BBGI Beasley Broadcast Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington. D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant   ☒                        Filed by a Party other than the Registrant   ☐

Check the appropriate box:

BEASLEY BROADCAST GROUP, INC.

(Name of Registrant as Specified In Charter)

Payment of Filing Fee (Check the appropriate box):

3033 Riviera Drive

Suite 200

Naples, Florida 34103

(239) 263-5000

3033 Riviera Drive

Suite 200

Naples, Florida 34103

(239) 263-5000

Stockholders of record may submit their proxy by telephone prior to the Annual Meeting, rather than filling out and mailing a proxy card. To help explain this process, we have included a brief question and answer section below.

How do I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you can vote by telephone by following the instructions on the Notice of Availability of Proxy Materials.

If your shares are held in the name of a bank, broker or other record holder, follow the voting instructions on the form that you receive from them. The availability of telephone and Internet voting will depend on the process of the bank, broker or other record holder. Your bank, broker or other record holder will not be permitted to exercise voting discretion as to the matters to be acted upon other than the ratification of the appointment of the Company’s independent registered public accounting firm. Therefore, please give voting instructions to your bank, broker or other record holder.

How will my proxy be voted?

Your proxy, when properly submitted by telephone and not revoked, will be voted in accordance with your instructions. If any other matter is properly presented, the persons named as proxies will have discretion to vote in their best judgment.

Unless you give other instructions when you cast your vote by telephone, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors and a vote will be cast FOR the election of each of the nominees for directors, FOR the advisory vote to approve named executive officer compensation, FOR the ratification of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 and as the proxy holders deem advisable on other matters that may come before the meeting. If a bank, broker or other record holder indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present with respect to that matter. The Company believes that the tabulation procedures to be followed by the Inspector are consistent with the general statutory requirements in Delaware concerning voting of shares and determination of a quorum.

May I revoke or change my vote?

If you are a stockholder of record, you may revoke your proxy at any time before it is actually voted by:

Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other record holder, or, if you have obtained a legal proxy from your bank, broker or other record holder giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

How do I vote my shares in person at the Annual Meeting?

Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy from the bank, broker or other record holder that holds your shares giving you the right to vote the

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shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described above and on the Notice of Availability of Proxy Materials, so that your vote will be counted if you later decide not to attend the Annual Meeting.

What is the deadline for voting my shares?

If you are a stockholder of record, and plan to vote by telephone, your vote must be received by 11:59 p.m. Eastern time on May 26, 2021. If your shares are held in street name, you should return your voting instructions in accordance with the instructions provided by the bank, broker or other record holder that holds the shares on your behalf.

Who is paying for this proxy solicitation?

The cost of soliciting proxies will be borne by the Company. In addition, the Company may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners.

Proxies may also be solicited by certain of the Company’s directors, officers and regular employees, without additional compensation, personally or by telephone.

Nominees to be Elected by the Holders of the Class A Shares:

Michael J. Fiorile, age 66, was appointed to the Board of Directors of Beasley Broadcast Group, Inc. on January 23, 2018. He has served as Chairman of The Dispatch Printing Company, a privately owned, regional broadcast media and real estate company, since July 2016. Prior to his retirement in November of 2019 from his role as the Chief Executive Officer of The Dispatch Printing Company, Mr. Fiorile served as the company’s Vice Chairman and Chief Executive Officer from September 2015 until July 2016; as its President and Chief Executive Officer from January 2013 until September 2015; as its President and COO from January 2008 until January 2013; and as its President from January 2005 until January 2008. He has also served as Chairman and Chief Executive Officer of Dispatch Broadcast Group, which includes television and radio stations, since July 2016. He has held several executive positions within Dispatch Broadcast Group since 1994. Mr. Fiorile has also been a director of State Auto Mutual Insurance Companies since 2003. He has been a director of State Auto Financial Corporation (NASDAQ STFC) since 2015, where he serves as Chair of the Nominating and Governance Committee and Chair of the Risk Committee. Mr. Fiorile serves on the Board of Directors of BMI and was elected as Chairman of its Board in 2017, having previously served on its Executive, Finance and Budget and Compensation Committees and as the Chairperson of the Audit Committee. He is currently Chairperson of the Audit Committee for the National Association of Broadcasters. Mr. Fiorile’s qualifications for election to the Board of Directors include his extensive knowledge of the media industry and significant executive management experience gained through his service as senior executive and chief executive officer of media companies.

Allen B. Shaw, age 77, has served as Vice Chairman of the Board of Directors of Beasley Broadcast Group, Inc. since February 2001. Mr. Shaw also served as Co-Chief Operating Officer of the Company from February 2001 to January 2006. From 1997 to February 2001, Mr. Shaw was the President and Chief Executive Officer of Centennial Broadcasting and he resumed those positions with a new entity called Centennial Broadcasting II, LLC (“Centennial II”) in October 2004. Centennial II currently owns six radio stations in Virginia. Mr. Shaw previously was employed as the Chief Operating Officer of the Company from 1985 to 1990. Mr. Shaw serves as a director of the Library of American Broadcasting. Mr. Shaw’s qualifications for election to the Board of Directors include his extensive knowledge of the radio broadcast industry and significant executive management experience gained through his service as a senior executive and chief executive officer of radio broadcast companies.

