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Companies CUMULUS MEDIA INC

CUMULUS MEDIA (CMLS): executive pay, fiscal 2024

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CEO total pay$4,655,794CEO Mary Berner · source
Say-on-pay support88.7%Latest vote · source
CEO vs. named peers44th pct.Of 10 peer CEOs

CEO pay, last three years

  • $4,523,596FY2023
  • $4,655,794FY2024

CEO total pay was $4,655,794 in fiscal 2024, up from $4,523,596 in fiscal 2023.

FY2024: salary $1,450,000 · bonus $0 · stock awards $1,743,751 · option awards $0

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Full detail

Every table from the filing. Open any section.

Summary compensation table
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.

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
Equity grants and outstanding awards

No plan-based awards are on file for this fiscal year.

Outstanding equity awards at fiscal year-end 2024

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Collin JonesPSU1,875—$1,256
Collin JonesRSU5,625—3,769
Francisco Lopez-BalboaPSU7,000—4,690
Collin JonesPSU7,719—5,172
Collin JonesRSU9,351—6,265
Collin JonesPSU9,351—6,265
Mary BernerPSU12,650—8,476
Collin JonesPSU13,676—9,163
Francisco Lopez-BalboaRSU21,050—14,104
Francisco Lopez-BalboaRSU29,510—19,772
Francisco Lopez-BalboaPSU29,510—19,772
Collin JonesRSU32,164—21,550
Francisco Lopez-BalboaPSU35,610—23,859
Mary BernerRSU38,150—25,561
Mary BernerRSU55,270—37,031
Mary BernerPSU55,270—37,031
Collin JonesRSU56,985—38,180
Francisco Lopez-BalboaPSU63,427—42,496
Mary BernerPSU83,569—55,991
Francisco Lopez-BalboaRSU89,026—59,647
Mary BernerPSU148,657—99,600
Francisco Lopez-BalboaRSU158,568—106,241
Mary BernerRSU167,139—111,983
Mary BernerRSU297,315—199,201
Director compensation
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
Matthew C. BlankIndependent · Not standing for re-election100,000100,0000—0200,000
Thomas H. CastroIndependent · Audit100,000100,0000—0200,000
Deborah A. FarringtonIndependent · Audit100,000100,0000—0200,000
Mary G. BernerEmployee director—————0
Steven M. GalbraithIndependent · Compensation (Chair) · Newly elected——————

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

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.

Peer group, and who names CUMULUS MEDIA as a peer

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.

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.

Peer reciprocity

Of the companies CUMULUS MEDIA INC 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 INC.

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 Marcus970,0962,047,40801,058,0324,840,339
6CUMULUS MEDIA INC2024Mary Berner1,450,0001,743,75101,458,5934,655,794
7Entravision Communications Corporation2025Michael Christenson500,0003,591,263004,098,934
8WideOpenWest, Inc.2024Teresa Elder894,348223,58801,519,2732,637,209
9comScore, Inc.2025Jon Carpenter600,00000248,4601,324,956
10Lee Enterprises Incorporated2025Kevin Mowbray830,753274,83229,16801,151,667

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.

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
CUMULUS MEDIA INCnot 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 disclosedLTIP Units 40 · Restricted Stock 40 · PSU 20NoWillis Towers Watson (WTW)
Thryv Holdings, Inc.100.0%PSU 60 · RSU 40Yes — Relative Total Shareholder Return (rTSR)Lyons Benenson
WideOpenWest, Inc.not disclosedPRSU 75 · RSU 25not disclosedAon plc

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.

Say-on-pay history and pay ratio
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.

Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (34 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Mary Berner. DEF 14A, filed 2025-04-25. Section “Executive Compensation”. As printed: 4,655,794. View filing ↗
  • Section 01, Francisco Lopez-Balboa. DEF 14A, filed 2025-04-25. Section “Executive Compensation”. As printed: 2,493,526. View filing ↗
  • Section 01, Collin Jones. DEF 14A, filed 2025-04-25. Section “Executive Compensation”. As printed: 1,412,345. View filing ↗
  • Section 08, Andrew W. Hobson. DEF 14A. Section “Director Compensation”. As printed: 345,491.
  • Section 08, Brian G. Kushner. DEF 14A, filed 2025-04-25. Section “Director Compensation”. As printed: 225,000. View filing ↗
  • Section 08, Joan Hogan Gillman. DEF 14A. Section “Director Compensation”. As printed: 215,000.
  • Section 08, Matthew C. Blank. DEF 14A, filed 2025-04-25. Section “Director Compensation”. As printed: 200,000. View filing ↗
  • Section 08, Thomas H. Castro. DEF 14A. Section “Director Compensation”. As printed: 200,000.
  • Section 08, Deborah A. Farrington. DEF 14A. Section “Director Compensation”. As printed: 200,000.
  • Section 08, Mary G. Berner. DEF 14A, filed 2025-04-25. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Steven M. Galbraith. DEF 14A. Section “Director Compensation”. As printed: —.
  • Section 06, 2025 vote. Form 8-K, filed 2025-05-30. Item 5.07 · say-on-pay result. As reported: 88.7% (votes for as printed: 8,751,021). View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-05-02. Item 5.07 · say-on-pay result. As reported: 35.03% (votes for as printed: 3,635,051). View filing ↗
  • Section 06, 2023 vote. Form 8-K, filed 2023-04-27. Item 5.07 · say-on-pay result. As reported: 52.24% (votes for as printed: 6,710,589). View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 09b board cost (computed). Computed. Cash 705,000 + equity 680,491 + all other 0 = 1,385,491, summed across the director compensation table rows.
  • fuboTV Inc., Section 10b CEO total. DEF 14A, filed 2026-06-16. CEO total compensation as printed in fuboTV Inc.'s own proxy. As printed: 10,886,885. View filing ↗
  • The E.W. Scripps Co., Section 10b CEO total. DEF 14A, filed 2026-03-20. CEO total compensation as printed in The E.W. Scripps Co.'s own proxy. As printed: 7,239,619. View filing ↗
  • QuinStreet, Inc., Section 10b CEO total. DEF 14A, filed 2026-09-16. CEO total compensation as printed in QuinStreet, Inc.'s own proxy. As printed: 6,760,750. View filing ↗
  • Thryv Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in Thryv Holdings, Inc.'s own proxy. As printed: 5,259,837. View filing ↗
  • The Marcus Corporation, Section 10b CEO total. DEF 14A, filed 2026-04-07. CEO total compensation as printed in The Marcus Corporation's own proxy. As printed: 4,840,339. View filing ↗
  • CUMULUS MEDIA INC (subject), Section 10b CEO total. DEF 14A, filed 2025-04-25. CEO total compensation as printed in CUMULUS MEDIA INC's own proxy. As printed: 4,655,794. View filing ↗
  • Entravision Communications Corporation, Section 10b CEO total. DEF 14A, filed 2026-04-20. CEO total compensation as printed in Entravision Communications Corporation's own proxy. As printed: 4,098,934. View filing ↗
  • WideOpenWest, Inc., Section 10b CEO total. DEF 14A, filed 2025-03-27. CEO total compensation as printed in WideOpenWest, Inc.'s own proxy. As printed: 2,637,209. View filing ↗
  • comScore, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in comScore, Inc.'s own proxy. As printed: 1,324,956. View filing ↗
  • Lee Enterprises Incorporated, Section 10b CEO total. DEF 14A, filed 2026-03-05. CEO total compensation as printed in Lee Enterprises Incorporated's own proxy. As printed: 1,151,667. View filing ↗
  • Section 10a, Lee Enterprises Incorporated reciprocity. DEF 14A. Lee Enterprises Incorporated's most recent proxy was read; its disclosed peer group does not include CUMULUS MEDIA INC. View filing ↗
  • Section 10a, The E.W. Scripps Co. reciprocity. DEF 14A. The E.W. Scripps Co.'s most recent proxy was read; its disclosed peer group does not include CUMULUS MEDIA INC. View filing ↗
  • Section 10a, Entravision Communications Corporation reciprocity. DEF 14A. Entravision Communications Corporation names CUMULUS MEDIA INC in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, QuinStreet, Inc. reciprocity. DEF 14A. QuinStreet, Inc.'s most recent proxy was read; its disclosed peer group does not include CUMULUS MEDIA INC. View filing ↗
  • Section 10a, The Marcus Corporation reciprocity. DEF 14A. The Marcus Corporation's most recent proxy was read; its disclosed peer group does not include CUMULUS MEDIA INC. View filing ↗
  • Section 10a, Thryv Holdings, Inc. reciprocity. DEF 14A. Thryv Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include CUMULUS MEDIA INC. View filing ↗
  • Section 10a, comScore, Inc. reciprocity. DEF 14A. comScore, Inc.'s most recent proxy was read; its disclosed peer group does not include CUMULUS MEDIA INC. View filing ↗
  • Section 10a, WideOpenWest, Inc. reciprocity. DEF 14A. WideOpenWest, Inc.'s most recent proxy was read; its disclosed peer group does not include CUMULUS MEDIA INC. View filing ↗
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