Caroline Beasley
About Caroline Beasley
Caroline Beasley (age 62) is Chair and Chief Executive Officer of Beasley Broadcast Group, Inc. (BBGI). She joined the company in 1983, became EVP/CFO/Treasurer/Secretary in 1994, served as interim CEO from March 18, 2016 to December 31, 2016, and was appointed CEO on January 1, 2017. She has been a director since 1983 and currently serves as Chair of the Board; she holds a B.S. degree from the University of North Carolina . BBGI’s recent performance (pay-versus-performance framework) shows cumulative TSR values of 61.74 (2022), 59.06 (2023), and 31.58 (2024), with net losses in 2022–2024; revenue and EBITDA have trended lower modestly over FY2022–FY2024 (see table) . Revenues and EBITDA for FY2022–FY2024 are shown with S&P Global disclaimer below.*
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $256,381,018* | $247,109,258* | $240,291,611* |
| EBITDA ($USD) | $25,143,596* | $20,615,306* | $21,250,158* |
*Values retrieved from S&P Global.
TSR and Net Loss (Pay vs Performance):
- TSR: 61.74 (2022), 59.06 (2023), 31.58 (2024)
- Net Loss: $(42,057,430) (2022), $(75,120,138) (2023), $(5,887,258) (2024)
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beasley Broadcast Group, Inc. | Business Manager; Assistant Controller; Corporate Controller | 1983–1994 | Built finance operations foundation pre-CFO |
| Beasley Broadcast Group, Inc. | EVP, CFO, Treasurer, Secretary | 1994–2016 | Led capital allocation, financial strategy over two decades |
| Beasley Broadcast Group, Inc. | Interim CEO | Mar 18, 2016–Dec 31, 2016 | Leadership continuity during CEO transition |
| Beasley Broadcast Group, Inc. | CEO | Jan 1, 2017–Present | Strategic and operational leadership; now also Board Chair |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadcast Music, Inc. (BMI) | Director; Chairperson | Director: 2014–Feb 2024; Chair: Oct 2020–Feb 2024 | Industry licensing and governance influence |
| National Association of Broadcasters (NAB) | Executive Committee; Radio Executive Committee; Past Joint Board Chair | Various (past service) | Policy advocacy, industry leadership |
| Broadcasters Foundation of America | Director | Since 2016 | Philanthropy and industry support |
| NAB Leadership Foundation | Board | Ongoing | Leadership development |
| FCC Access to Capital Working Group | Chairperson | 2019, 2021 | Policy initiatives to improve capital access |
| Honors & Recognition | Radio Executive of the Year; “40 Most Powerful” lists; NAB National Radio Award; B&C Hall of Fame; Giant of Broadcasting | 2011–2023 (various) | Credibility and industry stature |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $1,231,515 | $1,230,973 | CEO employment agreement sets base at $1,250,000, subject to Board adjustment |
| Target Bonus (% of Base) | 100% | 100% | Performance Incentive Plan; committee subjective overlay |
| Actual Bonus Paid ($) | $1,100,000 | $283,500 | 2024 awarded below target despite operational efforts |
| Perquisites | $35,080 (2023) | $36,021 (2024) | Includes $12,000 car allowance and insurance premium reimbursements; includes tax gross-up on benefit-related payments |
Employment Agreement (CEO):
- Term: renewed Aug 14, 2024; extended to July 1, 2027; auto-renewal for successive one-year periods upon mutual agreement .
- Benefits: annual base pay; target bonus; payments equal to employee benefits plus additional amount equal to taxes incurred from such benefit payments; $1,000 monthly car allowance .
- Non-compete & confidentiality: 1-year post-termination, with exceptions if terminated without cause or for good reason; non-compete ends at earliest of 1 year, waiver of severance rights, or if no severance is owed .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Financial Metric + Committee Assessment | Not disclosed; subjective component | CEO: $1,250,000 target bonus; COO target 75% of base (reference) | Committee found performance satisfied expectations but used subjective judgment; below-target awards | CEO: $283,500 (2024); $1,100,000 (2023) | Cash bonus; annual cycle |
| RSU Grants (Aug 2024) | Equity award | n/a | CEO granted 7,500 RSUs vested at grant; additional 15,000 RSUs time-vest | 2024 Stock Awards grant-date fair value $289,500 | 7,500: immediate vest; 15,000: equal installments on July 1, 2025–2027; accelerated upon qualifying termination |
Notes:
- Bonus determination includes factors like station ratings, M&A activity, management of extraordinary events, and performance relative to peers; no preset formula disclosed .
- Equity awards under the 2007 plan in 2024; 2025 Equity Plan broadens instruments (options, RSUs, SARs, performance awards) .