Nominees to be Elected by the Holders of All Classes of Common Stock:

Brian E. Beasley, age 61, was appointed Beasley Broadcast Group, Inc.’s Chief Operating Officer on January 1, 2017. He previously served as Vice President of Operations from 1997 until December 2016. He has served as a director of Beasley Broadcast Group, Inc. since 1982. He brings 40 years of media experience to this position. Mr. Beasley serves on the Board of Directors of the Radio Advertising Bureau and has served on the Board of Directors of the North Carolina Association of Broadcasters. Mr. Beasley earned a B.S. degree from East Carolina University. Mr. Beasley is the son of George G. Beasley and the brother of Bruce G. Beasley and Caroline Beasley. Mr. Beasley’s qualifications for election to the Board of Directors include his valuable experience and knowledge of day-to-day operations at the Company. He has gained this experience by serving at all levels of our organization, from Account Executive to his current position as Chief Operating Officer.

Bruce G. Beasley, age 63, has served as Beasley Broadcast Group, Inc.’s President since 1997, Chief Operating Officer from 2006 through 2016, Co-Chief Operating Officer from February 2001 until February 2006, and as a director of Beasley Broadcast Group, Inc. since 1980. He began his career in the broadcasting business with the Company in 1975 and since that time has served in various capacities, including General Sales Manager of a radio station, General Manager of a radio station and Vice President of Operations of the Company. Mr. Beasley serves on the Board of Directors of the Radio Advertising Bureau. Mr. Beasley has a B.S. degree from East Carolina University. Mr. Beasley is the son of George G. Beasley and the brother of Caroline Beasley and Brian E. Beasley. Mr. Beasley’s qualifications for election to the Board of Directors include his extensive

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knowledge of the radio broadcast industry gained through his service at all levels of employment with the Company, from station sales manager to his current position as President.

Caroline Beasley, age 58, was appointed Chief Executive Officer of Beasley Broadcast Group, Inc. on January 1, 2017, previously serving as interim Chief Executive Officer from March 18, 2016 until December 31, 2016 and as Executive Vice President, Chief Financial Officer, Treasurer and Secretary beginning in 1994. Ms. Beasley joined the Company in 1983, having held a position as a Director of the Company since that time. Over her tenure prior to 1994, she served in various positions, including Business Manager, Assistant Controller and Corporate Controller. Ms. Beasley currently serves on the Board of Directors of BMI. In addition, she serves on the Executive Committee of the National Association of Broadcasters (NAB), and previously served on the Radio Executive Committee of the NAB Board of Directors. Ms. Beasley is a past Joint Board Chairman of the NAB Board of Directors. She previously served on the Board of Directors of the Radio Music License Committee. In 2017, Ms. Beasley was honored by Radio Ink magazine as Radio Executive of the Year. Ms. Beasley has been named one of the “40 Most Powerful People in Radio” in 2011, 2012 and 2016, 2017, 2018 and was named “Radio Executive of the Year” in 2019. She is a member of the Board of Visitors at her alma mater, the University of North Carolina, where she earned a B.S. degree. Ms. Beasley is the daughter of George G. Beasley and the sister of Bruce G. Beasley and Brian E. Beasley. Ms. Beasley’s qualifications for election to the Board of Directors include her valuable financial expertise, gained through her experience in various capacities at the Company over the past thirty years. Ms. Beasley also has gained valuable insight into the radio broadcast industry through her service on the boards of the industry groups mentioned above.

George G. Beasley, age 89, founded Beasley Broadcast Group, Inc. in 1961 and has served since its inception as the Company’s Chairman of the Board of Directors. Mr. Beasley also served from 1961 until March 2016 as Chief Executive Officer of the Company. Mr. Beasley was appointed to the Board of Trustees of Appalachian State University. He served on the North Carolina Association of Broadcasters’ Board of Directors for eight years, as well as its President and Vice President. Mr. Beasley has a B.A. and M.A. from Appalachian State University. George G. Beasley is the father of Bruce G. Beasley, Caroline Beasley and Brian E. Beasley. Mr. Beasley’s qualifications for election to the Board of Directors include his 55 years of management experience in the radio broadcast industry. In 2016, Mr. Beasley was inducted into the prestigious National Radio Hall of Fame. He is the founder of the Company and brings with him unsurpassed knowledge of the Company, its history and its competitors.

Peter A. Bordes, Jr., age 58, has been an independent director of Beasley Broadcast Group, Inc. since November 2016. Mr. Bordes was one of the owners of Greater Media, Inc., where he served as a member of its Board of Directors from 2008 until October 2016. Mr. Bordes is a co-founder of oneQube, and he has been its Chief Executive Officer since 2011. Prior to founding oneQube, Mr. Bordes was the Chief Executive Officer of MediaTrust from 2008 to 2011. He has served as a director of PeekYou LLC since 2010 and as a director of OCEARCH since 2014. Mr. Bordes has been involved during much of his career in the banking and venture capital industries. Mr. Bordes qualifications for election to the Board of Directors include his years of service on the Board of Directors of Greater Media, Inc., as well as his involvement in media and capital venture entities.

