Bruce Beasley
About Bruce Beasley
Bruce G. Beasley (age 67) is President of Beasley Broadcast Group and a director since 1980; he became Vice Chair in 2024. He joined the company in 1975 and previously served as Co‑COO (2001–2006) and COO (2006–2016); he holds a B.S. from East Carolina University . Pay-versus-performance disclosures show cumulative TSR values of $61.74 (2022), $59.06 (2023), and $31.58 (2024) on a $100 initial investment, alongside net losses of $(42,057,430) (2022), $(75,120,138) (2023), and $(5,887,258) (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Beasley Broadcast Group | President | 1997–present | Oversees group operations and strategic execution across markets |
| Beasley Broadcast Group | Vice Chair | 2024–present | Board leadership role in a controlled company structure |
| Beasley Broadcast Group | Chief Operating Officer | 2006–2016 | Led operating discipline through industry cycles |
| Beasley Broadcast Group | Co‑Chief Operating Officer | 2001–2006 | Co-led operations across stations |
| Beasley Broadcast Group | Vice President of Operations; Station GM; GSM | 1975–2001 | Advanced from station-level sales/GM to corporate ops leadership |
| Beasley Broadcast Group | Director | 1980–present | Long-tenured director during family-controlled governance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Radio Advertising Bureau | Director | Not disclosed (current) | Industry body governance/advocacy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 558,789 | 478,326 |
| Stock Awards ($) | — | 104,500 |
| Non‑Equity Incentive Plan Compensation ($) | 270,000 | — |
| All Other Compensation ($) | 58,222 (incl. $12,000 car allowance; insurance reimbursements) | 60,278 (incl. $12,000 car allowance; insurance reimbursements) |
| Total ($) | 887,011 | 643,104 |
Employment agreement (amended Aug 14, 2024): Base salary $400,000; annual bonus at Compensation Committee discretion; company-paid benefit premiums incl. Medicare supplement plus associated tax gross-up on those premiums; term through July 1, 2027 with one‑year renewals by mutual agreement .
Performance Compensation
Annual Cash Bonus
| Year | Target structure | Actual Payout ($) |
|---|---|---|
| 2023 | Target 75% of base pay under Performance Incentive Plan; committee uses company financial metric and subjective factors (ratings, M&A, macro) | 270,000 |
| 2024 | Amount determined by Compensation Committee based on criteria it establishes | — (no payout disclosed) |
Committee stated 2024 performance “satisfied expectations” but awarded below-target bonuses overall; Bruce’s was nil for 2024 .
Equity Awards (RSUs)
| Grant date | Instrument | Shares | Vesting | Notes |
|---|---|---|---|---|
| Aug 2024 | RSU | 2,500 | Vested on grant date | Time-based; immediate vest |
| Aug 2024 | RSU | 5,625 | 1/3 on Jul 1, 2025; 1/3 on Jul 1, 2026; 1/3 on Jul 1, 2027 (cont. employment) | Pro‑rata accel. on death/disability; accel. on qualifying termination; CIC treatment per plan/agreements |
2024 stock award grant-date fair value (aggregate): $104,500 .
Equity Ownership & Alignment
| Category | Amount/Status | Notes |
|---|---|---|
| Class A common – shares | 23,155 | Includes 23,059 directly and 96 via family trust |
| Class A – % of class | 2.4% | Based on 960,059 Class A outstanding (as of Apr 28, 2025) |
| Class B common – shares | 58,586 | Via revocable and family trusts |
| Class B – % of class | 7.0% | Based on 833,137 Class B outstanding |
| Total economic interest | 4.6% | Company’s methodology |
| Total voting power | 6.6% | Class B has 10 votes/share |
| Unvested RSUs (12/31/24) | 5,625 | Vests 2025–2027; MV $52,931 @ $9.41 close on 12/31/24 |
| Options | None disclosed | No option awards outstanding disclosed |
| Pledging/Hedging | Not disclosed for Bruce | Company cites Insider Trading and Hedging Policies, but no pledging details provided in proxy |
Beasley family affiliates collectively control 56.2% of total voting power (controlled company) .
Employment Terms
| Term | Details |
|---|---|
| Agreement | Amended and restated Aug 14, 2024; President |
| Base salary | $400,000 |
| Bonus | Determined by Compensation Committee based on established criteria (no fixed target stated post‑amendment) |
| Term/renewal | Through Jul 1, 2027; auto one‑year renewals by mutual written agreement |
| Non‑compete | 1 year post‑termination; ends earlier if severance waived or not payable |
| Severance (no cause/good reason/death/disability) | Base salary and benefit premium payments (incl. Medicare supplement premiums and related tax gross‑up on those premiums) through Jul 1, 2027 or 1 year (greater); lump sum of $600,000 or highest bonus in prior 3 years (greater); up to 18 months COBRA; equity vests |
| Change‑in‑control (within 2 years, qualifying term) | 2× (base salary (or $1,200,000) + highest prior‑3‑year bonus), generally lump sum to extent compliant; equity vests |
| Clawback | Company maintains clawback; equity awards subject to Rule 10D‑1‑compliant policy |
Board Governance
- Role and independence: Bruce is an employee director (not independent); board designated independent directors exclude Caroline, Bruce, and Brian Beasley .
