Catherine L. Hughes
About Catherine L. Hughes
Founder of Urban One, Inc., Chairperson of the Board and Secretary; director since 1980; age 78 . She served as CEO from 1980 to 1997 and has held multiple operating roles including President, General Manager, General Sales Manager, and talk show host . Urban One is a controlled company with majority voting power held by Ms. Hughes and CEO Alfred C. Liggins III; together they represent approximately 83.21% of possible votes . Company performance context: Adjusted EBITDA was $167.652m in 2022, $130.991m in 2023, and $103.463m in 2024, with GAAP net income/(loss) of $36.600m (2022), $4.565m (2023), and $(104.179)m (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Urban One, Inc. | Chief Executive Officer | 1980–1997 | Led company through founding and early growth; established leadership in African American media . |
| Urban One, Inc. | President, GM, GSM, Talk Show Host | 1980–present | Deep operational experience across sales and station management; unique stature in African American community . |
| WHUR-FM (Howard University) | General Sales Manager | Prior to 1980 | Built sales acumen at urban-contemporary station before founding Urban One . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Broadcast Music, Inc. (BMI) | Board Member | Prior years | Ms. Hughes sat on BMI’s board during the last ten years . |
| Piney Woods High School | Board Member | Prior years | Community/education-focused governance . |
| Walmart Stores, Inc. | Advisory Board Member | Prior years | Advisory role at publicly held company . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Target Bonus (% of Base) | 50% | 50% | 50% |
| Maximum Bonus (% of Base) | 87.5% | 87.5% | 87.5% |
| Actual Bonus Paid ($) | 875,000 | 0 | 250,000 |
Performance Compensation
- Annual bonus structure: 50% target opportunity with threshold payout of 50% of target when Company exceeds 90% of budget; maximum up to 87.5% of base compensation; payouts are subject to Compensation Committee discretion , with actual discretionary bonuses shown above .
Equity awards and vesting details (selected awards):
| Award Type | Shares/Options | Grant Date | Vesting Date | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Restricted Stock (Class A) | 281,250 | 09/27/2022 | 01/05/2025 | — | — |
| Stock Options (Class D) | 93,750 | 09/27/2022 | 09/27/2022 | 4.23 | 09/27/2032 |
| Stock Options (Class D) | 101,272 | 02/06/2023 | 02/06/2023 | 5.15 | 02/06/2033 |
| Stock Options (Class D) | 158,424 | 01/05/2024 | 01/05/2024 | 3.71 | 01/05/2034 |
| Stock Options (Class D) | 199,836 | 08/07/2017 | 01/05/2018 | 1.90 | 08/07/2027 |
| Stock Options (Class D) | 210,937 | 01/05/2018 | 01/05/2019 | 1.80 | 01/05/2028 |
| Stock Options (Class D) | 174,971 | 07/05/2019 | 01/06/2020 | 2.17 | 07/05/2029 |
| Stock Options (Class D) | 189,843 | 06/05/2020 | 01/06/2021 | 2.00 | 06/05/2030 |
Stock/option accounting values (ASC 718):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 1,642,432 | 1,395,854 | 680,497 |
| Option Awards ($) | 515,118 | 772,572 | 142,608 |
Equity Ownership & Alignment
| Class | Shares | % of Class | Economic Interest | Voting Interest |
|---|---|---|---|---|
| Class A | 448,619 | 6.03% | — | — |
| Class B | 851,536 | 29.75% | — | — |
| Class C | 1,124,560 | 54.99% | — | — |
| Class D | 6,024,984 | 17.55% | 18.11% | 24.85% |
| Options Obtainable (Class D) | 1,230,735 | — | — | — |
| Combined with A.C. Liggins III | — | — | 58.19% (economic) | 83.21% (voting) |
| Notes: Holdings are through personal trusts and Hughes-Liggins & Company, LLC (joint holdings in Class A and D) with a voting agreement between Ms. Hughes and Mr. Liggins for the election of directors . |
Employment Terms
- Role and 2022 Terms of Employment: Founder and Chairperson; base salary $1,000,000; annual target bonus 50% of base, threshold payout at 90% of budget (50% of target), maximum up to 87.5% of base; completion bonus grants of 281,250 Class A shares and 93,750 Class D options (priced 9/27/22) all vesting 1/6/2025; annual Class D stock awards valued ~$854,297 and annual option awards ~$284,765, with grants priced/vested on 9/27/2022, and in January 2023 and 2024 .
- Severance/change-of-control: If terminated without cause or for good reason within two years following a change of control (double trigger), Ms. Hughes receives 3x (base salary + average of last three annual incentive bonuses) in a lump sum within five days, pro-rated bonus for year of termination, and three years of welfare benefits .
- “Cause” and “Good Reason” definitions summarized in the proxy; full terms in referenced 8-Ks (April 18, 2008 for Ms. Hughes) .
- Perquisites and deferred compensation: Company automobile, driver, financial manager and personal assistant; prior non-qualified deferred compensation plan terminated in 2017 with amounts accruing interest and payable per plan terms .
Board Governance
- Board leadership: Ms. Hughes is Chairperson; CEO role is separate (Mr. Liggins) since 1997; Audit Committee provides oversight and serves as a check on both Chair and CEO .
- Controlled company: Urban One is exempt from certain NASDAQ requirements (majority independent board; independent-only comp and nominating committees) due to >50% voting power held by Ms. Hughes and Mr. Liggins .