Leslie Godridge, age 65, has been an independent director of Beasley Broadcast Group, Inc. since May 2020. Ms. Godridge retired on June 30, 2020 as vice chairman and co-head of corporate & commercial banking at U.S. Bancorp where she served on the Managing Committee and on U.S. Bank, N.A.’s Board of Directors. She has held both of these positions since January 2016. Ms. Godridge originally joined U.S. Bancorp in 2007 and has held various other positions at the bank since then. Before joining U.S. Bancorp, Ms. Godridge worked for The Bank of New York from 1981 to 2006, where she reported to the CEO as a Senior Executive Vice President and a member of its Executive Committee, among other positions. Since 2006, Ms. Godridge has served as Assistant Treasurer, Co-chair of the Finance & Budget Committee as well as Trustee and member of the Executive, Development and Investment Committees for the Museum of the City of New York. Until June 30, 2020 she was a member of the Executive, Audit, and Board Development Committees of Junior Achievement of New York. She is a repeat honoree for American Banker’s annual Most Powerful Women in Banking.

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Ms. Godridge earned an MBA from New York University, Leonard N. Stern School of Business. Ms. Godridge’s qualifications for election to the Board of Directors include her extensive finance and regulatory knowledge and significant management experience gained through her senior executive positions at financial institutions. Ms. Godridge is a Director of M&T Bank based in Buffalo, New York.

Charles M. Warfield, Jr., age 71, has more than 40 years of experience in the broadcast and media industry. He currently serves on the National Association of Broadcaster (“NAB”) Investment Committee. From 2000-2012, he held senior positions, including President and Chief Operating Officer, at ICBC Broadcast Holdings, Inc. (“ICBC”). In August 2011, an involuntary petition under Chapter 11 of the Bankruptcy Code was filed against ICBC in the United States Bankruptcy Court for the Southern District of New York, culminating with the acquisition of ICBC by YMF Media, LLC in 2012. Mr. Warfield served as President and Chief Operating Officer of YMF Media, LLC until 2014. Between 2013-2015, Mr. Warfield served as Joint Board Chairman on the Board of Directors of NAB. Previously, he served as Chairman of the Radio Executive Committee of the NAB Radio Board of Directors and as a member of the NAB Education Foundation Board. Mr. Warfield has frequently been recognized for his leadership in the radio broadcast industry, including being named Radio Executive of the Year in 2009 by Radio Ink Magazine, receiving the 2010 National Radio Award from the NAB, and being inducted into the New York State Broadcasters Hall of Fame in 2015. Mr. Warfield earned a B.S. degree in accounting from Hampton University. Mr. Warfield’s qualifications for election to the Board of Directors include his invaluable experience and significant success in the broadcast and media industry.

Unless otherwise indicated, proxies received will be voted FOR the election of each of the nominees named above.

Recommendation of the Board of Directors:

The Board of Directors unanimously recommends a vote “FOR” the election of all nominees named above.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Company’s Board of Directors met eleven times during 2020. Other than Ms. Godridge who joined the Board in May 2020, each member of the Board attended at least 75% of the aggregate number of meetings held during 2020 of the Board of Directors and the committees of the Board of Directors of which he or she was a member. Ms. Godridge attended all Board meetings held after she joined the Board. The Company does not have a formal policy regarding director attendance at annual meetings of stockholders, but encourages directors to attend. All of our then-current directors attended the 2020 Annual Meeting of Stockholders.

Controlled Company

The Company qualifies as a “controlled company,” within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules. The Company currently qualifies as a controlled company because more than 50% of the Company’s voting power is controlled by the Company’s Chairman, George Beasley. As a result, the Company is not required to have a Board of Directors consisting of a majority of Directors who are independent or a compensation committee or nominating committee composed solely of independent directors.

Leadership Structure

The Board of Directors believes that the appropriate leadership structure should be based on the needs and circumstances of the Board, the Company and its stockholders at a given point in time, and that the Board should remain adaptable to shaping the leadership structure as those needs change in the future.

The Board of Directors currently separates the role of Chairman of the Board from the role of Chief Executive Officer. The Board of Directors, believes that this leadership model is efficient and effective for the

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Company at this time, because the Company continues to benefit from George Beasley’s wealth of knowledge and experience while he serves in the role of Chairman. The Board of Directors believes that Mr. Beasley, as the founder and majority stockholder of our Company with more than 50 years of management experience in the radio broadcast industry, has detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and is thus best positioned to identify the key risks facing the organization and ensure that these are brought to the attention of the Board of Directors. In his role as Chairman, Mr. Beasley helps the Board of Directors identify strategic priorities, leads the Board of Directors in its oversight responsibilities and facilitates and presides over Board meetings. He also assists with communications between the Board members and management.

