Velarion · Company Intelligence
Compensation Brief
Fiscal year 2024 · Filings through 2026-09-16

Cumulus Media (CMLS)

CEO Mary Berner was paid $4,655,794 in fiscal year 2024, ↑ up 2.9% from fiscal year 2023, the 38th percentile of its disclosed peer group (SEC filing 0001104659-25-038958 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$4,655,794 ↑
Mary Berner total, FY2024
38th
CEO pay percentile vs peers
—
CEO-to-median pay ratio
88.7%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Mary Berner (President and Chief Executive Officer), FY2024 total compensation $4,655,794 (base salary $1,450,000) [exec_comp, SEC accession 0001104659-25-038958, filed 2025-04-25]

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01

Summary Compensation Table — fiscal year 2024

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Mary Berner$1,450,000$0$1,743,751$0$1,458,593$0$3,450$4,655,794
President and Chief Executive Officer
Francisco Lopez-Balboa800,0000868,0000821,78403,7422,493,526
Executive Vice President, Treasurer and Chief Financial Officer
Collin Jones650,0000276,2850480,88505,1751,412,345
Executive Vice President, Corporate Strategy and Development and President of Westwood One

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2024 totalFY2023 totalFY2022 totalΔ FY2023→2024
Mary Berner$4,655,794$4,523,596—↑ +132,198
Francisco Lopez-Balboa2,493,5262,415,933—↑ +77,593
Collin Jones1,412,345———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against CMLS
4 companies name CMLS as a compensation peer

Each company listed discloses CMLS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CMLS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2024

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Francisco Lopez-BalboaPSU63,427—$42,496
Mary BernerRSU38,150—25,561
Collin JonesPSU13,676—9,163
Mary BernerPSU148,657—99,600
Mary BernerRSU55,270—37,031
Francisco Lopez-BalboaPSU35,610—23,859
Collin JonesRSU56,985—38,180
Collin JonesRSU9,351—6,265
Mary BernerPSU55,270—37,031
Francisco Lopez-BalboaRSU89,026—59,647
Francisco Lopez-BalboaRSU158,568—106,241
Collin JonesRSU32,164—21,550
Mary BernerRSU297,315—199,201
Mary BernerRSU167,139—111,983
Francisco Lopez-BalboaRSU29,510—19,772
Francisco Lopez-BalboaPSU7,000—4,690
Mary BernerPSU83,569—55,991
Mary BernerPSU12,650—8,476
Francisco Lopez-BalboaPSU29,510—19,772
Francisco Lopez-BalboaRSU21,050—14,104
Collin JonesPSU9,351—6,265
Collin JonesPSU1,875—1,256
Collin JonesPSU7,719—5,172
Collin JonesRSU5,625—3,769
05

Incentive-plan design — the Compensation Discussion & Analysis

The Company's executive compensation program emphasizes rewarding exceptional performance and driving value creation for stockholders by aligning executive interests with stockholder interests, motivating superior short- and long-term performance, and attracting and retaining executive talent through a combination of fixed and variable pay elements.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantFrederic W. Cook & Co., Inc.
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-05-308,751,0211,115,170580,81088.7%Passed
20242024-05-023,635,0516,742,34016,64535.03%Failed
20232023-04-266,710,5896,135,87919,04252.24%Passed
20222022-05-0310,077,530821,1001,673,12592.47%Passed
20212021-05-0410,246,088845,5494,72392.38%Passed
20202020-04-3010,557,1542,897,459307,88878.46%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-05-3088.7%a
20242024-05-0235.03%b
20232023-04-2652.24%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2024

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Andrew W. HobsonIndependent · Board Chair$165,000$180,491$0—$0$345,491
Brian G. KushnerIndependent · Audit (Chair)125,000100,0000—0225,000
Joan Hogan GillmanIndependent115,000100,0000—0215,000
Thomas H. CastroIndependent · Audit100,000100,0000—0200,000
Deborah A. FarringtonIndependent · Audit100,000100,0000—0200,000
Matthew C. BlankIndependent · Not standing for re-election100,000100,0000—0200,000
Mary G. BernerEmployee director—————0
Steven M. GalbraithIndependent · Compensation (Chair) · Newly elected——————
09

Board fee structure and ownership guideline

Annual cash retainer$100,000
Annual equity retainer$100,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)25,000 / 25,000 / 15,000
Stock ownership guideline$3
09b

