice President of Operations from 1997–2016. He holds a B.S. from East Carolina University and brings ~40 years of media operating experience, with external board roles at the Radio Advertising Bureau and the North Carolina Association of Broadcasters . Company pay-versus-performance disclosures show challenging recent fundamentals (negative net income) and weak TSR, a context relevant to incentive alignment under his plan .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Beasley Broadcast Group | Vice President of Operations | 1997–2016 | Led day-to-day station operations prior to promotion to COO |
| Beasley Broadcast Group | Chief Operating Officer | 2017–present | Oversees company operating execution across markets |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Radio Advertising Bureau | Director | Not disclosed | Industry board service |
| North Carolina Association of Broadcasters | Director (past) | Not disclosed | Prior service on state broadcaster association board |
Fixed Compensation
| Metric | FY 2020 | FY 2021 |
|---|---|---|
| Base Salary ($) | $529,019 | $572,209 |
| Car Allowance ($/yr) | $12,000 | $12,000 |
| Employment Agreement Terms | As of 2021–2024 | Current (renewed Aug 14, 2024) |
|---|---|---|
| Base salary | $600,000, with $50,000 increases in 2022 and 2023 | $700,000 |
| Target annual bonus | 75% of base pay | 75% of base pay |
| Benefits/car | Employee benefit coverage plus tax gross-up for benefit payments; $1,000/month car allowance | Same; $1,000/month car allowance |
| Term | Effective Jul 1, 2021; initial term through Jul 1, 2024 | Extended three years to Jul 1, 2027 |
Performance Compensation
| Incentive type | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (Performance Incentive Plan) | Company performance under plan | 75% of base pay | $400,000 (FY 2021 non‑equity incentive) | Paid in cash | N/A |
| Sign-on bonus (2021 agreement) | N/A | N/A | $150,000 (FY 2021) | Paid in cash | N/A |
| Stock awards (grant-date FV) | Equity compensation | N/A | $279,050 (FY 2021) | RSUs/PSUs per plan | Not disclosed for 2021 awards |
| RSU retention grants (2017) | Service-based vesting | N/A | 75,000 RSUs granted (2017) | Equity | Vested in equal tranches on Jan 1, 2018/2019/2020 |
Equity Ownership & Alignment
| Ownership component | Shares |
|---|---|
| Class A Common Stock held directly | 23,824 |
| Class A via George G. Beasley Trust f/b/o Brian (DTD 06-02-21) | 96 |
| Class A owned by children (deemed beneficial) | 680 |
| Class B convertible to Class A held by Brian E. Beasley Revocable Trust (one-for-one) | 9,827 |
| Class B convertible to Class A held by George G. Beasley Trust f/b/o Brian (u/a/d 12/9/08) | 37,578 |
| Class B convertible to Class A held by George G. Beasley Trust f/b/o Brian (DTD 06-02-21) | 6,134 |
| Class A shares outstanding reference used by filer | 992,229 |
Notes:
- The Schedule 13G/A filing enumerates beneficial holdings and the outstanding Class A base for percentage calculation; it does not explicitly state a percentage owned. The above breakdown reflects beneficial components per the filing .
- As of Dec 31, 2020, BBGI reported no outstanding equity awards for NEOs; subsequent grants occurred (see 2021 stock awards) .
Employment Terms
| Provision | Details |
|---|---|
| Agreement term | Effective Jul 1, 2021; renewed Aug 14, 2024 through Jul 1, 2027 |
| Non-compete | 1 year post-termination; ends earlier if executive waives severance, or if no severance entitlement |
| Severance (without cause / good reason / death/disability) | Continued base salary and benefit payment (including tax gross-up on benefit premiums) for one year; lump sum equal to $550,000 or highest annual bonus in prior 3 years (for Brian), whichever greater; COBRA premiums up to 18 months; accelerated vesting of outstanding equity |
| Change-in-control (double trigger) | If termination occurs in connection with or within 2 years after a change in control, severance equals 2×(base salary + highest annual bonus in prior 3 years); paid in lump sum if compliant with Section 409A; accelerated vesting of equity |
| Release requirement | Severance contingent on executing a release of claims |
Performance & Track Record (Company context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Pay-Versus-Performance: TSR (Value of $100 initial) | 61.74 | 59.06 | 31.58 |
| Net Income (as reported in PVP table) | $(42,057,430) | $(75,120,138) | $(5,887,258) |
| Recent quarterly performance | Q2 2025 | Q3 2025 |
|---|---|---|
| Net revenue ($mm) | $53.0 | $51.0 |
| Adjusted EBITDA ($mm) | $4.7 | $3.9 |
| Operating income (loss) ($mm) | $2.9 | $(0.3) |
| Net loss ($mm) | $(0.2) | $(3.6) |
Board Governance
- Director since 1982; executive (non-independent) board member .
- BBGI is a “controlled company” under Nasdaq rules and does not maintain a separate nominating committee; Audit and Compensation committees are composed of independent directors (Brian is not listed as a member) .
- Current committee composition: Audit (Godridge, Fiorile, Warfield), Compensation (Fiorile, Smith, Warfield) — underscores separation of oversight from executive family members .
Compensation Structure Analysis
- Cash vs equity mix: FY 2021 total $1.43M included salary ($572k), non-equity incentive ($400k), sign-on bonus ($150k), and stock awards ($279k), indicating balanced cash/equity with meaningful at‑risk components .
- Shift to RSUs: Historical 2017 RSUs vested over 3 years; 2021 stock awards granted; proxies do not indicate stock options, consistent with broader trend away from options .
- Performance metrics: Annual bonus tied to the Company’s Performance Incentive Plan; specific quantitative metrics are not disclosed in available filings .
- CIC and severance economics: Double-trigger 2× cash multiple plus accelerated vesting increases potential payout uncertainty in change-of-control scenarios; single-trigger vesting not indicated, aligning with governance best practices .
Risk Indicators & Red Flags
- Dual role and family control: COO and director; family-controlled board with multiple Beasley executives may elevate independence and succession risks .
- Operating headwinds: Company-negative net income across 2022–2024 Pay-Versus-Performance disclosures and declining TSR signal pressure on performance-linked payouts .
- Equity pledging/hedging: No BBGI-specific pledging or hedging policy disclosures were found in the reviewed documents; absence of disclosure limits assessment (searched DEF 14A and governance sections) .
Say-on-Pay & Shareholder Feedback
- Shareholder ballots include advisory votes on NEO compensation at BBGI’s annual meetings; independent fund N-PX records show support for BBGI’s say‑on‑pay proposals, but company-specific approval percentages are not disclosed in the reviewed filings .
Compensation Peer Group (Benchmarking)
- No BBGI compensation benchmarking peer group details were found in the reviewed proxy excerpts; committees are responsible for plan oversight and administration .
Investment Implications
- Alignment: Target bonus at 75% of salary and equity usage create at‑risk exposure, but family control and non‑independent executive directorship reduce governance checks on pay and performance alignment .
- Retention risk: Renewed contract through 2027 with competitive base and double‑trigger CIC protection suggests low near-term attrition risk; one‑year non‑compete provides post‑termination protection for BBGI .
- Trading signals: Beneficial ownership includes direct and trust holdings; absence of disclosed pledging mitigates forced-sale risk assessment, but lack of explicit anti‑pledging policy disclosure prevents definitive conclusion .
- Performance backdrop: Persistent net losses and weaker TSR raise the hurdle for merit-based payouts under the Performance Incentive Plan, a potential positive for pay discipline; however, macro ad softness and transition to digital continue to pressure operating results .