This separation of roles allows the Chief Executive Officer, Caroline Beasley, to focus on the day-to-day business of the company, including executing the Company’s strategic plan, and managing the Company’s operations and performance.

The Company has procedures to ensure a strong and independent Board of Directors. The Audit, Compensation and Governance Committees consist entirely of non-management directors. In addition to their responsibilities on these Committees, these independent directors meet in executive sessions without any members of management present. The purpose of these executive sessions is to promote open and candid discussion among the non-management directors. The Board of Directors has not designated a lead independent director.

The Board of Directors Role in Risk Oversight

Management is responsible for the Company’s day-to-day risk management activities and role of the Board of Directors is to engage in informed risk oversight. In fulfilling this oversight role, the Board of Directors focuses on understanding the nature of our enterprise risks, including our operations and strategic direction, as well as the adequacy of our risk management processes and overall risk management system.

The Board of Directors performs this function by receiving management updates on the Company’s business operations, financial results and strategy at its regularly scheduled meetings. The Audit, Compensation and Governance Committees, which consist entirely of independent directors, assist the Board of Directors in its oversight of risk management. Currently, the risk areas reported to the Board of Directors relate to credit risk, liquidity risk, fraud risk and operational risks, including regulatory, economic, competitive, legal, and mergers and acquisitions risks.

The Board of Directors administers its risk oversight function by (i) identifying key areas of risk exposure facing the Company; (ii) discussing the level of risk the Company is willing to take and the variance from stated risk tolerance that is considered acceptable; (iii) identifying and discussing the key risk indicators and the early warning signs of increased risk exposure; and (iv) discussing with management the Company’s guidelines for monitoring risk indicators and encouraging communication of key risk indicators to management and the Board of Directors.

Committees of the Board of Directors

The Board of Directors does not have a specific policy regarding diversity of director candidates. However, as a matter of practice, the Board of Directors recommends candidates based on the diversity of their business or professional experience, background, talents and perspectives. The Board of Directors considers diversity in the context of the Board of Directors as a whole and takes into account the personal characteristics, including gender, ethnicity and age, and experience, including financial expertise, and educational and professional background of current and prospective directors. The Board of Directors believes this process will best facilitate Board deliberations that reflect a broad range of perspectives and lead to a more effective decision-making process.

The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), consists of Messrs. Shaw, Fiorile, and Fowler, each of whom is an Independent Director as that term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Exchange Act. The Board of Directors has determined that each of Messrs. Shaw and Fiorile is an Audit Committee financial expert as that term is defined in the Exchange Act. The purpose and responsibilities of the Audit Committee as set forth in its written charter include:

The Audit Committee met six times during 2020. The current charter of the Audit Committee is available on the Company’s website at www.bbgi.com/corporate-governance.

The Compensation Committee consists of Messrs. Shaw, Fiorile, and Fowler, each of whom is an Independent Director as that term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules. This Committee is responsible for establishing compensation policies for the Company’s executive officers, including the Chief Executive Officer, and reviewing the Company’s compensation plans to ensure that they meet corporate objectives. The responsibilities of the Compensation Committee also include administering and interpreting the 2007 Equity Incentive Award Plan of the Company. The Compensation Committee met twice during 2020. As a “controlled company,” the Compensation Committee is not required to, and does not, have a charter.

The Governance Committee consists of Messrs. Fiorile and Fowler, each of whom is an Independent Director as that term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules. This Committee is responsible for developing and recommending to the Board of Directors corporate governance guidelines, reviewing the Company’s Code of Business Conduct and Ethics and recommending any changes to the Board of Directors, overseeing the annual self-evaluation of the Board of Directors and making recommendations to the Board of Directors regarding governance matters, including, but not limited to, the Company’s Certificate of Incorporation, Bylaws and committee charters. The Governance Committee met once during 2020. The current charter of the Governance Committee is available on the Company’s website at www.bbgi.com.

Stockholder Communication with Board Members

Although the Company has not to date developed formal processes by which stockholders may communicate directly to directors, it believes that the informal process (in which stockholder communications received by the Secretary for the Board of Directors attention, or summaries thereof, will be forwarded to the

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Board of Directors) has served the Board’s and the stockholders’ needs. In view of Securities and Exchange Commission (“SEC”) disclosure requirements relating to this issue, the Board of Directors may consider developing more specific procedures. Until any other procedures are developed and posted on the Company’s corporate website, any communications to the Board of Directors should be sent to it in care of Chris Ornelas, Secretary, Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103.

Although ratification is not required by law, the Audit Committee believes that our stockholders should be given an opportunity to express their views on the subject. Since the Audit Committee cannot abdicate this authority to the stockholders, the ratification of the appointment is not binding. Any failure of the stockholders to ratify the appointment of Crowe as our independent registered public accounting firm would, however, be considered by the Audit Committee in determining whether to continue the engagement of Crowe.