Total cost of the board

ComponentFY2024
Cash retainers and fees$705,000
Equity awards (grant-date value)$680,491
All other compensation$0
Total cost of the board$1,385,491

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2024

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies Cumulus Media names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Cumulus Media.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1fuboTV Inc.2025David Gandler$1,180,300$7,901,641$0$1,643,309$10,886,885
2The E.W. Scripps Co.2025Adam Symson1,350,0003,945,07701,792,1257,239,619
3QuinStreet, Inc.2026Douglas Valenti604,7506,156,000006,760,750
4Thryv Holdings, Inc.2025Joseph Walsh1,060,9003,000,00001,157,4425,259,837
5The Marcus Corporation2025Gregory Marcus970,0962,047,408—1,058,0324,840,339
6Cumulus Media2024Mary Berner1,450,0001,743,75101,458,5934,655,794
7Entravision Communications Corporation2025Michael Christenson500,0003,591,263004,098,934
8comScore, Inc.2025Jon Carpenter600,00000248,4601,324,956
9Lee Enterprises Incorporated2025Kevin Mowbray830,753274,83229,16801,151,667
—WideOpenWest, Inc.——————not in coverage universe

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Cumulus Medianot disclosedRSU 50 · CPU 30 · PRSU 20not disclosedFrederic W. Cook & Co., Inc.
comScore, Inc.not disclosednot disclosednot disclosedMeridian Compensation Partners, LLC
Entravision Communications Corporationnot disclosednot disclosednot disclosedFrederic W. Cook & Co., Inc.
fuboTV Inc.116%not disclosedNoPay Governance
Lee Enterprises Incorporatednot disclosedRSU 100not disclosedKorn Ferry
QuinStreet, Inc.not disclosedRSU 50 · PSU 50NoCompensia
The E.W. Scripps Co.88.5%PSU 60 · RSU 40NoKorn Ferry
The Marcus Corporationnot disclosednot disclosedNoWillis Towers Watson
Thryv Holdings, Inc.100.0%PSU 60 · RSU 40Yes — Relative Total Shareholder Return (rTSR)Lyons Benenson
WideOpenWest, Inc.not disclosednot disclosednot disclosednot disclosed

