Leslie Godridge
About Leslie V. Godridge
Leslie V. Godridge is an independent director at Beasley Broadcast Group, Inc. (BBGI) and Chair of the Audit Committee, bringing extensive finance, banking, and regulatory experience from senior roles at U.S. Bancorp and The Bank of New York . She earned a BA from Smith College and an MBA from NYU Stern; she has served on multiple financial institution boards and industry committees, and has been recognized by American Banker’s “Most Powerful Women in Banking” list . Age: 68 (as disclosed in 2024 proxy); Tenure on BBGI board: since May 2020 . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bancorp / U.S. Bank, N.A. | Vice Chairman; Co-Head of Corporate & Commercial Banking; U.S. Bank Board | Joined 2007; U.S. Bancorp role through June 30, 2020; U.S. Bank Board since Jan 2016 | Managing Committee; senior leadership of corporate/commercial banking |
| The Bank of New York | Senior EVP; Executive Committee member; led Private Bank, Asset Management, Consumer & Commercial Bank | 1981–2006 | Reported to CEO; broad P&L and regulatory oversight |
| Junior Achievement of New York | Director/Committee member | Through June 30, 2020 | Executive, Audit, Board Development Committees |
| Museum of the City of New York | Treasurer; Co-chair Finance & Budget; Trustee | Since 2006 | Executive, Development, Investment Committees |
External Roles
| Company | Role | Committees |
|---|---|---|
| M&T Bank (NYSE: MTB) | Director | Risk Committee; Chair, Trust & Investment Committee |
| Wilmington Trust (N.A. and Wilmington Trust Company) | Advisory member | Trust & Investment Committees |
| National Integrity Life Insurance Co. | Director | Not specified (subsidiary of Western & Southern Financial) |
| Gerber Life Insurance Co. | Director | Not specified (subsidiary of Western & Southern Financial) |
Board Governance
- Committee assignments: Audit Committee (member and Chair); Compensation and Governance Committees exclude Ms. Godridge (members are Messrs. Fiorile, Smith, Warfield) .
- Audit Committee activity: met seven times in 2024; Godridge signed the Audit Committee Report as Chair .
- Independence: Board deems her independent; BBGI is a Nasdaq “controlled company” (Beasley family controls >50% voting power), which reduces certain independence requirements for committees .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2023 and 2024; all directors attended the 2023 and 2024 annual meetings .
- Lead Independent Director: Michael Fiorile serves as Lead Independent Director, guiding executive sessions and risk oversight coordination .
Attendance Summary
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meeting attendance rate | ≥75% of aggregate meetings | ≥75% of aggregate meetings |
| Audit Committee meetings held | 5 | 7 |
| Annual meeting attendance | All directors attended | All directors attended |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $65,000 | Standard non-employee director annual retainer |
| Committee chair fee (Audit) | $15,000 | Audit Committee Chair fee (Godridge) |
| Total cash fees | $80,000 | Sum of retainer + chair fee |
| RSU grant (May 29, 2024) | 3,788 units | Grant date fair value $50,000; vested Dec 31, 2024; no voting/dividends pre-vest |
| Options outstanding (12/31/2024) | None | No outstanding options or unvested stock awards for non-employee directors |
- Director fee structure also includes membership and lead director fees for other directors; Ms. Godridge’s disclosed cash components reflect retainer plus Audit Chair .
Performance Compensation
| Performance Metric in Director Pay | 2024 Disclosure | Evidence |
|---|---|---|
| Financial or TSR-based vesting | Not used for directors | 2024 RSUs vested time-based on Dec 31, 2024; no performance criteria disclosed |
| Option awards with performance hurdles | None disclosed | No options outstanding for non-employee directors as of 12/31/2024 |
- Equity incentive framework: BBGI’s 2025 Equity Incentive Award Plan permits performance awards company-wide; with respect to independent directors, awards are administered by the Board, but director grants disclosed for 2024 were time-based RSUs rather than performance-conditioned awards .
Other Directorships & Interlocks
- Public company directorship: M&T Bank (NYSE: MTB); committee leadership in fiduciary oversight (Trust & Investment Chair) suggests deep expertise in risk and asset stewardship relevant to BBGI’s Audit function .
- Potential interlocks/conflicts: No disclosed related-party transactions involving Ms. Godridge; Audit Committee (which she chairs) reviews and approves related party transactions under BBGI’s policy .
- Controlled company context: Extensive related-party transactions principally involve Beasley family entities and Quu; none identify Ms. Godridge personally, but oversight resides with the Audit Committee .
Expertise & Qualifications
- Finance and regulatory expertise from senior banking roles; Executive Committee memberships; oversight of multiple banking divisions .
- Recognitions: American Banker’s “Most Powerful Women in Banking” honoree .
- Education: BA (Smith College); MBA (NYU Stern) .
- Board qualifications: BBGI Board identified her as independent; Audit Committee leadership indicates financial oversight acumen (Audit Committee “financial expert” designation is attributed to Mr. Fiorile, while Godridge serves as Chair) .
Equity Ownership
| Metric | As of Apr 1, 2024 | As of Apr 28, 2025 |
|---|---|---|
| Class A shares beneficially owned | 118,129 | 9,694 |
| Class A % of class | “*” (less than 1%) | 1.0% |
| Class B shares beneficially owned | — | — |
| Total voting power % | “*” (less than 1%) | “*” (less than 1%) |
| Options outstanding | None | None |
| Unvested director equity at FY-end | None (12/31/2023) | None (12/31/2024) |
- Note: Share counts and percentages changed materially between 2024 and 2025 due to changes in shares outstanding; 2025 beneficial ownership reflects a significantly lower Class A base (960,059 shares) versus 2024 (13,666,308 shares) .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; consistent attendance; multi-decade banking and regulatory leadership; external fiduciary experience at MTB/Wilmington Trust enhances BBGI’s financial oversight credibility .
- Alignment: Receives time-based RSUs annually alongside cash retainer/chair fee; holds ~1.0% of Class A as of April 2025; no outstanding options; no unvested awards at FY-end 2024 .
- Policies and controls: Insider Trading Policy and Code of Ethics in place; Audit Committee charter includes related-party review/approval; no pledging disclosed in beneficial ownership footnotes for Ms. Godridge .
- RED FLAGS (contextual): BBGI’s “controlled company” status and dual-class voting structure reduce governance safeguards and concentrate voting power in Beasley family entities; related-party transactions are extensive (leases, tower sales, equity issuance to Beasley-affiliated entities), though overseen by the Audit Committee and not attributed to Ms. Godridge personally .
- Engagement signals: Lead Independent Director structure; independent-only committees; executive sessions; annual director RSUs vest quickly (December vest), suggesting retention emphasis rather than pay-for-performance linkage for directors .
Overall: Godridge’s Audit chair role, independence, and external fiduciary credentials support board effectiveness in financial oversight; the primary governance risk stems from BBGI’s controlled-company status and related-party environment, not from her individual profile or conduct .