In making this appointment, the Audit Committee considered whether the audit and non-audit services Crowe will provide are compatible with maintaining the independence of the Company’s outside auditors. The Audit Committee has adopted a policy that sets forth the manner in which the Audit Committee will review and approve all services to be provided by Crowe before the firm is retained. The Audit Committee pre-approves all audit and permitted non-audit services to be performed for the Company by its independent public accountants. The chairperson of the Audit Committee may represent the entire committee for the purposes of pre-approving permitted non-audit services. The Audit Committee does not consider the provision of the permitted non-audit services to be incompatible with maintaining the independent public accountant’s independence.

Representatives of Crowe are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They are also expected to be available to respond to appropriate questions.

All of the services provided to the Company by Crowe during 2019 and 2020 were pre-approved by the Audit Committee.

Recommendation of the Board of Directors:

The Board of Directors unanimously recommends a vote “FOR” proposal number 3.

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Marie Tedesco, age 59, was appointed as Chief Financial Officer of Beasley Broadcast Group, Inc. on January 1, 2017, previously serving as Vice President of Finance since 1996. She began her employment with the Company in 1991 as Corporate Controller. Ms. Tedesco is a native of Sweden, where she attended Olympia College. After graduating from UCLA with a B.S. degree in finance, she started her radio career in Los Angeles. From 1984 through 1987, she worked in the accounting department of Radio & Records, Inc. Beginning in 1988, she moved to New York, where she was employed in the accounting department of Westwood One. In 1989, while still employed by Westwood One, she moved back to Los Angeles where she assisted in launching their Radio Station KQLZ-FM, aka “Pirate Radio”.

Employment Agreements

In June 2017, the Company entered into an employment agreement with George G. Beasley effective as of January 1, 2017 pursuant to which he serves as the Chairman of the Board of Directors. Pursuant to this agreement, Mr. George Beasley receives (i) an annual base salary of $750,000, subject to adjustment as determined by the Board of Directors, (ii) the opportunity to earn an annual bonus award based on performance under the Company’s performance incentive plan, (iii) payments equal to the amount payable by him for coverage under the Company’s employee benefit plans, plus an additional amount equal to the taxes payable by him as a result of such payments, and (iv) a monthly car allowance of $1,000. The initial term of the employment agreement expired on December 31, 2019 and renews for successive one year periods upon mutual agreement of the Company and Mr. George Beasley in writing. The Company could incur severance obligations under the terms of the employment agreement in the event that Mr. George Beasley’s employment is terminated without cause or if he resigns for good reason, or upon his death or termination due to disability, as described in the section entitled “Termination or Change in Control Payments” below.

In June 2017, the Company entered into an employment agreement with Caroline Beasley effective as of January 1, 2017 pursuant to which she serves as Chief Executive Officer. Pursuant to this agreement, Ms. Beasley receives (i) an annual base salary of $1,250,000, subject to adjustment as determined by the Board of Directors, (ii) the opportunity to earn an annual bonus award based on performance under the Company’s performance incentive plan, (iii) payments equal to the amount payable by her for coverage under the Company’s employee benefit plans, plus an additional amount equal to the taxes payable by her as a result of such payments, and (iv) a monthly car allowance of $1,000. The initial term of the employment agreement expired on December 31, 2019 and renews for successive one year periods upon mutual agreement of the Company and Ms. Beasley in writing. The Company could incur severance obligations under the terms of the employment agreement in the event that Ms. Beasley’s employment is terminated without cause or if she resigns for good reason or material good reason, or upon her death or termination due to disability, as described in the section entitled “Termination or Change in Control Payments” below.

In June 2017, the Company entered into an employment agreement with Bruce G. Beasley effective as of January 1, 2017 pursuant to which he serves as President. Pursuant to this agreement, Mr. Bruce Beasley receives an annual base salary of $550,000, subject to adjustment as determined by the Board of Directors, (ii) the opportunity to earn an annual bonus award based on performance under the Company’s performance incentive plan, (iii) payments equal to the amount payable by him for coverage under the Company’s employee benefit plans, plus an additional amount equal to the taxes payable by him as a result of such payments, and (iv) a monthly car allowance of $1,000. The initial term of the employment agreement expired on December 31, 2019 and renews for successive one year periods upon mutual agreement of the Company and Mr. Bruce Beasley in writing. The Company could incur severance obligations under the terms of the employment agreement in the event that Mr. Bruce Beasley’s employment is terminated without cause or if he resigns for good reason or material good reason, or upon his death or termination due to disability, as described in the section entitled “Termination or Change in Control Payments” below.

In June 2017, the Company entered into an employment agreement with Brian E. Beasley effective as of January 1, 2017 pursuant to which he serves as Chief Operating Officer. Pursuant to this agreement, Mr. Brian Beasley receives (i) an annual base salary of $550,000 subject to adjustment as determined by the Board of Directors, (ii) the opportunity to earn an annual bonus award based on performance under the Company’s performance incentive plan, (iii) payments equal to the amount payable by him for coverage under the Company’s employee benefit plans, plus an additional amount equal to the taxes payable by him as a result of such payments, and (iv) a monthly car allowance of $1,000. The initial term of the employment agreement expired on December 31, 2019 and renews for successive one year periods upon mutual agreement of the Company and Mr. Brian Beasley in writing. The Company could incur severance obligations under the terms of the employment agreement in the event that Mr. Brian Beasley’s employment is terminated without cause or if he resigns for good reason or material good reason, or upon his death or termination due to disability, as described in the section entitled “Termination or Change in Control Payments” below.

