Alfred C. Liggins, III
About Alfred C. Liggins, III
Alfred C. Liggins, III (age 60) is CEO, President, and Treasurer of Urban One (UONE); CEO since 1997 and President since 1989; he joined the company in 1985 and is a Wharton Executive MBA graduate . Financially, Urban One’s net income declined from $36.6 million (2022) to $4.6 million (2023) to a loss of $104.2 million (2024), while Adjusted EBITDA fell from $167.7 million (2022) to $131.0 million (2023) and $103.5 million (2024) . Urban One disclosed material weaknesses in internal control over financial reporting for 2024 and appointed PwC as auditor in April 2025 following a competitive review .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WOL-AM (Urban One) | Account Manager | 1985 | Entry into company operations |
| Urban One | General Sales Manager | 1987 | Sales leadership before GM promotion |
| Urban One | General Manager (Washington, DC) | 1988 | Oversaw DC operations |
| Urban One | President | 1989–present | Engineered expansion into new markets |
| Urban One | Chief Executive Officer | 1997–present | Long-tenured CEO during diversification into broader multimedia |
External Roles
| Organization | Role | Years | Notes / potential conflicts |
|---|---|---|---|
| Apollo Theater Foundation | Director | N/D | Non-profit board service |
| Reach Media | Director | N/D | Urban One affiliate; related-party activities occur at subsidiary level |
| Boys & Girls Clubs of America | Director | N/D | Non-profit board service |
| Ibiquity Corporation | Director | N/D | Industry board service |
| National Association of Black Owned Broadcasters | Director | N/D | Industry association |
| National Association of Broadcasters | Director | N/D | Industry association |
| Broadcast Music, Inc. (BMI) | Director (compensated) | through Feb 8, 2024 | Resigned upon BMI sale; UONE had ordinary-course relationships and realized ~$0.8m proceeds from sale of BMI equity; UONE incurred ~$0.8m BMI expenses in 2024 |
Fixed Compensation
- Base salary: $1,250,000 .
- Target annual bonus: 100% of base; threshold: if Company exceeds 90% of budget, 50% of bonus deemed earned; maximum up to 175% for superior performance, all per compensation committee determinations .
- Perquisites: vehicle, driver, financial manager, personal assistant; for 2024, “All Other Compensation” included $2,146,082 TV One award and $157,000 financial/admin support; TV One award continues per prior agreement .
Multi-year CEO compensation:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,250,000 | 1,250,000 | 1,250,000 |
| Bonus ($) | 2,187,500 (discretionary) | — | 625,000 (discretionary) |
| Stock Awards ($) | 2,737,388 | 2,341,611 | 1,134,161 |
| Option Awards ($) | 858,530 | 1,333,205 | 237,680 |
| All Other Comp ($) | 4,204,855 | 3,089,512 | 2,303,082 |
| Total ($) | 11,238,273 | 8,014,328 | 5,549,923 |
Performance Compensation
Annual bonus mechanics:
| Element | Terms |
|---|---|
| Target | 100% of base salary |
| Threshold | 50% payout if company exceeds 90% of budget |
| Max | Up to 175% of base for superior performance |
| Metrics | Determined by CEO and Board/Compensation Committee; specific metrics not disclosed |
Equity awards and vesting schedules (CEO):
| Award type | Class | Grant date | Number of shares/options | Vesting | Strike/Term |
|---|---|---|---|---|---|
| Restricted Stock (Completion bonus) | Class A | 09/27/2022 | 468,750 | Vested 01/05/2025 | N/A |
| Stock Options (Completion bonus) | Class D | 09/27/2022 | 156,250 | Vested 09/27/2022 | $4.23; exp. 09/27/2032 |
| Stock Options | Class D | 02/06/2023 | 168,786 | Vested 02/06/2023 | $5.15; exp. 02/06/2033 |
| Stock Options | Class D | 01/05/2024 | 264,039 | Vested 01/05/2024 | $3.71; exp. 01/05/2034 |
| Stock Options | Class D | 06/05/2020 | 316,406 | Previously vested | $2.00; exp. 06/05/2030 |
| Stock Options | Class D | 07/05/2019 | 291,619 | Previously vested | $2.17; exp. 07/05/2029 |
| Stock Options | Class D | 01/05/2018 | 351,562 | Previously vested | $1.80; exp. 01/05/2028 |
| Stock Options | Class D | 08/07/2017 | 333,059 | Previously vested | $1.90; exp. 08/07/2027 |
- Annual equity cadence: in 2022–2024, annual Class D stock awards (approx. $1.424m value) and annual stock option awards (approx. $0.475m value) were granted; first annual grant priced/vested 09/27/2022, next annual grants priced/vested in Jan 2023 and Jan 2024; separate completion awards vested 01/06/2025 .
- Note: Class D share price traded at $0.51 on April 25, 2025 in Company’s proxy discussion; given option strikes of $3.71–$5.15 (recent tranches), those options appear out-of-the-money at that date .