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

10d

Frequently asked questions

Who was the highest-paid executive at Cumulus Media in fiscal 2024?
As disclosed, Mary Berner (President and Chief Executive Officer) was the highest-paid executive at Cumulus Media in fiscal 2024, with total compensation of $4,655,794.
How does Cumulus Media's chief executive pay compare to its disclosed peer group?
As disclosed, Mary Berner's total compensation ranked at the 38th percentile of Cumulus Media's disclosed peer group.
How did shareholders vote on Cumulus Media's executive compensation?
As disclosed, 88.7% of shareholders supported Cumulus Media's executive compensation in the latest say-on-pay vote.
How much does Cumulus Media spend in total on board compensation for fiscal 2024?
As disclosed, Cumulus Media reported total board compensation of $1,385,491 for fiscal 2024.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Mary BernerDEF 14A2025-04-250001104659-25-038958Section “Executive Compensation”. As printed: 4,655,794. Filing ↗machine: r1 · c48 · span 498440–498449
2Section 01, Francisco Lopez-BalboaDEF 14A2025-04-250001104659-25-038958Section “Executive Compensation”. As printed: 2,493,526. Filing ↗machine: r3 · c48 · span 508947–508956
3Section 01, Collin JonesDEF 14A2025-04-250001104659-25-038958Section “Executive Compensation”. As printed: 1,412,345. Filing ↗machine: r5 · c48 · span 519502–519511
4Section 08, Andrew W. HobsonDEF 14A——Section “Director Compensation”. As printed: 345,491.
5Section 08, Brian G. KushnerDEF 14A2025-04-250001104659-25-038958Section “Director Compensation”. As printed: 225,000. Filing ↗machine: span 916069–916076
6Section 08, Joan Hogan GillmanDEF 14A——Section “Director Compensation”. As printed: 215,000.
7Section 08, Thomas H. CastroDEF 14A——Section “Director Compensation”. As printed: 200,000.
8Section 08, Deborah A. FarringtonDEF 14A——Section “Director Compensation”. As printed: 200,000.
9Section 08, Matthew C. BlankDEF 14A2025-04-250001104659-25-038958Section “Director Compensation”. As printed: 200,000. Filing ↗machine: span 894579–894586
10Section 08, Mary G. BernerDEF 14A2025-04-250001104659-25-038958Section “Director Compensation”. As printed: 0. Filing ↗
11Section 08, Steven M. GalbraithDEF 14A——Section “Director Compensation”. As printed: —.
12Section 06, 2025 voteForm 8-K2025-05-300001058623-25-000046Item 5.07 · say-on-pay result. As reported: 88.7% (votes for as printed: 8,751,021). Filing ↗
13Section 06, 2024 voteForm 8-K2024-05-020001058623-24-000069Item 5.07 · say-on-pay result. As reported: 35.03% (votes for as printed: 3,635,051). Filing ↗
14Section 06, 2023 voteForm 8-K2023-04-270001058623-23-000050Item 5.07 · say-on-pay result. As reported: 52.24% (votes for as printed: 6,710,589). Filing ↗
15Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
16Section 09b board cost (computed)Computed——Cash 705,000 + equity 680,491 + all other 0 = 1,385,491, summed across the director compensation table rows.machine: formula: Σ = 1,385,491
17fuboTV Inc., Section 10b CEO totalDEF 14A2026-06-160001628280-26-043532CEO total compensation as printed in fuboTV Inc.'s own proxy. As printed: 10,886,885. Filing ↗
18The E.W. Scripps Co., Section 10b CEO totalDEF 14A2026-03-200001193125-26-116733CEO total compensation as printed in The E.W. Scripps Co.'s own proxy. As printed: 7,239,619. Filing ↗machine: t83 · r4 · c16 · span 1340909–1340918
19QuinStreet, Inc., Section 10b CEO totalDEF 14A2026-09-160002077096-26-000254CEO total compensation as printed in QuinStreet, Inc.'s own proxy. As printed: 6,760,750. Filing ↗machine: r1 · c12 · span 1106011–1106020
20Thryv Holdings, Inc., Section 10b CEO totalDEF 14A2026-04-300001556739-26-000029CEO total compensation as printed in Thryv Holdings, Inc.'s own proxy. As printed: 5,259,837. Filing ↗machine: r4 · c36 · span 694066–694075
21The Marcus Corporation, Section 10b CEO totalDEF 14A2026-04-070000062234-26-000018CEO total compensation as printed in The Marcus Corporation's own proxy. As printed: 4,840,339. Filing ↗machine: span 455443–455452
22Cumulus Media (subject), Section 10b CEO totalDEF 14A2025-04-250001104659-25-038958CEO total compensation as printed in Cumulus Media's own proxy. As printed: 4,655,794. Filing ↗machine: r1 · c48 · span 498440–498449
23Entravision Communications Corporation, Section 10b CEO totalDEF 14A2026-04-200001193125-26-164200CEO total compensation as printed in Entravision Communications Corporation's own proxy. As printed: 4,098,934. Filing ↗machine: r2 · c32 · span 692451–692460
24comScore, Inc., Section 10b CEO totalDEF 14A2026-04-300001193125-26-197109CEO total compensation as printed in comScore, Inc.'s own proxy. As printed: 1,324,956. Filing ↗machine: r2 · c23 · span 246182–246191
25Lee Enterprises Incorporated, Section 10b CEO totalDEF 14A2026-03-050000058361-26-000024CEO total compensation as printed in Lee Enterprises Incorporated's own proxy. As printed: 1,151,667. Filing ↗machine: r3 · c21 · span 422187–422197
26Section 10a, Lee Enterprises Incorporated reciprocityDEF 14A—0001628280-25-001707Lee Enterprises Incorporated's most recent proxy was read; its disclosed peer group does not include Cumulus Media. Filing ↗
27Section 10a, Entravision Communications Corporation reciprocityDEF 14A—0001193125-26-164200Entravision Communications Corporation names Cumulus Media in its own disclosed peer group (read from its most recent proxy). Filing ↗
28Section 10a, QuinStreet, Inc. reciprocityDEF 14A—0002077096-26-000254QuinStreet, Inc.'s most recent proxy was read; its disclosed peer group does not include Cumulus Media. Filing ↗
29Section 10a, The Marcus Corporation reciprocityDEF 14A—0000062234-26-000018The Marcus Corporation's most recent proxy was read; its disclosed peer group does not include Cumulus Media. Filing ↗
30Section 10a, Thryv Holdings, Inc. reciprocityDEF 14A—0001556739-26-000029Thryv Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include Cumulus Media. Filing ↗

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