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Each of the employment agreements also contains a confidentiality provision and non-competition covenant that applies for one year following termination of employment, except that if a named executive officer is terminated by the Company other than for cause or resigns employment for good reason, then the non-competition period will end on the earliest of one year following termination of employment, the date the executive waives any right to receive severance payments under the employment agreement or the date of termination if the executive is not entitled to receive any severance payments in connection with the employment termination.

Executive Compensation

Our executive compensation program consists primarily of base salary, which is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities, and two forms of incentive compensation, annual cash bonuses and equity awards. The annual cash bonus component is designed to convey an immediate recognition of services performed by the recipient, while the equity component is tied to vesting requirements and is designed to not only compensate but to also motivate and retain the recipient over the vesting period.

All of our named executive officers receive an annual base salary and are eligible to receive annual cash bonuses under our Performance Incentive Plan and equity-based awards under our 2007 Equity Incentive Award Plan.

2020 Base Salaries

Our named executive officers receive a base salary to compensate them for services rendered to our company. The base salaries of our named executive officers are reviewed from time to time and adjusted when our board of directors or Compensation Committee determines an adjustment is appropriate.

In December 2019, the Compensation Committee increased the base salary of Ms. Caroline Beasley from $1,000,000 to $1,250,000, effective as of January 1, 2020, in recognition of increased responsibilities as a result of her transition from CFO to CEO. None of our other named executive officers received a base salary increase for 2020.

Effective April 1, 2020, the board of directors reduced the annual base salaries of our named executive officers due to the economic effects of the COVID-19 pandemic on our business. The base salary of Ms. Caroline Beasley was reduced by 20% and the base salaries of our other named executive officers was reduced by 10%. Effective January 1, 2021, the base salaries were reinstated to the levels in effect prior to such reductions.

2020 Cash Bonuses

Annual cash bonus awards are determined based upon our Company’s achievement against a pre-established financial performance metric and the Compensation Committee’s subjective assessment of performance. Target bonus award levels are set for each of the named executive officers and awards may be earned above or below the target level based on the total performance assessment, as determined by our Compensation Committee, although no pre-set formulas are established for this purpose. Subjective performance factors that are considered from time to time include station ratings, acquisition and divestiture activity, the Company’s ability to manage extraordinary events and market conditions and the Company’s overall performance relative to other similarly situated radio companies. For 2020, the target bonus award levels for Mr. George Beasley, Ms. Caroline Beasley, Mr. Bruce Beasley and Mr. Brian Beasley were $450,000, $1,250,000, $275,000 and $275,000, respectively.

In 2020, our Compensation Committee assessed the Company’s achievement against financial performance metrics, and generally determined on a subjective basis that performance satisfied expectations for the year. In making its subjective determination of performance, our Compensation Committee took into account our overall

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financial and operational performance for the year, including successfully navigating through the operating challenges presented by the COVID-19 pandemic and the subsequent capital restructure. Despite the continued extraordinary efforts from our named executive officers throughout 2020, our named executive officers were awarded below target annual bonuses for the year. The actual cash bonuses earned by our named executive officers for 2020 are as set forth in the 2020 Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”

2020 Equity Awards

None of our named executive officers have been granted an equity or equity-based incentive award since June 2017 and no such awards were granted to our named executive officers in 2020. No named executive officer held any outstanding equity awards as of December 31, 2020.

Retirement Plans

We have a Section 401(k) Savings/Retirement Plan (the “401(k) Plan”) that covers eligible employees of the Company and any designated affiliate, including our named executive officers. The 401(k) Plan permits employees to defer up to 100% of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code of 1986, as amended. The employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. All employees of the Company are eligible to participate in the 401(k) Plan at any time after their date of hire.

2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

None of our named executive officer held any outstanding equity awards as of December 31, 2020.

TERMINATION OR CHANGE IN CONTROL PAYMENTS

Potential Termination Payments

Each of our named executive officers entered into an employment agreement with us effective as of January 1, 2017, as described in more detail above under the section entitled “Employment Agreements.” The employment agreements provide that in the event of a termination of the named executive officer by us without “cause,” a resignation by the named executive officer for “good reason,” or termination of the named executive officer due to death or disability, the terminated executive (or, in the case of death, the executive’s estate or legal representative) will be entitled to receive (i) continued payment of the executive’s base salary and the amount payable by the executive for coverage under the Company’s employee benefit plans, plus an additional amount equal to the taxes payable by the executive as a result of such benefit plan payments for one year following termination, (ii) a lump sum payment equal to $750,000 for Mr. George Beasley, $1,250,000 for Ms. Caroline Beasley and $550,000 for each of Mr. Bruce Beasley and Mr. Brian Beasley, or the highest annual bonus paid to the executive over the preceding three year period, whichever is greater, (iii) payment (without duplication to the amounts described in clause (i) for benefit coverage pursuant to COBRA for the executive and the executive’s eligible dependents for up to 18 months following termination, and (iv) accelerated vesting of all of the executive’s outstanding equity awards; provided, that, if such termination occurs in connection with or within two years following a change in control, then, if higher than the amounts set forth in clauses (i) and (ii) above, the executive will be entitled to receive, in lieu of such amounts set forth in clauses (i) and (ii) above, a severance payment equal to two times the sum of the executive’s base salary and the highest annual bonus paid to the executive during the preceding three year period, which amount shall be paid in a lump sum to the extent a lump sum payment does not result in the imposition of an excise tax under Section 409A of the Internal Revenue Code of 1986, as amended.