- Committees:
- Audit Committee (independent members Armstrong, McNeill, Jones, Mitchell; all designated financial experts) .
- Compensation Committee (Jones, Armstrong, McNeill; acted three times by written consent in 2024) .
- Nominating Committee (Liggins, Hughes, Jones, McNeill; acted once by written consent in 2024; no charter) .
- Board activity: In 2024 the Board held two meetings and acted three times by unanimous written consent; all directors attended >75% of meetings and the annual meeting .
Director Compensation
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Terry L. Jones | 110,000 | 69,077 | 179,077 |
| Brian W. McNeill | 105,000 | 68,199 | 173,199 |
| B. Doyle Mitchell, Jr. | 85,000 | 69,077 | 154,077 |
| D. Geoffrey Armstrong | 100,000 | 69,077 | 169,077 |
| Policy: Non-employee directors receive an annual cash retainer of $75,000 and $75,000 of RSUs vesting over two years; committee memberships add $10,000 (chairs additional $5,000) . |
Related Party Transactions
- Governance process: Related party transactions are reviewed and may be approved by a special committee; conflicts of interest are governed under the code of ethics .
- Joint holdings & voting: Ms. Hughes’ and Mr. Liggins’ joint entity (Hughes-Liggins & Company, LLC) holds shares, and they have a voting agreement for director elections .
- Reach Media—Fantastic Voyage® agreement: 2024 revenues ~$9.5m, expenses ~$8.2m, operating income ~$1.3m; revised agreement from Aug 12, 2024 increases Reach’s performance fee and share of net operating income for 2025 onward .
- BMI: Mr. Liggins was a compensated BMI director; Urban One recorded expenses with BMI and realized ~$0.8m proceeds from BMI’s sale in 2024; Liggins is no longer a BMI director post-sale .
Compensation Peer Group
Peer references used by the Compensation Committee include Cox Radio, Audacy Communications, Cumulus Media, and Saga Communications, with broader review across television, cable, film, online, software and other comparable publicly held businesses; market comparisons serve as inputs but do not dictate specific pay ranges .
Say-On-Pay & Shareholder Feedback
- 2024 Proposals included advisory votes on executive compensation and its frequency; the Board recommended a frequency of once every three years .
- Voting power context: Officers and directors collectively intended to vote a supermajority of eligible votes in favor of proposals; Ms. Hughes and Mr. Liggins together held ~79.1% of votes possible in 2024 and ~83.21% in 2025 .
Performance & Track Record (Company context under Ms. Hughes’ Board tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income/(Loss) ($000s) | 36,600 | 4,565 | (104,179) |
| Adjusted EBITDA ($000s) | 167,652 | 130,991 | 103,463 |
| Recent update (Q3 2025): Consolidated net revenue $92.7m (-16% YoY); Adjusted EBITDA $14.2m (-44% YoY); net loss ~$2.8m; full-year 2025 EBITDA guidance cut to $56–$58m; net leverage 6.02x (net debt ~$408.5m vs LTM Adjusted EBITDA $67.9m) . |
Compensation Structure Analysis
- Pay mix and equity: Significant use of equity and options with immediate vesting on grant dates for certain awards (e.g., 2022–2024 options) and a large restricted stock grant vesting January 2025; this concentrates realizable value around discrete vesting points .
- Guaranteed vs. at-risk pay: Base salary is fixed; annual bonus is at-risk and discretion-adjusted, with target and maximum tied to performance thresholds .
- Equity plan capacity: 2019 Plan amended in 2024 to correct option duration to 10 years and add 750,000 Class A and 7,000,000 Class D shares for future awards, underscoring ongoing equity-based compensation capacity .
Risk Indicators & Red Flags
- Controlled company and family ties: Dual leadership/control by Ms. Hughes (Chair) and Mr. Liggins (CEO and son) creates independence and related-party scrutiny risks; NASDAQ controlled company exemptions apply .
- Internal controls: Multiple material weaknesses in internal control over financial reporting (entity-level controls, IT general controls, financial close/judgmental areas), with remediation initiatives in process .
- Change-of-control economics: Rich double-trigger CIC protections (3x base + average bonus) may impede strategic transactions or increase costs under potential change scenarios .
- Reverse stock split authorization: 2025 proxy sought authority for a reverse split (1-for-2 to 1-for-30), highlighting potential listing/trading dynamics and odd-lot risks .
Investment Implications
- Governance control: Ms. Hughes’ 24.85% voting interest and combined control with the CEO (~83.21% voting) mean low external influence on board/comp decisions; investors should price in limited governance change risk and strong continuity in strategy .
- Pay-for-performance alignment: Bonus framework uses Company budget thresholds and discretion; equity grants vesting around 1/2025 clustered realizable value, potentially influencing liquidity planning around vest dates .
- Transaction dynamics: Double-trigger CIC protections (3x) may raise deal costs; controlled status and family governance ties could complicate third-party M&A negotiations .
- Operating and capital structure: EBITDA guide cuts and ~6.0x net leverage increase sensitivity to execution, cost actions, and asset monetization; debt repurchases at discount and cash management are central to equity value trajectory .
- Trading mechanics: Reverse split authorization and ongoing equity plan capacity may alter float and option/share dynamics; monitor implementation timing and share reserve usage .