ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2022, the Compensation Committee ("Compensation Committee") of
the Board of Directors of Urban One, Inc. (the "Company") approved the principal
terms of new employment agreements for the Company's Founder and Executive
Chairperson, President and Chief Executive Officer and Executive Vice President
and Chief Financial Officer. The terms of the new employment agreements are
effective as of January 1, 2022. The Company and Peter D. Thompson, Executive
Vice President and Chief Financial Officer, have executed an employment
agreement, a copy of which is attached as an exhibit hereto. Definitive
agreements for the remaining officers will be filed upon execution of the
documents. What follows below is a summary of the principal terms for each of
the employment agreements.
Cathy Hughes, Founder and Executive Chairperson
Pursuant to the terms approved by the Compensation Committee, Ms. Hughes will be
employed as the Founder and Chairperson of the Company and its wholly-owned
subsidiaries. Ms. Hughes' employment under the agreement will commence as of
January 1, 2022 until December 31, 2024, unless earlier terminated pursuant to
the terms of the agreement. Ms. Hughes will be entitled to a base salary payable
at the annualized rate of $1,000,000 per year and will be eligible for an annual
bonus. Ms. Hughes' annual target bonus opportunity will be equal to 50% of her
base compensation (the "Target Bonus"), based on the achievement of performance
goals as determined by Company's Chief Executive Officer and Board of Directors;
provided that (A) if the Company exceeds ninety percent (90%) of budget for the
fiscal year, the Annual Bonus shall be deemed fifty percent (50%) earned and
the Employee shall be entitled to such amount (the "Bonus Threshold") and (B)
subject to the Bonus Threshold, depending on results, the Employee's actual
bonus may be higher or lower than the Target Bonus, as determined by the
Compensation Committee. If Ms. Hughes achieves superior performance goals as
determined by the Company's Chief Executive Officer and Compensation Committee,
then she will be eligible to receive an Annual Bonus up to 87.5% of base
compensation. Ms. Hughes was also awarded 281,250 restricted shares of the
Company's Class A common stock and stock options to purchase 93,750 Class D
shares (with pricing to occur on September 27, 2022), all vesting on January 6,
2025 as a completion bonus. Finally, Ms. Hughes will receive annual Class D
stock awards with an annual value of approximately Eight Hundred Fifty-Four
Thousand Two Hundred and Ninety Seven Dollars ($854,297) and annual stock option
award with an annual value of approximately Two Hundred Eighty-Four Thousand
Seven Hundred Sixty-Five Dollars ($284,765). The first annual grant will price
and vest on September 27, 2022 and the second and third annual grants will price
and vest in January 2023 and January 2024, respectively.
Alfred C. Liggins, President and Chief Executive Officer
Pursuant to the terms approved by the Compensation Committee, Mr. Liggins will
be employed as the President and Chief Executive Officer of the Company and its
wholly-owned subsidiaries. Mr. Liggins employment under the agreement will
commence as of January 1, 2022 until December 31, 2024, unless earlier
terminated pursuant to the terms of the agreement. Mr. Liggins will be
entitled to a base salary payable at the annualized rate of $1,250,000 per year
and will be eligible for an annual bonus. Mr. Liggins's annual target bonus
opportunity will be equal to 100% of his base compensation (the "Target Bonus"),
based on the achievement of performance goals as determined by Company's Chief
Executive Officer and Board of Directors; provided that (A) if the Company
exceeds ninety percent (90%) of budget for the fiscal year, the Annual Bonus
shall be deemed fifty percent (50%) earned and the Employee shall be entitled to
such amount (the "Bonus Threshold") and (B) subject to the Bonus Threshold,
depending on results, the Employee's actual bonus may be higher or lower than
the Target Bonus, as determined by the Compensation Committee. If the Employee
achieves superior performance goals as determined by the Company's Chief
Executive Officer and Compensation Committee, then the Executive shall be
eligible to receive an Annual Bonus up to 175% of base compensation. Mr.