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Under the employment agreements, “cause” means the executive’s (i) fraud, theft, embezzlement or proven gross negligence in connection with performing the executive’s duties and responsibilities, (ii) conviction of a felony or a crime involving moral turpitude, or (iii) breach of any material provision of the employment agreement, including without limitation the restrictive covenants contained therein, subject to an opportunity for notice and cure. Under the employment agreements, “good reason” means the occurrence of any of the following events without the prior written consent of the executive, subject, in each case, to an opportunity for notice and cure, (i) the Company’s failure to make payment or provide benefits to the executive under the employment agreement, (ii) a material diminution in the executive’s base salary, payments for benefit coverage and payments for taxes payable by the executive as a result of such benefit payments, (iii) a material diminution in the executive’s authority, duties or responsibilities, (iv) a material diminution in the budget over which the executive retains authority, (v) a material change in the geographic location at which the executive must perform services under the employment agreement, (vi) any other action or inaction that constitutes a material breach by the Company of the employment agreement, or (vii) a change in control.

Receipt of the severance payments and benefits under each employment agreement is subject to the executive (or the executive’s estate or legal representative) executing a release of claims in our favor.

2020 DIRECTOR COMPENSATION

The Company’s non-employee directors receive fixed annual fees for their services on the Board of Directors, including fees for service on the Audit, Compensation, and Governance Committees.

The following table summarizes total compensation earned by each non-employee director during 2020.

Beneficial ownership of shares is determined under the rules of the SEC, and generally includes any shares over which a person exercises sole or shared voting or investment power. Each stockholder possesses sole voting and investment power with respect to the shares listed, unless otherwise noted. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis at the option of the holder at any time, and are all deemed outstanding for calculating the percentage of outstanding shares of the person holding those shares of Class B common stock, but are not deemed outstanding for calculating the percentage of any other person. Shares of Class A common stock subject to options currently exercisable or exercisable within 60 days of March 29, 2021 are deemed outstanding for calculating the percentage of outstanding shares of the person holding those options but are not deemed outstanding for calculating the percentage of any other person. Restricted shares of Class A common stock that are currently vested or that will be vested within 60 days (but no other shares of restricted common stock) are deemed outstanding for calculating the percentage of outstanding shares of the person holding those shares of restricted stock. All restricted shares of Class A common stock currently outstanding, whether vested or not, are deemed outstanding for calculating the aggregate number of shares outstanding. The address of each beneficial owner, unless stated otherwise, is c/o Beasley Broadcast Group, 3033 Riviera Drive, Suite 200, Naples, Florida 34103.

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During 2019 and 2020, the Company engaged in several transactions in which our executive officers, including our Chairman, George G. Beasley, and members of his family were participants. These transactions are described below. While the Policy had not been adopted at the time certain of these transactions and arrangements were entered into or commenced, each has been subsequently ratified by the Audit Committee pursuant to the Policy.

Beasley Broadcasting Management, LLC

The Company leases its principal executive offices in Naples, FL from Beasley Broadcasting Management, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other family members of George G. Beasley. Rental expense was $0.2 million for each of the years ended December 31, 2019 and 2020.

Beasley Family Towers, LLC

The Company leases towers for two radio stations in Tampa, FL from Beasley Family Towers, LLC (“BFT”), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other family members of George G. Beasley and partially owned directly by Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other family members. The lease agreements expire on various dates through December 31, 2038. Rental expense was $0.2 million and $0.1 million for the years ended December 31, 2019 and 2020, respectively.

The Company leases several towers for one radio station in Boca Raton, FL from BFT. The lease agreement expires on April 30, 2021. Rental expense was $0.1 million for each of the years ended December 31, 2019 and 2020. Lease payments are currently offset by the partial recognition of a deferred gain on sale from the sale of these towers to BFT in 2006, therefore no rental expense was reported for these towers for the years ended December 31, 2019 and 2020.

The Company leases towers for 19 radio stations in various markets from BFT. As of December 28, 2020, all lease agreements had expired. Rental expense was $0.4 million for each of the years ended December 31, 2019 and 2020.

GGB Augusta, LLC

The Company leases land for its radio stations in Augusta, GA from GGB Augusta, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other family members of George G. Beasley. The lease agreement expires on November 1, 2023. Rental expense was approximately $44,000 and $41,000 for the years ended December 31, 2019 and 2020, respectively.