Equity Ownership & Alignment
| Ownership Item | Detail | Alignment Insight |
|---|---|---|
| Beneficial Ownership (Class A) | 30,886 shares (includes 30,790 direct; 96 via trust) – 3.2% of Class A | Meaningful stake in economic interest |
| Beneficial Ownership (Class B) | 58,586 shares via trusts – 7.0% of Class B | Class B has 10 votes/share; amplifies control |
| Total Economic Interest | 5.0% | Material alignment with equity value |
| Total Voting Power | 6.6% | Elevated influence via dual class |
| Unvested RSUs (12/31/2024) | 15,000 RSUs; market value $141,150 (at $9.41 close) | Time-based vest; vesting supply risk dates identified |
| Vested vs Unvested Options | None disclosed outstanding for executives; directors held no options | No option overhang shown |
| Stock Ownership Guidelines | Not disclosed | — |
| Hedging/Pledging Policy | Insider Trading Policy adopted; hedging policy section referenced | Policy presence noted; specifics not disclosed |
RSU Vesting Calendar:
- 2024 Grants: 15,000 RSUs vest in equal installments on July 1, 2025, 2026, 2027; 7,500 RSUs vested on grant in Aug 2024 .
- Outstanding as of 12/31/2024: 15,000 RSUs scheduled to vest on June 30, 2025, 2026, 2027 (plan footnote) .
Employment Terms
| Term Element | Provision | Economics |
|---|---|---|
| Severance (no CIC) | If terminated without cause/for good reason/death/disability: continuation of base salary and benefit-related payments (plus tax gross-up on those benefits) through July 1, 2027 or at least 1 year; lump sum $1,250,000 for CEO; COBRA up to 18 months; accelerated vesting of all outstanding equity awards | Material cash plus full equity acceleration |
| Severance (Change in Control) | If termination in connection with or within two years post-CIC: two times the sum of base salary and highest annual bonus in prior three years; paid in lump sum to extent consistent with 409A; equity acceleration | Double-trigger cash multiple; full equity vest |
| Non-compete & Non-solicit | Non-compete generally 1-year post-termination; confidentiality covenants; exceptions if severance waived/none owed | Retention/transition guardrails |
Equity Plan Mechanics (2025 Plan):
- New share reserve: 300,000 shares plus returned shares from expired RSUs/options; total not to exceed 378,126 shares after aggregation with returning shares .
- Awards: options (ISOs/NQSOs), RSUs, restricted stock, SARs, performance awards, dividend equivalents, stock payments, deferred stock .
- Change in control: outstanding awards become fully exercisable and forfeiture restrictions lapse unless assumed/converted by acquirer .
- Repricing/modification authority: Committee may reduce exercise prices and exchange/cancel awards; stockholder approval required for share increases .
Board Governance
- Structure: Controlled company under NASDAQ rules; more than 50% voting power controlled by Beasley family affiliates; not required to have majority independent board or fully independent compensation/nominating committees .
- Leadership: Caroline Beasley serves as both Chair and CEO. Board cites efficiency/clear command lines; lead independent director (Michael Fiorile) chairs executive sessions of non-management directors .
- Committees: Audit (Godridge, Fiorile, Warfield; Fiorile as “audit committee financial expert”), Compensation (Fiorile, Smith, Warfield), Governance (Warfield, Fiorile, Smith); all members independent .
- Meetings & Attendance: Board met 6 times in 2024; all directors attended ≥75% of Board/committee meetings; all directors attended 2024 Annual Meeting .
- Director Independence: Caroline, Bruce, Brian are not independent; other directors determined independent under NASDAQ rules .
- Director Pay: Employee directors receive no additional compensation for Board service; non-employee director retainers and RSUs disclosed separately .
Board Service History and Dual-Role Implications:
- Director since 1983; currently Chair of the Board .
- Dual role (Chair/CEO) in a controlled dual-class structure concentrates governance power; mitigants include lead independent director and independent committee membership/executive sessions .
Compensation Structure Analysis
- Mix shift: 2024 introduced stock awards to the CEO ($289,500 fair value) vs 2023 none, increasing equity-based pay component after a year of high cash bonus in 2023 .
- Bonus outcomes: Below-target bonus paid for 2024 despite “satisfied expectations,” reflecting committee discretion amid macro/industry pressures .
- Plan flexibility: 2025 Equity Plan allows broad award types, CIC acceleration, and repricing authority—enhances retention/incentives but can dilute pay-for-performance discipline if not tightly governed .
- Clawback: Company references clawback policy within the 2025 Plan (Rule 10D-1 alignment), enabling recovery under specified circumstances .
- Perquisites/gross-ups: Benefit payment tax gross-up in CEO agreement is shareholder-unfriendly and could be a red flag in governance assessments .
Related Party Transactions
- Headquarters lease: Naples, FL office leased from Beasley Broadcasting Management, LLC (benefit trusts for Beasley family); rent ~$0.3M in 2023 and 2024; expires Dec 31, 2031 .
- Fort Myers office: Lease from Beasley Family Properties, LLC; rent ~$0.2M in 2023 and 2024; expires Aug 31, 2029 .
- Towers/Facilities: Beasley Family Towers, LLC—historic tower leases (sold most in 4Q 2023); remaining lease terminated in 2Q 2024; rent $0.8M (2023) and $16K (2024); Fayetteville NC office lease through Aug 31, 2030 ($0.1M per year) .
- BBGI share issuance: Oct 8, 2024: 56,864 Class A shares sold to Beasley Family Towers, LLC at ~$12.31/share for $700,000 gross proceeds, used to fund mezzanine exchange offer and corporate purposes .