Equity Ownership & Alignment
Beneficial ownership (as of April 21, 2025):
| Holder | Class A Shares | Class B Shares | Class C Shares | Class D Shares | Economic interest | Voting interest |
|---|---|---|---|---|---|---|
| Alfred C. Liggins, III | 933,769 | 2,010,307 | 920,456 | 14,841,427 | 40.08% | 58.35% |
- Includes 2,051,224 Class D options exercisable within 60 days for Liggins; holdings include shares via Liggins Revocable Trust and Liggins Dynastic Trust .
- Voting agreement: Ms. Catherine L. Hughes and Mr. Liggins have a voting agreement regarding election of directors; combined economic and voting interests are 58.19% and 83.21%, respectively .
- Unvested to vested transition: 468,750 Class A restricted shares scheduled to vest 01/05/2025 (as of 12/31/2024, unvested), potentially creating short-term selling pressure post-vesting .
- Vested vs. unvested options: CEO held only exercisable option tranches as of 12/31/2024 (no unexercisable options shown); strikes primarily $1.80–$5.15 with expiries 2027–2034 .
Employment Terms
| Term | Detail |
|---|---|
| Position | President and Chief Executive Officer of UONE and wholly owned subsidiaries |
| Agreement Term | Commenced Jan 1, 2022; runs through Dec 31, 2024, then auto-renews in 1-year periods unless 60 days’ notice given |
| Base Salary | $1,250,000 |
| Annual Bonus | Target 100% of base; 50% threshold at >90% of budget; up to 175% max for superior performance, per Compensation Committee |
| Equity | Completion bonus: 468,750 Class A RS; 156,250 Class D options (priced 09/27/2022); all vesting 01/06/2025 for the RS; annual Class D stock awards ($1.424m) and option awards ($0.475m) in 2022–2024 with pricing/vesting on grant (Sept 2022, Jan 2023, Jan 2024) |
| Change in Control | Double trigger: upon termination without cause or for good reason within two years following a change of control, cash severance equal to 3x (base salary + average of last 3 annual bonuses) plus pro-rata annual bonus and continued welfare benefits for 3 years; lump sum paid within 5 days |
| Definitions | “Cause” and “Good Reason” as defined (summaries in proxy; full terms filed in Form 8-K on April 9, 2024) |
Board Governance
- Board and tenure: Director since 1989; Urban One is a “controlled company” under NASDAQ rules as more than 50% voting power is held by Catherine L. Hughes (Chair) and Liggins; combined voting power ~83.21% .
- Leadership structure: Roles of Chair (Hughes) and CEO (Liggins) are separated; Audit Committee of three independent directors (actually four members) serves as additional check .
- Committees: Liggins serves on Nominating Committee (with Hughes, Jones, McNeill); he is not listed on Audit or Compensation Committees .
- Committee chairs: Audit Committee chaired by D. Geoffrey Armstrong .
- Attendance: The Board held two meetings in 2024; all directors attended >75% of aggregate meetings (board and committees) .
- Controlled company exemptions: Not required to have majority-independent board or solely independent Compensation/Nominating Committees; however, Audit Committee is independent .
Compensation Structure Analysis
- Mix trends: CEO total compensation declined from $11.24m (2022) to $5.55m (2024), driven by lower discretionary bonuses and lower equity/option grant values; discretionary bonus was $2.19m in 2022 vs $0 in 2023 vs $0.625m in 2024 .
- Equity design: 2022–2024 annual equity grants priced and vested at grant (reduces retention leverage), while a large completion RS award (468,750 Class A) vested on 01/05/2025, creating a single-date vesting event .
- Options risk/underwater status: Recent tranches carry strikes ($3.71–$5.15) well above the Class D trading price discussed ($0.51 on Apr 25, 2025), indicating no near-term in-the-money value and limited selling pressure from options .
- Peer benchmarking: Committee references a peer set (Cox Radio, Audacy, Cumulus, Saga) and other media/tech comparables; no fixed percentile target disclosed .
Performance & Track Record
| Metric (GAAP unless noted) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income (loss) ($000) | 36,600 | 4,565 | (104,179) |
| Adjusted EBITDA ($000) | 167,652 | 130,991 | 103,463 |
- Pay versus performance presentation is provided; Adjusted EBITDA is emphasized as a management performance measure but not explicitly disclosed as a bonus metric; TSR is presented conceptually without peer TSR (smaller reporting company) .
- Internal controls: Company reported multiple material weaknesses in 2024 and outlined remediation steps (entity-level controls, IT general controls, close process, ERP implementation) .
- Auditor change: EY dismissed and PwC appointed on April 7, 2025; no disagreements; material weaknesses noted as reportable events .
Related Party Transactions
- BMI: Liggins served as a compensated BMI director until BMI’s sale (Feb 8, 2024); UONE received ~$0.8m proceeds from BMI sale and incurred ~$0.8m of BMI expenses in 2024 in ordinary course .