- Committees: Audit (Godridge, Fiorile, Warfield; Fiorile = financial expert), Compensation (Fiorile chair; Smith; Warfield), Governance (Warfield chair; Fiorile; Smith). Committees consist entirely of independent directors; as a controlled company, the Compensation Committee has no charter requirement .
- Leadership and control: Company is a NASDAQ “controlled company”; Chair/CEO is Caroline Beasley; lead independent director is Michael Fiorile. Independent directors meet in executive session after each board meeting .
- Meetings/attendance: Board met six times in 2024; all then‑current directors attended ≥75% of meetings/assigned committees .
- Director pay: Employee directors (incl. Bruce) receive no additional director compensation .
Related Party Transactions (governance red flags to monitor)
- Leases with family entities: Headquarters (Naples, FL) leased from Beasley Broadcasting Management, LLC ($0.3m in 2024); Fort Myers offices from Beasley Family Properties, LLC ($0.2m in 2024); Augusta, GA land from GGB Augusta, LLC ($53k in 2024); Las Vegas, NV space from GGB Las Vegas, LLC ($0.2m in 2024) .
- Beasley Family Towers, LLC (BFT): Historical tower/site leases; most towers sold to third party in Q4’23; remaining lease terminated in Q2’24 ($16k 2024). Fayetteville, NC office lease ($0.1m in 2024). Company sold WAEC‑AM transmitter equipment to BFT for ~$0.1m (Dec 25, 2024). Company sold 56,864 Class A shares to BFT at ~$12.31/sh for $700,000 (Oct 8, 2024) .
- Wintersrun Communications, LLC (partially owned by Bruce and Brian): Prior tower lease; tower sold to third party in Q4’23; separate Augusta, GA tower lease through Oct 15, 2025 (~$31k in 2024) .
- Family employment: Multiple Beasley family members employed (e.g., Adam Lurie (son‑in‑law), Ryan Beasley (son)) with disclosed compensation; policies in place for related party review/approval via Audit Committee .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100 investment at FY end) | 61.74 | 59.06 | 31.58 |
| Net Income (Loss) ($) | (42,057,430) | (75,120,138) | (5,887,258) |
Commentary: TSR compressed sharply in 2024, but reported net loss narrowed versus 2023; compensation committee emphasized navigating macro headwinds and awarded below‑target cash bonuses for 2024 overall .
Compensation Structure Analysis
- Mix shift: 2024 added time‑vested RSUs (2,500 immediate + 5,625 multi‑year), moving more pay toward equity despite a zero cash bonus, which can moderate near‑term cash outflows but introduces future vesting supply into the float .
- Metric rigor: Annual bonus uses a single company financial metric plus subjective assessment; no explicit quantitative formulae or weighting are disclosed, allowing high discretion in payouts .
- Governance safeguards: Clawback policy applies; 2025 Equity Incentive Plan provides for vesting acceleration in change in control unless assumed by the acquirer .
Equity Vesting and Potential Selling Pressure
- Known vesting cadence: 1,875 RSUs on Jul 1, 2025; 1,875 on Jul 1, 2026; 1,875 on Jul 1, 2027 (subject to employment/qualifying term) .
- Unvested RSU value: $52,931 at 12/31/24 close ($9.41) indicates modest incremental supply relative to free float, but vesting windows may still coincide with liquidity events .
Say‑on‑Pay & Shareholder Feedback
- Management included advisory say‑on‑pay and frequency votes in 2025 proxy (board recommends annual frequency); specific historical approval percentages not disclosed in the proxy materials provided here .
Compensation Committee Analysis
- Composition: Independent directors Fiorile (Chair), Smith, Warfield .
- Consultant usage: Not disclosed in the proxies provided .
- Charter/controlled company: Compensation Committee operates without a charter as permitted for a controlled company .
Director Compensation (Bruce as director)
- Employee directors receive no additional fees or equity for board service; non‑employee director retainers and RSUs are disclosed separately .
Investment Implications
- Alignment: Bruce holds 6.6% of total voting power via high‑vote Class B and trusts, and has multi‑year time‑vested RSUs; alignment is meaningful, though time‑based equity (vs. performance‑based) dilutes pay‑for‑performance purity .
- Retention/transition risk: Updated 2024 agreement through 2027 with 1‑year non‑compete and robust severance (and 2× CIC multiple capped by 409A), lowers near‑term departure risk but raises potential change‑of‑control cash outlays .
- Governance/related‑party risk: Controlled company status, family employment, and recurring related‑party transactions require continued monitoring; 2024 equity sale to a family entity underscores dependence on insider capital and potential conflict optics .
- Performance sensitivity: TSR compression in 2024 and volatile net losses inform cautious stance on incentive payouts; 2024 zero bonus for Bruce reflects committee discretion amid mixed results .