GGB Estero, LLC

The Company leases property for its radio stations in Fort Myers, FL from GGB Estero, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other family members of

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George G. Beasley. The lease agreement expires on August 31, 2024. Rental expense was $0.2 million for each of the years ended December 31, 2019 and 2020.

GGB Las Vegas, LLC

The Company leases property for its radio stations in Las Vegas, NV from GGB Las Vegas, LLC, which is controlled by George G. Beasley. The lease agreement expires on December 31, 2023. Rental expense was $0.2 million for each of the years ended December 31, 2019 and 2020.

LN2 DB, LLC

On March 25, 2011, the Company contributed $250,000 to Digital PowerRadio, LLC (now LN2 DB, LLC) in exchange for 25,000 units or approximately 20% of the outstanding units. The Company contributed an additional $62,500 on February 14, 2012, $104,167 on July 31, 2012, $104,167 on April 10, 2013, $104,167 on April 4, 2014, $166,667 on April 3, 2015, and $166,667 on May 3, 2016. On February 22, 2017, the Company contributed $150,000 to LN2 DB, LLC in exchange for a note bearing interest at 18% per annum. On June 18, 2018, the note receivable and accrued interest due from LN2 DB, LLC totaling $187,618 was converted to additional equity in LN2 DB, LLC and the Company contributed an additional $150,000. LN2 DB, LLC is managed by Fowler Radio Group, LLC which is partially owned by Mark S. Fowler, an independent director of the Company. In June 2018, George G. Beasley, Caroline Beasley, Bruce Beasley, Brian Beasley and other family members also invested in LN2 DB, LLC under a recapitalization plan. In January 2020, LN2 DB, LLC completed a study of its patents, which concluded that none of them had any significant remaining market value. As a result, LN2 DB, LLC dissolved in December 2020. The Company recorded an impairment loss of $1.3 million for the year ended December 31, 2019.

Wintersrun Communications, LLC

The Company sold the tower for one radio station in Charlotte, NC to Wintersrun Communications, LLC, which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other family members of George G. Beasley and partially owned directly by Bruce G. Beasley and Brian E. Beasley, for $0.4 million then leased back the tower under an agreement which expires on December 31, 2025. The lease met the criteria to be recorded as a finance lease, however, based on the terms of the lease agreement the $0.3 million gain on sale was deferred and will be recognized as the finance lease right-of-use asset is depreciated. Rental expense was $0.1 million for each of the years ended December 31, 2019 and 2020.

The Company leased a tower for one radio station in Augusta, GA from Wintersrun. The lease agreement expires on October 16, 2025. Rental expense was approximately $31,000 for each of the years ended December 31, 2019 and 2020.

Mr. George Beasley

On June 30, 2020, George Beasley, the Company’s Chairman, provided a $5.0 million loan to the Company that accrued payment-in-kind interest at 6% per annum with no cash payments due until the loan’s maturity in December 2023. Mr. Beasley and GGB Family Limited Partnership also each entered into standby letters of credit in combined aggregate face amount of $5.0 million in favor of U.S. Bank, National Association for the benefit of the Company as a source of backup liquidity that could have been drawn by U.S. Bank, National Association in the event that the Company failed to maintain the Minimum Liquidity Amount under its then-existing credit agreement. The loan was repaid on February 2, 2021.

Employees

The compensation of Caroline Beasley, Bruce G. Beasley and Brian E. Beasley, children of George G. Beasley, is discussed above in “Executive Compensation.” Bradley C. Beasley, son of George G. Beasley is

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currently employed by the Company and was paid $361,511 and $367,602 in 2019 and 2020, respectively. The amounts paid include a base salary and performance-based cash bonuses. Adam Lurie, son-in-law of Bruce G. Beasley, is currently employed by the Company and was paid $350,124 and $321,207 in 2019 and 2020, respectively. The amounts paid include a base salary, commissions and performance-based cash bonuses. Ryan Beasley, son of Bruce G. Beasley, is currently employed by the Company and was paid $118,281 and $106,688 in 2019 and 2020, respectively. The amounts paid include a base salary, commissions and performance-based cash bonuses.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of such reports and upon written representations from each of the Company’s officers and directors, the Company believes that, for the year ended December 31, 2020, all Section 16(a) filing requirements applicable to the Company’s officers, directors and greater than ten percent stockholders were complied with on a timely basis, except that Ms. Tedesco did not timely file one Form 4 to report a grant of restricted stock units. This transaction was reported with the filing of a Form 4 on December 3, 2020.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a Code of Business Conduct and Ethics (the “Code”) applicable to all of its directors and employees, including its principal executive officer and principal financial and accounting officer, which is a “code of ethics” as defined by applicable rules of the SEC. The Code is available on the Company’s website at www.bbgi.com/corporate-governance. A copy may also be obtained upon request from the Secretary of the Company at Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103. If the Company makes any amendments to the Code other than technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of the Code that applies to the Company’s principal executive officer or principal financial and accounting officer and relates to an element of the SEC’s “code of ethics” definition, the Company will disclose the nature of the amendment or waiver, its effective date and to whom it applies on its website at www.bbgi.com.