- Reach Media/Tom Joyner Foundation “Fantastic Voyage”: Related-party disclosure at subsidiary level; 2024 revenues ~$9.5m, expenses ~$8.2m, operating income ~$1.3m; revised agreement (Aug 12, 2024) adjusts distributions (Reach performance fee up to $2.0m; thereafter 90/10 split to Reach/Foundation) .
- Voting agreement: Ms. Hughes and Liggins coordinate votes in director elections; together control ~83.21% voting power, reinforcing controlled company status .
Say‑on‑Pay & Shareholder Feedback
- Not disclosed in the provided proxy excerpts.
Compensation Committee Analysis
- Members: Terry L. Jones, D. Geoffrey Armstrong, Brian W. McNeill; acted three times by written consent in 2024; charter revised; responsibilities include executive pay, equity awards, perquisites .
- Consultant: Committee retained a benefits consulting firm; no conflicts disclosed in excerpts .
Equity Ownership Table (detail)
| Class | Shares beneficially owned (Liggins) | Notes |
|---|---|---|
| Class A | 933,769 | Includes shares held by Liggins Revocable Trust; see footnotes |
| Class B | 2,010,307 | 10 votes/share; held via Liggins Revocable Trust |
| Class C | 920,456 | Held via Liggins Dynastic Trust |
| Class D | 14,841,427 | Includes 2,051,224 options exercisable within 60 days |
| Economic interest | 40.08% | As of 4/21/2025 |
| Voting interest | 58.35% | As of 4/21/2025 |
Board Service History and Dual-Role Implications
- Board service: Director since 1989; current nominee for re-election; attended >75% of meetings; Board met twice in 2024 .
- Committee roles: Member, Nominating Committee (with Hughes, Jones, McNeill) .
- Dual-role considerations: CEO + Director with family Chair (Ms. Hughes) and >50% voting control via combined holdings; Company claims benefits of separated Chair/CEO roles; however, controlled company exemptions reduce independence requirements and Liggins participates in director nominations (nominating committee) .
Employment Terms (Severance and Change‑of‑Control Economics)
| Provision | CEO (Liggins) |
|---|---|
| Termination without cause/Good Reason within 2 years post‑CoC | 3x (base salary + avg last 3 bonuses) in cash lump sum within 5 days; pro‑rated annual bonus; continued welfare benefits for 3 years |
| “Cause”/“Good Reason” | Defined in agreement; summary provided; full terms referenced in April 9, 2024 Form 8-K |
Risk Indicators & Red Flags
- Controlled company with concentrated voting power (Ms. Hughes and Liggins ~83.21%); reduced independence requirements for committees and board composition .
- Material weaknesses in internal controls for 2024; remediation ongoing; potential financial reporting risk .
- Large single-date vesting (468,750 Class A RS on 01/05/2025) could create near‑term selling pressure; options largely out‑of‑the‑money at referenced price levels .
- Auditor change (EY to PwC) with no disagreements but with reportable control weaknesses; transition risk to monitor .
- Related‑party dynamics (Reach Media arrangements; prior BMI directorship) require ongoing oversight .
Compensation Peer Group (Benchmarking)
- Referenced peers include Cox Radio, Audacy, Cumulus, Saga; broader media/tech peers used for talent competition; no fixed percentile target disclosed .
Company Performance Context (for incentive alignment)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income (loss) ($000) | 36,600 | 4,565 | (104,179) |
| Adjusted EBITDA ($000) | 167,652 | 130,991 | 103,463 |
- Reverse stock split authorization sought (1-for-2 to 1-for-30) to address sub‑$1 trading risks and expand institutional eligibility; Board may implement at discretion before 2026 meeting .
Investment Implications
- Alignment and control: Liggins’ 58% voting and 40% economic interest align him with equity value creation but also entrench control; participation on the Nominating Committee in a controlled company structure raises independence concerns for governance‑sensitive investors .
- Near‑term supply/demand: The 468,750 Class A RS that vested on 01/05/2025 increases potential insider selling float; options are predominantly out‑of‑the‑money at referenced prices, limiting additional option‑driven supply in the near term .
- Pay‑for‑performance: Cash bonus payouts were discretionary and varied materially (zero in 2023, $625k in 2024), while a meaningful portion of “All Other Compensation” reflects a legacy TV One award; investors may view the immediate‑vesting annual equity cadence (2022–2024) as lower retention leverage vs. time‑based vesting .
- Risk flags: Multiple 2024 material weaknesses and an auditor switch to PwC heighten execution and reporting risk; performance deterioration (net loss in 2024; falling Adjusted EBITDA) compresses headroom for incentive payout credibility and deleveraging .
- Technicals: Reverse split authorization indicates management willingness to support per‑share price and listing requirements; typically neutral to fundamentals but can impact trading dynamics and index eligibility screening .