Peter D. Thompson

About Peter D. Thompson

Executive Vice President and Chief Financial Officer of Urban One since February 2008 (joined October 2007 as EVP of Business Development); age 60; previously 13 years at Universal Music in the UK, including five years as CFO, and four years in public accounting at KPMG London where he qualified as a Chartered Accountant . Company performance during 2022–2024: Net income moved from $36.6 million (2022) to $4.6 million (2023) to $(104.2) million (2024), while Adjusted EBITDA declined from $167.7 million (2022) to $131.0 million (2023) to $103.5 million (2024) . Thompson has signed recent SEC certifications and led finance-related disclosures and remediation efforts tied to material weaknesses in internal control over financial reporting .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Bonus Structure

Equity Awards (Restricted Stock)

Stock Options (Class D)

Equity Ownership & Alignment

• Stock classes: Class D shares have no voting rights; voting power rests with Class A (1 vote/share) and Class B (10 votes/share) .
• Shares beneficially owned: 514,836 Class D (as of April 21, 2025) .
• Options outstanding: 374,090 Class D obtainable upon exercise (aggregate across grants) .
• Ownership percentages: Economic interest 1.50%; Voting interest 0.00% (Class D non-voting) .

Ownership trend (economic interest measured via shares held):

• Pledging/hedging: No pledging or hedging disclosures identified for Thompson in proxy statements reviewed .
• Ownership guidelines: Not disclosed for executives in reviewed documents .

Employment Terms

• Title and tenure: EVP & CFO; CFO since February 2008; joined in October 2007 .
• Contract term: Employment agreement commenced January 1, 2022 and expired January 6, 2025; parties continue operating under the agreement’s terms pending a new agreement .
• Compensation terms: Base salary $650,000; Target bonus 75% of base; maximum bonus up to 132% of base; 50% of bonus deemed earned if Company exceeds 90% of budget .
• Equity terms: 150,000 Class D restricted shares vesting January 6, 2025 (completion bonus); annual Class D stock awards valued at $487,500; annual option awards valued at $162,500, with grants pricing and vesting Sept 27, 2022, Jan 2023, and Jan 2024 .
• Sign-on bonus: $250,000, subject to pro-rata claw-back if leaving before end of term .
• Severance: If terminated other than for cause, six months’ base compensation (subject to applicable deductions) upon execution of a general release .
• Cause/Good Reason: Defined in employment agreements; CFO’s definitions incorporated by reference to the Oct 3, 2022 8-K filing (summary provided in proxy) .
• Change-of-control economics: Specific CIC terms for CFO not disclosed in proxy; CIC severance multiples disclosed only for CEO/Chair (3x salary + average bonus) .
• Non-compete/non-solicit/garden leave: Not disclosed in reviewed proxy sections .

Performance & Track Record

Pay versus performance (company-level metrics during Thompson’s tenure as CFO; values per proxy):

• Internal controls: Proxy discloses multiple material weaknesses (entity-level controls, IT general controls, close process and review precision) and detailed remediation plan; CFO signature and oversight reflected in filings .
• Recent communications: CFO serves as contact on earnings releases and executes 10‑Q certifications (Sections 302 and 906) .

Compensation Structure Analysis

• Mix shift: 2024 total comp ($1,237,656) driven by salary, discretionary cash bonus, and lower equity accounting values vs. prior years; reduced equity value versus 2023 reflects lower grant-date fair values and vestings .
• Discretionary bonuses: Material discretionary payouts across 2022–2024, including $858,000 in 2022 despite subsequent deterioration in net income, suggesting committee flexibility and retention emphasis rather than strict formulaic performance hurdles .
• Equity vesting: Significant completion-vest award (150,000 Class D) vested January 6, 2025, potentially adding selling pressure around vest dates absent holding requirements .
• Option program: Multi-year, fully vested option grants (2019–2024) with moderate strikes ($2.00–$5.15) and long-dated expirations, creating ongoing monetization optionality; no repricing disclosed in reviewed materials .

Related Party Transactions (screen for conflicts)

• No specific related party transactions disclosed for Thompson; broader related-party items involve Reach Media and the Tom Joyner Foundation structure and BMI matters; none indicate conflicts tied to Thompson personally .

Risk Indicators & Red Flags

• Material weaknesses in internal control over financial reporting (entity-level controls, ITGCs, close process) under remediation; continued effectiveness testing pending—execution risk for accurate reporting .
• Heavy discretionary bonus component with limited disclosed quantitative metrics—pay-for-performance transparency risk .
• Large completion-vest RS award (150,000 Class D) vesting in early 2025—potential timing-related liquidity/selling pressure .
• No pledging or hedging disclosures and no explicit ownership guideline compliance metrics for CFO—alignment visibility gap .

Equity Ownership & Awards Detail (Vesting and Option Schedule)

Investment Implications

• Alignment: Thompson’s meaningful but non-voting Class D equity stake and fully vested options provide economic alignment; absence of disclosed ownership guidelines and no voting rights limit governance influence—monitor for post-vesting sales and any Form 4 activity around vest dates .
• Pay-for-performance: Structure relies on discretionary cash and time-based equity, with threshold tied to budget attainment rather than explicit EBITDA/TSR hurdles; in a period of declining Adjusted EBITDA and net income, this raises questions on incentive calibration and potential retention focus over strict performance alignment .
• Execution risk: Ongoing remediation of material weaknesses and finance function upgrades under CFO oversight is critical; progress is detailed but not yet fully operating for a sufficient period—risk to reporting quality persists until remediation completes and is tested .
• Liquidity/debt management backdrop: The company is actively managing leverage (e.g., repurchases of 2028 notes cited by CEO), which underscores the importance of CFO’s capital markets execution; compensation’s mix suggests retention and continuity priorities as Urban One navigates softer revenue and EBITDA guidance .