Gordon Smith
About Gordon H. Smith
Gordon H. Smith (age 72) was appointed to the Board of Beasley Broadcast Group, Inc. on May 25, 2022. He previously served as President and CEO of the National Association of Broadcasters (NAB) from November 2009 through the end of 2021, following two terms as a U.S. Senator from Oregon (1997–2009) and later as a senior advisor at Covington & Burling LLP. Smith holds a B.A. from Brigham Young University and a J.D. from Southwestern University School of Law; his board-relevant credentials emphasize regulatory and legislative expertise in broadcasting and technology policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Broadcasters (NAB) | President & CEO | 2009–2021 | Led industry advocacy on music licensing/copyright modernization and media ownership rule reviews . |
| U.S. Senate (Oregon) | U.S. Senator | 1997–2009 | Committees: Commerce, Science & Transportation; Energy & Natural Resources; Finance; Foreign Relations; chaired Senate High Tech Task Force on new media/technology . |
| Covington & Burling LLP (Washington Office) | Senior Advisor | Post-2009 (not dated) | Advisory role leveraging regulatory expertise . |
External Roles
| Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| Host Hotels & Resorts, Inc. | Independent Lead Director; Chair, Nominating, Governance & Corporate Responsibility Committee | Director since 2009 | Lead independent oversight; governance committee leadership . |
| Hagoth Enterprises, Inc. | Chairman, Board of Directors | Not disclosed | Private company board leadership . |
Board Governance
- Independence: The Board determined Smith is independent under Nasdaq rules; only the Beasley family executives are non-independent .
- Committees: Compensation Committee member; Governance Committee member; not an Audit Committee member .
- Committee leadership: Committee chairs are Fiorile (Compensation), Godridge (Audit), Warfield (Governance); Smith currently holds no chair roles .
- Attendance: The Board met six times in 2024; all directors attended at least 75% of Board and applicable committee meetings and attended the 2024 Annual Meeting .
- Lead Independent Director: Fiorile serves as Lead Independent Director, chairing executive sessions and coordinating independent director oversight; Smith participates as a committee member under that structure .
- Controlled company: BBGI is a Nasdaq “controlled company,” exempt from certain independence requirements; the Board has no nominating committee, and the Compensation Committee has no charter .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Base fee for non‑employee directors . |
| Committee membership fee | $15,000 | Smith is a member of both Compensation and Governance Committees; the proxy indicates a single $15,000 annual fee “for such service” for committee membership . |
| Total cash fees | $80,000 | Sum of retainer and committee fee . |
Performance Compensation
| Grant Date | Instrument | Shares | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| May 29, 2024 | RSUs | 3,788 | $50,000 | Vested on Dec 31, 2024; no voting/dividends prior to vesting; no outstanding unvested awards at year‑end for non‑employee directors . |
| Performance Metric Category | Applied to 2024 Director Awards | Details |
|---|---|---|
| Financial/operational hurdles (e.g., revenue, EBITDA, TSR) | None disclosed for director awards | 2024 director RSUs were time‑based (single‑date vesting); no performance metrics cited for director grants . |
| Equity plan performance features (general) | Available under 2025 Equity Plan | Plan permits performance awards tied to metrics like net income, cash flow, ROE, EPS, price per share, market share; applicability to directors is at Board discretion . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Host Hotels & Resorts, Inc. | Independent Lead Director; Governance Committee Chair | No BBGI‑disclosed related‑party transactions or conflicts involving Smith; role suggests strong governance experience . |
| NAB (industry association, past) | Former President & CEO | Industry ties overlap with other BBGI directors’ past NAB roles but no related‑party transactions disclosed involving Smith . |
Expertise & Qualifications
- Regulatory and legislative expertise in broadcast/media from leadership at NAB and Senate Commerce oversight; technology policy experience via Senate High Tech Task Force .
- Legal training (J.D.) and board governance leadership (Independent Lead Director and governance chair at Host Hotels) .
- Industry knowledge relevant to broadcasting and media ownership frameworks .
Equity Ownership
| Holder | Class A Shares | % of Class A | Options/Unvested Awards Outstanding | Notes |
|---|---|---|---|---|
| Gordon H. Smith | 7,972 | <1% (“*”) | None outstanding as of Dec 31, 2024 | Beneficial ownership per proxy; non‑employee directors had no outstanding options or unvested stock awards at year‑end . |
- Hedging/pledging: Company has adopted an Insider Trading Policy and a Hedging Policy; no pledging or hedging disclosures specific to Smith are provided in the proxy .
- Voting/economic interest context: Dual‑class structure with Class B carrying 10 votes per share; Smith holds no Class B shares .
Governance Assessment
-
Strengths
- Independent director with deep regulatory/legislative experience and external governance leadership (Lead Independent Director at Host), enhancing board oversight quality .
- Active committee engagement (Compensation and Governance), with full Board and committee attendance thresholds met in 2024 .
- Clear separation from related‑party transactions centered on Beasley family affiliates; no Smith‑related transactions disclosed .
-
Structural Risks/Red Flags
- Controlled company status reduces formal independence requirements; the Board has no nominating committee, and the Compensation Committee has no charter—potentially weakening formal governance frameworks; mitigated in part by independent committee membership .
- Dual‑class voting dilutes Class A shareholder influence and may limit director accountability via voting mechanics; not specific to Smith but relevant for investor confidence .
- Performance‑linked director pay not utilized in 2024; compensation is cash retainer plus time‑based RSUs, which provides alignment but fewer explicit performance signals .
Insider Filings (Section 16)
| Item | Status |
|---|---|
| Form 4 timeliness (2024) | The Company reports all insiders filed timely in 2024, except one late Form 4 by Brian E. Beasley; no delinquent filings noted for Smith . |