D. Geoffrey Armstrong
About D. Geoffrey Armstrong
Independent director of Urban One since 2001 (24 years of board service), age 68. Currently Chief Executive Officer of 310 Partners (private investment firm); prior senior operating and finance roles in broadcast media including CFO of AMFM (1999–2000), COO and director of Capstar Broadcasting (1998–1999), and founder/CFO/COO/director of SFX Broadcasting (public; sold in 1998). Designated audit committee financial expert; qualifies as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 310 Partners | Chief Executive Officer | Current | Private investment leadership |
| AMFM (NYSE) | Chief Financial Officer | Mar 1999–Sep 2000 | Led finance until sale to Clear Channel |
| Capstar Broadcasting | Chief Operating Officer; Director | Jun 1998–Feb 1999 | Operations leadership; board role; merged into AMFM |
| SFX Broadcasting | Founder; CFO; COO; Director | Through 1998 (IPO 1993; sold 1998) | Built and operated public broadcaster pre-sale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nexstar Media Group, Inc. (NASDAQ: NXST) | Director | Since 2003 | Public company board service; media sector interlock |
| SFXii Entertainment; Capstar Broadcasting; AMFM; SFX Broadcasting | Director (historical) | Various | Prior board experience across media companies |
Board Governance
- Committees: Audit (Chair), Compensation (Member); not on Nominating Committee .
- Independence: Armstrong is independent under Nasdaq Rule 5605(a)(2); all Audit Committee members are independent and designated financial experts .
- Attendance: Board held 2 meetings in 2024; Audit Committee met 7 times; all directors attended >75% of board/committee meetings and the 2024 annual meeting .
- Controlled company: Urban One is a Nasdaq “controlled company”; not required to have majority-independent board or fully independent comp/nom committees .
- Re-election: Received 30,012,533 votes for (plurality election) at June 18, 2025 annual meeting .
Fixed Compensation
| Component | Policy Detail | Armstrong 2024 Amount |
|---|---|---|
| Annual cash retainer | $75,000 (paid quarterly) | $75,000 |
| Committee membership fees | $10,000 per committee (annual) | $20,000 (Audit + Compensation) |
| Committee chair fee | Additional $5,000 (annual) | $5,000 (Audit Chair) |
| Total cash fees | Sum of above | $100,000 |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Fair Value Basis | Vesting | Armstrong 2024 Recognized FV |
|---|---|---|---|---|---|
| RSU (Class D) | Jul 5, 2024 | 53,571 | $75,000 / $1.40 close | Time-based over 2 years | Included in $69,077 total stock awards |
| RSU (Class D) | Mar 5, 2024 | 9,025 | $25,000 / $2.77 close | Time-based over 2 years | Included in $69,077 total stock awards |
| RSU (Class D) | Jul 5, 2023 | 8,418 | $50,000 / $5.94 close | Time-based over 2 years | Prior grant; continuing vest |
- 2024 director equity recognized value: $69,077; no options granted to directors in 2024; total compensation $169,077 .
- Performance metrics: Director RSU awards vest based on service; no disclosed performance-based metrics (e.g., revenue/EBITDA/TSR) for director equity awards .
Other Directorships & Interlocks
| Company | Sector Relationship | Potential Interlock Risk |
|---|---|---|
| Nexstar Media Group (NXST) | TV broadcasting; Urban One operates radio/TV/digital | No related-party transactions disclosed involving Armstrong; standard industry overlap |
Expertise & Qualifications
- Audit committee financial expert designation; extensive CFO/COO background in public media companies; governance and risk oversight experience cited by company .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A | 10,000 | <1% | As of Apr 21, 2025 |
| Class D | 207,785 | <1% | As of Apr 21, 2025 |
| Economic/Voting Interest | — | <1% | Multiparty table indicates “*” (less than 1%) for Armstrong |
- Vested vs. unvested: Director RSUs vest over two years; specific unvested balance not itemized per director; grant details above .
- Pledging/hedging: No pledging or hedging disclosures for Armstrong in proxy .
- Section 16 compliance: Company states all required Section 16 filings for FY2024 were timely based on representations and reports reviewed .
Governance Assessment
- Strengths:
- Audit Committee chaired by Armstrong, with all members independent and all designated financial experts; committee met seven times in 2024, with separate auditor sessions and robust oversight described .
- Extensive finance and operations background supports board effectiveness in controls and reporting .
- Clear disclosure of director compensation structure and equity award timing to avoid MNPI concerns (service-based vesting) .
- Risks/Red Flags:
- Controlled company exemption reduces independence requirements (comp and nominating committees not solely independent; comp committee did not meet in 2024, acted by written consent), potentially weakening governance rigor .
- Material weaknesses in internal control over financial reporting reported for 2024 (control environment, ITGCs, close process); remediation plan underway. As Audit Chair, Armstrong bears oversight responsibility; persistence of weaknesses is a governance risk until fully remediated .
- Board held only two meetings in 2024; while committees met, low full-board meeting cadence may limit broader strategic oversight .
- Investor signal:
- Strong support for Armstrong’s re-election in 2025 (30.0M votes for) and ratification of PwC; reverse split authorization also approved—indicates shareholders backing board proposals amid listing/pricing considerations .
Overall, Armstrong’s deep media finance experience and Audit Chair role are positives for board effectiveness, but the controlled company structure and disclosed material weaknesses in ICFR present governance risks to monitor until remediation is complete .