B. Doyle Mitchell, Jr.
About B. Doyle Mitchell, Jr.
B. Doyle Mitchell, Jr., age 64, is President and CEO of Industrial Bank, N.A. and serves as a Class B director of Urban One, Inc. since 2020; he previously served on Urban One’s board from 2008–2011 . He is deemed an independent director under NASDAQ rules and is designated by the board as an “audit committee financial expert”; he attended more than 75% of board/committee meetings in 2024 and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Industrial Bank, N.A. | President & CEO; Director | Director elected 1990; President since 1993 | Leads a minority depository institution; banking oversight and governance experience |
| Urban One, Inc. | Director | 2008–2011 (prior service) | Prior board familiarity with media operations and governance |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| National Bankers Association (NBA) | Director; former Chair (two consecutive terms); current Treasurer | Current | Represents minority banks; leadership on industry policy and governance |
| Independent Community Bankers of America (ICBA) | Legislative Issues Committee member; former Safety & Soundness Committee member | Current/former | Policy engagement and prudential oversight experience |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee membership not listed for Mitchell; Nominating Committee membership not listed for Mitchell .
- Chair roles: Audit Committee chaired by D. Geoffrey Armstrong (Mitchell is a member, not chair) .
- Independence and expertise: The board determined Mitchell is independent under NASDAQ Rule 5605(a)(2) and is an “audit committee financial expert” under Item 401(h) of Regulation S-K .
- Attendance and engagement: Board held 2 meetings and acted 3 times by unanimous written consent in 2024; all directors, including Mitchell, attended >75% of board/committee meetings and the 2024 annual meeting .
- Audit Committee activity: 7 meetings in 2024, with oversight of external audit, internal controls, related-party reviews, and risk .
- Controlled company: Urban One qualifies as a NASDAQ “controlled company,” exempting it from certain independence requirements for the board, compensation, and nominating committees .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Annual retainer (cash) | 75,000 |
| Committee member fee (Audit) | 10,000 |
| Committee chair fee | 0 (not a chair) |
| Total cash fees received | 85,000 |
Policy highlights: Non-employee directors receive a $75,000 annual cash retainer, $75,000 in RSUs vesting over two years, plus $10,000 per committee membership and an additional $5,000 for committee chairs; expenses are reimbursed .
Performance Compensation
| Grant Date | Class | Shares Granted | Vesting Schedule | Fair Value Recognized (2024) | Notes |
|---|---|---|---|---|---|
| Jul 5, 2024 | Class D | 53,571 | Vests over 2 years | Included in $69,077 total for Mitchell | $75,000 grant sized at $1.40/share |
| Mar 5, 2024 | Class D | 9,025 | Vests over 2 years | Included in $69,077 total for Mitchell | $25,000 grant sized at $2.77/share |
| Jul 5, 2023 | Class D | 8,418 | Vests over 2 years | Prior-year grant | $50,000 grant sized at $5.94/share |
| Options (2024) | — | — | — | $0 | No director option awards disclosed for 2024 |
- Compensation structure is time-based RSUs for directors; no performance metrics are disclosed for director equity (vesting over two years) .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| National Bankers Association | No | Director; former Chair; current Treasurer | Industry association; no Urban One transactional interlock disclosed |
| ICBA Committees | No | Member (Legislative Issues); former Safety & Soundness | Policy committees; no Urban One transactional interlock disclosed |
No other public company directorships are disclosed for Mitchell; related-party transactions disclosed by Urban One do not reference Mitchell .
Expertise & Qualifications
- Banking executive leadership (Industrial Bank CEO) with governance across minority banking and community banking associations, providing financial oversight and risk acumen .
- Audit committee financial expert designation under SEC rules, reinforcing board oversight capability on financial reporting and controls .
Equity Ownership
| Metric | Value |
|---|---|
| Class D shares beneficially owned | 31,240 (less than 1% of Class D) |
| Voting interest | 0.00% (Class D non-voting; voting concentrated in Class B/A holders) |
| RSUs granted in 2024 (unvested, time-based) | 62,596 total (53,571 + 9,025), vesting over two years |
No options or pledged shares are disclosed for Mitchell; ownership guidelines for directors are not disclosed .
Governance Assessment
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Strengths
- Independent director with deep financial services leadership; designated audit committee financial expert .
- High engagement on audit matters (committee met 7x) and satisfactory attendance (>75%) .
- Equity grants align director incentives via time-based RSUs; modest direct share ownership provides some alignment .
-
Watch items / RED FLAGS
- Controlled company exemptions reduce independence of compensation and nominating committees; Mitchell is not on those committees, which remain influenced by insiders .
- Board held only 2 meetings in 2024 (though audit met 7x); limited full-board cadence may constrain broader oversight .
- Material weaknesses in internal control over financial reporting identified for 2024 (control environment, IT general controls, close process), with remediation in progress; as an audit committee member, this elevates governance risk until fully remediated .
-
Conflicts/related party exposure
- Proxy discloses related-party arrangements (e.g., Reach Media and Fantastic Voyage; BMI) but none involve Mitchell; conflict reporting processes are in place via audit committee review and code of ethics .