- Other related leases: Augusta GA land (through Oct 31, 2028; ~$52–53K/year); Las Vegas office (through Dec 31, 2028; ~$0.2M/year); Wintersrun Communications tower leases (sold 4Q 2023; remaining Augusta tower lease through Oct 15, 2025; ~$31K/year) .
- Strategic investments/loans: $250,000 loan to Interactive Life, Inc. (8.625% interest; matures May 2025), guaranteed by Quu, Inc. shares; Quu application payments $0.4M (2023) and $0.5M (2024) .
These transactions are reviewed/approved or ratified under the Related Party Transaction Policy overseen by the Audit Committee .
Director Compensation (Caroline-specific note)
- As an employee director, Caroline receives no incremental director compensation; non-employee director fees and RSUs are separate and disclosed (e.g., 2024 retainers and RSUs vesting Dec 31, 2024) .
Equity Compensation Plan Information
- Shares available under prior plan (as of 12/31/2024): 48,838 for future issuance .
- 2025 Plan new reserve: 300,000 shares plus recycling of expired/withheld shares; max aggregate cap 378,126 post-recycling constraint .
Performance & Track Record
- TSR trend: Cumulative TSR slipped from 61.74 (2022) to 31.58 (2024), reflecting sector pressures and company-specific challenges in monetization and post-pandemic recovery .
- Financial trajectory: Revenues decreased FY2022→FY2024; EBITDA dipped in 2023 and modestly recovered in 2024 (see table), indicating margin resilience efforts amid top-line pressure. Values retrieved from S&P Global.*
- Recognitions: Multiple leadership honors and industry awards (e.g., NAB National Radio Award 2022; B&C Hall of Fame 2023), indicating strong reputation and network influence .
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes advisory say-on-pay, frequency vote (Board recommends annual), auditor ratification, and approval of 2025 Equity Incentive Award Plan .
Risk Indicators & Red Flags
- Controlled company + dual-class voting power with Chair/CEO dual role limits independence checks; mitigated by lead independent director and independent committees .
- Related party transactions are numerous and material in aggregate, requiring continued robust Audit Committee oversight .
- Tax gross-up on benefit-related payments under CEO agreement .
- Equity plan repricing authority (potentially shareholder adverse if used without strong guardrails) .
- Award acceleration upon change in control can create windfall risk if not tightly conditioned .
Multi-Year Compensation (Summary)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $1,231,515 | $1,230,973 |
| Stock Awards ($) | — | $289,500 |
| Non-Equity Incentive ($) | $1,100,000 | $283,500 |
| All Other Compensation ($) | $35,080 | $36,021 |
| Total ($) | $2,366,595 | $1,839,994 |
Outstanding & Granted Equity (Detail)
| Item | Quantity | Grant/Vest Dates | Fair Value/Market Value |
|---|---|---|---|
| RSUs Granted (Aug 2024) | 7,500 (vested at grant) | Aug 2024 | Included in 2024 Stock Awards value |
| RSUs Granted (Aug 2024) | 15,000 | Equal installments on July 1, 2025–2027; accelerated upon qualifying termination | Included in 2024 Stock Awards value |
| RSUs Outstanding (12/31/2024) | 15,000 | Vest on June 30, 2025, 2026, 2027 (plan footnote) | $141,150 (at $9.41 close) |
Committee Composition & Process Notes
- Compensation Committee: Messrs. Fiorile, Smith, Warfield (independent); administers executive compensation and equity plans; no formal charter required for controlled company .
- Use of consultants: Not disclosed.
- Governance Committee: Oversees corporate governance guidelines and annual Board self-evaluation .
- Audit Committee: Reviews related party transactions; Fiorile designated “audit committee financial expert” .
Investment Implications
- Alignment: Caroline’s 5.0% economic interest and 6.6% voting power, plus family-controlled voting, align leadership with equity outcomes but also concentrate control and reduce external checks .
- Incentive design: 2024 shift to equity grants plus below-target bonuses suggests balanced retention and cost discipline; time-based RSUs (vs. performance RSUs) lower risk for the executive and may weaken strict pay-for-performance alignment. Vesting dates around June 30/July 1 each year could create potential supply/insider activity windows in those periods .
- Contract economics: Double-trigger CIC severance at 2x base+highest bonus and full equity acceleration represent meaningful change-of-control costs; governance-sensitive funds may haircut valuation for potential payouts in event-driven scenarios .
- Plan features: 2025 Equity Plan’s repricing authority and single-trigger CIC acceleration (unless assumed) require careful monitoring; dilution risk manageable with 300,000 share reserve and recycling but will affect float in a small-cap context .
- Governance risk: Extensive related party transactions, tax gross-up provisions, and dual Chair/CEO role in a controlled company environment raise governance risk premiums; mitigants include independent committees and lead independent director structure .
- Trading signals: Watch annual vest dates (June 30/July 1) for potential insider-related flows; monitor say-on-pay outcomes and any plan repricing actions; track Form 4 activity for insider selling pressure and compliance (company reports insider trading policy) .
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