Liggins was also awarded 468,750 restricted shares of the Company's Class A
common stock and stock options to purchase 156,250 Class D shares (with pricing
to occur on September 27, 2022), all vesting on January 6, 2025 as a completion
bonus. Mr. Liggins will receive annual Class D stock awards with an annual
value of approximately One Million Four Hundred Twenty-Three Thousand and Eight
Hundred and Twenty-Eight Dollars ($1,423,828) and annual stock option award with
an annual value of approximately Four Hundred Seventy Four Thousand Six Hundred
and Ten Dollars ($474,610). The first annual grant will price and vest on
September 27, 2022 and the second and third annual grants will price and vest in
January 2023 and January 2024, respectively. Finally, Mr. Liggins remains
eligible for the TV One Award included in his prior employment agreement.
Peter Thompson, Executive Vice President and Chief Financial Officer
Pursuant to the terms approved by the Compensation Committee, Mr. Thompson will
be employed as Executive Vice President and Chief Financial Officer of the
Company and Vice President of its wholly-owned subsidiaries commencing as of
January 1, 2022 until December 31, 2024, unless earlier terminated pursuant to
the terms of the agreement. Mr. Thompson will be entitled to a base salary
payable at the annualized rate of $650,000 per year and will be eligible for an
annual bonus. Mr. Thompson's annual target bonus opportunity will be equal to
75% of his base compensation (the "Target Bonus"), based on the achievement of
performance goals as determined by Company's Chief Executive Officer and Board
of Directors; provided that (A) if the Company exceeds ninety percent (90%) of
budget for the fiscal year, the Annual Bonus shall be deemed fifty percent
(50%) earned and the Employee shall be entitled to such amount (the "Bonus
Threshold") and (B) subject to the Bonus Threshold, depending on results, the
Employee's actual bonus may be higher or lower than the Target Bonus, as
determined by the Compensation Committee. If the Employee achieves superior
performance goals as determined by Company's Chief Executive Officer and
Compensation Committee, then the Executive shall be eligible to receive an
Annual Bonus up to 132% of base compensation. Mr. Thompson will also receive a
signing bonus of $250,000, subject to a pro-rata claw-back if he leaves before
the end of the term of the agreement. Mr. Thompson was also awarded 150,000
restricted shares of the Company's Class D common stock vesting on January 6,
2025 as a completion bonus. Finally, Mr. Thompson will receive annual Class D
stock awards with an annual value of Four Hundred Eighty-Seven Thousand Five
Hundred Dollars ($487,500) and annual stock option award with an annual value of
One Hundred Sixty-Two Thousand Five Hundred Dollars ($162,500). The first annual
grant will price and vest on September 27, 2022 and the second and third annual
grants will price and vest in January 2023 and January 2024, respectively.
Forward Looking Statements
The Company cautions that certain of the statements in this Form 8-K or in its
press release may represent "forward-looking statements" as defined in
Section 27A of the United States Securities Act of 1933, as amended, and
Section 21E of the United States Securities Exchange Act of 1934, as amended.
Any or all forward-looking statements may turn out to be wrong. Forward looking
statements are based on assumptions believed by the Company to be reasonable and
speak only as of the date on which such statements are made. Without limiting
the generality of the foregoing, words such as "expect," "believe,"
"anticipate," "intend," "plan," "project," "will" or "estimate," or the negative
or other variations thereof or comparable terminology are intended to identify
forward-looking statements. Except as required by law, the Company undertakes no
obligation to update such statements to reflect events or circumstances arising
after such date and cautions investors not to place undue reliance on any such
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
described in the statements based on a number of factors, including but not
limited to the following: adverse effects which may arise in connection with the
material weakness in our internal control over financial reporting or our
failure to promptly remediate it; the extent of the impact of the slowing
economy, the extent of the impact of the COVID-19 global pandemic or any other
epidemic, disease outbreak, or public health emergency, including the duration,
spread, severity, and any recurrence of the COVID-19 pandemic, the duration and
scope of related government orders and restrictions, the impact on our
employees, economic, public health, and political conditions that impact
consumer confidence and spending, including the impact of COVID-19 and other
health epidemics or pandemics on the global economy; the rapidly evolving nature
of the COVID-19 pandemic and related containment measures, including changes in
unemployment rate; the impact of political protests and curfews imposed by state
and local governments; the cost and availability of capital or credit facility
borrowings; the ability to obtain equity financing; general market conditions;
the adequacy of cash flows or available debt resources to fund operations; and
other risk factors described from time to time in the Company's Form 10-K,
Form 10-Q, and Form 8-K reports (including all amendments to those reports).
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
99.1 Employment Agreement: Peter D. Thompson
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