Michael Fiorile
About Michael J. Fiorile
Michael J. Fiorile, age 70, has served on Beasley Broadcast Group’s Board since January 23, 2018 and is the Board’s Lead Independent Director. He is designated an “audit committee financial expert” and plays a central role in risk oversight, chairing executive sessions of independent directors and collaborating with the Chair to set Board agendas . Fiorile’s core credentials include decades of senior operating leadership in broadcast media at The Dispatch Printing Company and Dispatch Broadcast Group, and chair roles on multiple external boards and audit committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dispatch Printing Company | Chairman | Jul 2016 – Dec 2020 | Oversaw regional broadcast media and real estate operations |
| The Dispatch Printing Company | Vice Chairman & CEO | Sep 2015 – Jul 2016 | Led corporate strategy and operations |
| The Dispatch Printing Company | President & CEO | Jan 2013 – Sep 2015 | Senior executive leadership |
| The Dispatch Printing Company | President & COO | Jan 2008 – Jan 2013 | Operational leadership |
| The Dispatch Printing Company | President | Jan 2005 – Jan 2008 | General management |
| Dispatch Broadcast Group | Chairman & CEO | Jul 2016 – Dec 2019 | Led TV and radio portfolio; prior executive roles since 1994 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Auto Mutual Insurance Companies | Director | 2003 – Mar 2020 | Governance and risk oversight background |
| State Auto Financial Corporation | Director; Chair of Nominating & Governance; Chair of Risk | 2015 – Mar 2022 | Chaired key committees until company sale closed Mar 2022 |
| Broadcast Music, Inc. (BMI) | Director; Chair of Board; Audit Chair; Exec, Finance & Budget, Compensation Committees | Through Feb 2024 | Extensive audit and compensation oversight experience |
| National Association of Broadcasters (NAB) | Audit Committee Chair (prior service) | N/A | Industry audit leadership experience |
Board Governance
- Independence: The Board determined Fiorile is independent under Nasdaq rules; BBGI is a “controlled company” and not required to have a majority-independent board or all-independent compensation/nomination committees .
- Lead Independent Director: Chairs executive sessions of non-management directors after each Board meeting; facilitates communications and risk oversight; Board cites his public company risk management background for risk oversight leadership .
- Committees and roles:
- Audit Committee: Member; designated “audit committee financial expert”; Audit met 7 times in 2024 .
- Compensation Committee: Chair; met 3 times in 2024; as a controlled company, the Compensation Committee does not have a charter (signal of reduced formalization) .
- Governance Committee: Member; met once in 2024; charter available on company website .
- Attendance: The Board met 6 times in 2024; all directors attended at least 75% of aggregate meetings of the Board and their committees; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Total) | 112,500 | Aggregate cash fees for Board and committee service |
| Annual Retainer (policy) | 65,000 | Applies to all non-employee directors |
| Lead Independent Director Fee (policy) | 17,500 | Additional annual fee for serving as lead director |
| Compensation Committee Chair Fee (policy) | 15,000 | Additional annual fee for chair service |
| Committee Membership Fee (policy) | 15,000 | Annual fee for service as committee member (Fiorile is on Audit and Governance) |
BBGI is a controlled company; the Compensation Committee has no charter, which is a governance formalization gap even though permitted under Nasdaq rules for controlled companies .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (Director annual grant) | May 29, 2024 | 3,788 | 50,000 | Vested on Dec 31, 2024; RSUs had no voting rights or dividends before vest |
- No options outstanding and no unvested director stock awards as of Dec 31, 2024 .
- Performance metrics: None disclosed for director equity; grants are time-based RSUs with single-year vesting for 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Overlap/Interlocks | Potential Conflict Notes |
|---|---|---|---|
| State Auto Financial Corporation | Public (until Mar 2022) | Insurance; no disclosed business with BBGI | Served as committee chair; companies sold; no BBGI transactions disclosed |
| BMI | Private | Music licensing; BBGI CEO also served on BMI Board historically | Industry affiliation; no BBGI related-party transactions disclosed with BMI |
Expertise & Qualifications
- Media operating expertise: Senior executive and CEO roles across Dispatch Printing Company and Dispatch Broadcast Group; decades in TV/radio operations .
- Financial oversight: Audit committee financial expert; chaired BMI Audit; chaired risk and governance at State Auto; chairs BBGI Compensation Committee .
- Risk oversight: Board cites his risk management experience for enterprise risk oversight as Lead Independent Director .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % Total Economic Interest | % Total Voting Power |
|---|---|---|---|---|---|---|
| Michael J. Fiorile | 10,475 | 1.1% | — | — | <1%* | <1%* |
| Notes | “*” indicates less than one percent | “*” indicates less than one percent | ||||
| Source | ||||||
- As of Dec 31, 2024, non-employee directors held no outstanding options or unvested stock awards; Fiorile’s 2024 RSUs vested by year-end .
- Policies: Insider Trading Policy and a Hedging Policy are referenced; details not included in the proxy text; no pledging disclosures provided in the proxy .
Governance Assessment
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Strengths
- Independent status, Lead Independent Director role, and designation as audit committee financial expert support board effectiveness and risk oversight .
- Active committee leadership (Compensation Committee Chair) and membership across Audit and Governance; structured director equity aligns interests modestly via RSUs .
- Board-level practices include executive sessions of independent directors after each meeting and clear risk oversight processes .
-
Concerns and RED FLAGS
- Controlled company status reduces formal independence requirements; Compensation Committee lacks a charter, which may weaken transparency of pay governance despite permissibility under Nasdaq rules .
- Significant related-party transactions with Beasley family–controlled entities (e.g., facility and tower leases; equity issuance to Beasley Family Towers) increase perceived conflict risk; Audit Committee (including Fiorile) is tasked with review/approval, but the environment warrants continued scrutiny .
- Director equity awards are time-based RSUs with immediate or short-dated vesting, offering alignment but limited performance linkage; no performance conditions are disclosed for director grants .
-
Engagement and Attendance
- Board met 6 times in 2024; all directors met at least the 75% attendance threshold; all attended the 2024 annual meeting—indicative of engagement .
-
Pay-for-Performance Context at BBGI
- Say-on-pay advisory vote and annual frequency recommended by the Board (1-year) reflect responsiveness; Board maintains clawback provisions tied to Rule 10D-1 in equity plans .