Brian W. McNeill
About Brian W. McNeill
Brian W. McNeill, age 69, has served on Urban One’s Board since 1995 and is classified as an independent director under NASDAQ rules. He is a founder and Managing General Partner of Alta Communications, with deep expertise in media investments (radio, TV, outdoor advertising) and finance; he holds an MBA from Dartmouth’s Tuck School and graduated magna cum laude with a BA in Economics from the College of the Holy Cross .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alta Communications | Founder and Managing General Partner | — | Led investments across traditional media sectors |
| Burr, Egan, Deleage & Co. | General Partner | Joined 1986 | Media and communications investing |
| Bank of Boston | Formed and managed Broadcasting Lending Division | — | Built lending practice focused on broadcasting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Una Vez Mas | Director | Last five years | Media company board service |
| Millennium Radio Group, LLC | Director | Last five years | Radio sector board service |
| NextMedia Investors LLC | Director | Last five years | Media sector board service |
Board Governance
- Independence and tenure: McNeill is independent (NASDAQ Rule 5605(a)(2)) and has served since 1995 .
- Committee assignments: Audit Committee (member, designated “audit committee financial expert”), Compensation Committee (member), Nominating Committee (member) .
- Attendance and engagement: In 2024, the Board held 2 meetings; all six directors attended more than 75% of the aggregate number of Board and committee meetings on which they served . Audit Committee met seven times in 2024; Compensation Committee took three actions by written consent; Nominating Committee acted once by written consent (no charter) .
- Controlled company context: Urban One is a controlled company; as such it utilizes exemptions from certain NASDAQ independence requirements for Board/committees .
- Audit oversight context: Material weaknesses in internal control over financial reporting were disclosed for 2024; the Audit Committee (including McNeill) documented remediation plans, engaged SOX consultants, and enhanced ITGCs and close process controls .
Committee Assignments and Activity (2024)
| Committee | Role | Chair? | Meetings/Actions | Notes |
|---|---|---|---|---|
| Audit | Member; Financial Expert | No (Chair: Armstrong) | 7 meetings | Oversight of ICFR, auditor selection, related-party review |
| Compensation | Member | No | 0 meetings; 3 written consents | Executive comp approvals; charter in place |
| Nominating | Member | No | 1 written consent | No charter; recommends criteria and candidates |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | — | — | 105,000 |
Policy: Non-employee directors receive $75,000 annual retainer plus $10,000 per committee membership and $5,000 for committee chair; paid quarterly . McNeill’s $105,000 cash aligns with $75,000 retainer plus fees for his three committee memberships (no chair role) per disclosed policy .
Performance Compensation
| Grant Date | Instrument | Shares | Vesting | 2024 Recognized Fair Value ($) |
|---|---|---|---|---|
| 2023-07-05 | RSUs (Class D) | 8,418 | 2-year time-based | — |
| 2024-03-05 | RSUs (Class D) | 9,025 | 2-year time-based | — |
| 2024-07-05 | RSUs (Class D) | 53,571 | 2-year time-based | — |
| 2024 | Stock Awards (ASC 718) | — | — | 68,199 |
| 2024 | Option Awards | — | — | — |
- RSU grant mechanics: Share counts determined by dividing fixed grant values by closing prices on grant dates; 2024 grants vest over two years .
- Performance metrics: None disclosed for director equity; RSUs vest on time-based schedules only .
Other Directorships & Interlocks
| Company | Type | Relationship to UONE | Potential Interlock/Conflict |
|---|---|---|---|
| Una Vez Mas | Media | None disclosed | None disclosed |
| Millennium Radio Group, LLC | Radio | None disclosed | None disclosed |
| NextMedia Investors LLC | Media | None disclosed | None disclosed |
Related party transactions disclosed by UONE involve Reach Media and the Tom Joyner Foundation (revenues/fees and revised agreement); no McNeill-specific related party transactions are disclosed .
Expertise & Qualifications
- Financial and media expertise; extensive board experience in radio/TV and advertising-based businesses; corporate finance acumen .
- Audit Committee Financial Expert designation under Item 401(h) of Regulation S-K .
- Education: MBA (Tuck), BA Economics magna cum laude (Holy Cross) .
Equity Ownership
| Security Class | Shares Beneficially Owned | % of Class | Voting Interest |
|---|---|---|---|
| Class D Common | 269,263 | <1% | 0.00% |
Section 16(a) compliance: Directors’ ownership reporting was timely for FY2024 per company assessment . No disclosure of share pledging or hedging by McNeill .
Governance Assessment
- Positives:
- Independent director with audit committee financial expert status; breadth of media/finance experience supports board effectiveness .
- Strong committee engagement: Audit met seven times in 2024; Board/committee attendance >75% .
- Director equity grants (RSUs) provide economic alignment, though non-voting Class D limits governance influence .
- Concerns and red flags:
- Controlled company exemption reduces independence requirements for Compensation/Nominating; Nominating Committee has no charter and includes non-independent members (Hughes, Liggins) .
- Compensation Committee did not meet (acted by written consent only), which may limit deliberation transparency .
- Company-level material weaknesses in ICFR remain a governance risk; while remediation plans are active, persistence may affect investor confidence; Audit oversight is critical .
- Director equity is time-based with no performance conditions; limited pay-for-performance signal for directors .
Attendance, independence, roles, compensation, and ownership data reflect the Urban One 2025 DEF 14A. All facts above are drawn directly from the proxy statement.