Karen Wishart
About Karen Wishart
Executive Vice President and Chief Administrative Officer (CAO) at Urban One; also serves as Assistant Secretary and is named in official shareholder communications and proxy notices (at least since 2023) . She is identified among senior leadership in the company’s diversity and inclusion disclosure as an African-American woman executive . Company performance context during her ongoing tenure: Adjusted EBITDA was $167,652k (2022), $130,991k (2023), and $103,463k (2024); GAAP net income/(loss) was $36,600k (2022), $4,565k (2023), and $(104,179)k (2024) .
Past Roles
Not disclosed in the proxy beyond current role references to EVP/CAO and Assistant Secretary .
External Roles
Not disclosed in the proxy .
Fixed Compensation
- Karen Wishart is not listed among Named Executive Officers in the Summary Compensation Table; the SCT covers Chair (Catherine L. Hughes), CEO (Alfred C. Liggins, III), and CFO (Peter D. Thompson). No base salary/bonus/perquisites are disclosed for Wishart .
Performance Compensation
- No individual performance metrics or bonus formula disclosures are provided for Wishart. Company-wide incentive design uses cash bonuses, restricted stock/RSUs, and stock options; awards may be time- or performance-vested at the Compensation Committee’s discretion .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Class D Shares (Aug 12, 2024) | % of Class (Aug 12, 2024) | Class D Shares (Apr 21, 2025) | % of Class (Apr 21, 2025) |
|---|---|---|---|---|
| Karen Wishart | 173,857 | <1% (*) | 123,857 | <1% (*) and 0.00% voting interest |
(*) Less than 1% as indicated in the Company’s ownership table.
- Urban One is a “controlled company” with combined voting control (~83%) by Catherine L. Hughes and Alfred C. Liggins, III, which materially dilutes governance influence of other executives/shareholders .
Options and Equity Awards (from historical disclosures)
| Grant Date | Class | Options Granted (#) | Exercise Price ($) | Vesting Date | Expiration |
|---|---|---|---|---|---|
| 02/10/2017 | Class D | 12,500 | 1.90 | 10/02/2018 | 10/02/2027 |
| 09/27/2022 | Class D | 19,643 | 4.23 | 09/27/2022 | 09/27/2032 |
- As disclosed, options under the 2019 plan generally are non-transferable and may not be sold, transferred, pledged, or assigned (except as permitted by the Committee), which limits hedging/pledging risk for option awards .
- No disclosure of RSUs/PSUs specifically granted to Wishart; the 2023 table shows option holdings only for Wishart .
Employment Terms
- No individual employment agreement, severance, non-compete, or change-of-control terms are disclosed for Wishart in the proxy. Employment agreements are disclosed only for the CEO, CFO, and Founder/Chair .
Company Pay vs Performance (Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income/(Loss) ($USD Thousands) | $36,600 | $4,565 | $(104,179) |
| Adjusted EBITDA ($USD Thousands) | $167,652 | $130,991 | $103,463 |
- The proxy’s Pay Versus Performance section explains CAP methodology, and presents adjusted EBITDA as a non-GAAP measure used by management; TSR values are referenced but not tabulated numerically in the excerpts provided .
Governance, Ownership Policies, and Red Flags
- Controlled company: Urban One relies on Nasdaq controlled-company exemptions (not requiring majority-independent board or independent-only compensation committee). This structure concentrates power with Chair and CEO .
- Pledging/Hedging: The equity plan restricts transfer/pledge of options unless permitted, reducing risk of option pledging; no explicit disclosure of share pledging by Wishart .
- Internal controls: Material weaknesses in financial reporting and IT general controls were disclosed, with remediation plans underway; not executive-specific but relevant to operational risk during tenure .
Investment Implications
- Alignment: Wishart’s direct ownership is small (<1%) and the company is controlled by Chair/CEO, implying limited governance influence and modest “skin in the game” signaling vs. founders’ substantial stakes .
- Selling pressure/vesting: Historical options for Wishart fully vested in 2018 and 2022; expirations in 2027 and 2032 may create exercise windows but do not, by themselves, indicate selling pressure. No Form 4 trading data is disclosed in the proxy excerpts to assess recent selling .
- Retention and incentives: Absence of disclosed individual bonus targets/severance/CoC for Wishart reduces visibility into retention economics; company-wide incentive levers include cash bonuses and equity grants overseen by the Compensation Committee .
- Execution risk: Internal control material weaknesses and declining adjusted EBITDA in 2024 vs. prior years highlight operational and reporting execution risk that senior administration must help remediate, which can affect compensation outcomes and investor confidence .