Terry L. Jones

About Terry L. Jones

Terry L. Jones (age 78) has served as an Urban One director since 1995. He is Managing Member of the General Partner of Syndicated Communications Venture Partners V, L.P. and Managing Member of Syncom Venture Management Co., LLC; prior roles include co-founding stockholder and VP of Kiambere Savings & Loan (Nairobi), Lecturer at the University of Nairobi, and Senior Electrical Engineer at Westinghouse Aerospace and Litton Industries. He holds a B.S. in Electrical Engineering (Trinity College), an M.S. in Electrical Engineering (George Washington University), and an MBA (Harvard). The Board classifies him as an independent director under Nasdaq rules, and he is designated an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

Fixed Compensation

Performance Compensation

• Director equity awards are time-based RSUs/restricted stock; no performance metrics disclosed for director grants.

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and finance: Designated “audit committee financial expert”; long-standing audit committee service .
• Executive/VC/media: Decades of senior roles in Syncom and multiple media/tech boards (TV One, PKS, V-me, WDT, etc.) .
• Technical education: B.S. and M.S. in Electrical Engineering; MBA (Harvard) .

Equity Ownership

• Note: Urban One Class D shares are non-voting; hence Jones’ voting interest is 0.00%.

Additional Voting/Engagement Signals

Governance Assessment

Strengths

• Independent director with deep audit/financial expertise; formally designated an audit committee financial expert. Active on key board committees, notably audit (7 meetings in 2024).
• Consistent engagement: Board reports all directors (including Jones) attended >75% of aggregate board/committee meetings and attended the annual meeting.
• Director pay structure includes a balanced mix (cash retainer and time-based equity), fostering economic alignment; 2-year vesting helps retention.

Risks/Red Flags

• Controlled company: Board composition and committee independence standards are relaxed under Nasdaq “controlled company” exemption (Hughes/Liggins control ~83% of voting power), concentrating control away from independent directors.
• Compensation Committee activity: Committee (of which Jones is a member) held zero meetings in 2024 (three written consents); limited formal meeting cadence may be a process/oversight concern for pay governance.
• Nominating Committee lacks a charter and includes controlling insiders alongside Jones, potentially limiting independent influence on board refreshment.
• Internal control environment: Company disclosed material weaknesses with ongoing remediation overseen by the Audit Committee (Jones is a member), indicating elevated financial reporting risk until fully remediated.
• Ownership alignment: Jones’ beneficial ownership is <1% and in non-voting Class D shares, limiting his voting influence relative to insider controllers.

Related-Party and Conflicts

• Policies require audit committee review of related-party transactions; none involving Jones are disclosed in the proxy. The Fantastic Voyage arrangement involves Reach Media and a foundation, but no Jones-related transactions are identified.

Director Compensation (2024)

• Director compensation policy for 2024: $75,000 cash retainer; $75,000 RSUs vesting over 2 years; $10,000 per committee membership; +$5,000 per committee chair. Grant date for the annual award is the fifth day of the month following the annual meeting.

Board Committee Details (Jones)

Equity Grant Detail (Director Program)

No performance metrics disclosed for director equity; awards are time-based.

Notes on Company Structure and Voting

• Multi-class structure with non-voting Class D (Jones’ primary holdings) and super-voting Class B (10 votes/share), contributing to control by Hughes/Liggins (~83% voting power).