Urban One Inc.
06/16/2026 | Press release | Distributed by Public on 06/16/2026 15:25
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2026, the Company entered into a new employment agreement with the Company's Chief Financial Officer, Peter D. Thompson (the "Agreement"). Pursuant to the terms of the Agreement, Mr. Thompson will continue to serve as Executive Vice President and Chief Financial Officer of the Company and Vice President of its wholly-owned subsidiaries through January 6, 2029, unless earlier terminated pursuant to the terms of the agreement.
Mr. Thompson will be entitled to an annual base salary of $750,000 and will be eligible for an annual bonus. Mr. Thompson will also receive a signing bonus of $333,333 subject to a pro-rata claw-back if he leaves before the end of the term of the agreement. For each complete calendar year of the term of the Agreement, Mr. Thompson is eligible to receive an annual performance bonus (the "Annual Bonus") of up to Three Hundred Thousand Dollars ($300,000) (the "Target Bonus"), with the opportunity to earn up to one hundred thirty two percent (132%) of the Target Bonus for superior performance.
The amount of any Annual Bonus will be based on the achievement of performance goals established by the Company's Chief Executive Officer and Board of Directors. Achievement of at least ninety percent (90%) of the Company's budget for the applicable fiscal year will entitle Mr. Thompson to fifty percent (50%) of the Target Bonus (the "Bonus Threshold"), and achievement of one hundred percent (100%) of such performance goals shall result in one hundred percent (100%) of the Target Bonus being earned. Subject to satisfaction of the Bonus Threshold, the actual Annual Bonus earned may be greater or less than the Target Bonus with a maximum bonus of up to one hundred thirty two percent (132%), as determined by the Compensation Committee in its discretion.
Provided that the material weaknesses identified in the Company's Form 10-K for the period ended December 31, 2025, are remediated (the "Remediation"), at the end of the term of the Agreement, Mr. Thompson is eligible to receive bonus compensation in the amount of Eight Hundred Fifty Thousand Dollars ($850,000) ("Completion Bonus"), less any applicable withholdings and authorized deductions.
Finally, Mr. Thompson is eligible to receive certain stock-based compensation as follows: (A) With respect to each of the contract years ending January 6, 2026, and January 6, 2027, Mr. Thompson is eligible to receive Class D common stock with an aggregate value of Seven Hundred Four Thousand Two Hundred Fifty Dollars ($704,250), less applicable tax withholdings and authorized deductions. The grant for the contract year ending January 6, 2026 is to occur made as soon as practicable after execution of the Agreement, and the grant for the contract year ending January 6, 2027, shall be made no later than January 6, 2027. In addition, for each of the contract years 2026 and 2027, the Company is to grant Mr. Thompson shares Class D common stock and/or options to vest based upon certain performance-based measures with a target value of Two Hundred Thirty-Four Thousand Seven Hundred Fifty Thousand Dollars ($234,750) (the "2026-2027 Performance Grants"). (B) With respect to contract years ending January 6, 2028, and January 6, 2029, Mr. Thompson is eligible to receive Class D common stock with an aggregate value of Four Hundred Sixty-Nine Five Hundred Thousand Dollars ($469,500), less applicable tax withholdings and authorized deductions. The grants for the contract years ending January 6, 2028, and January 6, 2029, shall be made no later than January 6, 2028, and January 6, 2029, respectively.
In addition, for each of the contract years ending January 6, 2028, and January 6, 2029, the Company is to grant Mr. Thompson shares of Class D common stock and/or options to vest based upon certain performance-based measures with a target value of Four Hundred Sixty-Nine Five Hundred Thousand Dollars ($469,500) (the "2028-2029 Performance Grants"). All of the performance-based equity awards are subject to metrics, timing and conditions established annually by the Compensation Committee, consistent with those applied to other executive officers.
The foregoing summary of the terms of Mr. Thompson's employment agreement does not purport to be complete and is qualified by reference to the full text of his agreement, a copy of which attached as Exhibit 10.1 hereto.
Urban One Inc. published this content on June 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 16, 2026 at 21:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]