Cumulus Media Shareholders Reject Executive Compensation


    As Cumulus Media shares its Q1 2024 financials, shareholders sent a clear message to the company’s executives at its Annual General Meeting. 64.87% of stockholders voted their disapproval of the current executive compensation.

    CEO Mary Berner’s total remuneration in 2023 was $4.5 million, down from $5.4 million in 2022. CFO Frank Lopez-Balboa was compensated $2.4 million, down from $2.9 million. General Counsel Richard Denning was awarded $1.1 million, down from $1.3 million.

    On January 2, 2024, Cumulus stock opened at $5.30. By the market’s close on May 2, the share value sat at $2.64 – approximately a 50% decrease.

    Cumulus Media is a “say-on-pay” company under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. This act Cumulus shareholders to vote on the compensation of executives per Securities and Exchange Commission regulations.

    While the vote is advisory, meaning it does not bind the company but offers shareholders a way to express their opinions on executive compensation. Only 3,635,051 approved the current compensation, while 6,742,340 voted against it, and 16,645 abstained. In response to such a vote, Cumulus’ Board of Directors and Compensation Committee are expected to review and potentially reconsider their executive compensation policies.

    Cumulus also announced the completion of its subsidiary Cumulus Media New Holdings exchange offer, which invited holders to swap all outstanding 6.750% Senior Secured First-Lien Notes due 2026 for new 8.000% Senior Secured First-Lien Notes due 2029. The offer expired at midnight on May 1, 2024. Despite the condition that 95% of the principal amount of the old notes be tendered, the company opted to waive this requirement after receiving tenders for approximately 94% of the old notes.

    With a net loss ranging from $14.9 million to $13.4 million but an improvement in net loss reduction by 30.5% to 37.5% expected to be announced later this morning, shareholders will undoubtedly be keeping a close eye on the results, especially with the threat of Manoj Bhargava scratching at the door with a hostile takeover.


    1. There’s not much these radio companies can do in the face of slumping ad sales. The business is cyclical, and it’s been in recession for the last 2 years…and never really had a good recovery coming out of the pandemic.
      Eventually it will turn around. Radio is still an attractive business model with 90% of people still listening on a weekly basis. Sirius XM lost 500,000 subscribers in Q1 as people are tired of paying for music.
      The issue with most of these companies is their debt loads. But it’s still a very healthy business model with margins that most companies would kill for. There’s a reason billionaires like George Soros want to own radio companies. What needs to happen is more consolidation and more cost reductions. There’s too many unprofitable radio stations out there that syphon off ad dollars from the profitable ones….hurting everyone. Eventually a lot of these smaller stations that are #10+ in their market are going to fold.
      CMLS is kind of in the same boat as they own a lot of stations, but most are in smaller markets, and many are way down the list in their respective markets. If I was going to own anything it would be big stations in top 25 markets…a company like Beasley Broadcast (BBGI) comes to mind.

      • BBGI is valued at less than $1/share and they are still reeling from a massively failed podcast network and a ridiculous attempt to build websites for their clients over the past 2 years. They’ve cut most of their talent salaries twice within 18 mos. Morale is low and the lack of a clear idea of what will lead revenue; digital or terrestrial makes Beasley a flimsy bet.

    2. Only respect for Mary Berner because she’s done her best to save for this company. Here’s the problem, when you put money first money will allude you. I remember when I was in the music business and I would go into radio stations in the 90s and the mission statement on the wall whether it be clear channel, Entercom or cumulus “we are here to deliver value to our shareholders“. Frank Sinatra said it best “when I stop caring about my audience they’ll stop caring about me.”

      My passion, since I was a child has been radio. It saddens me to see all the people that have lost that passion and have been displaced and tossed aside because of corporate greed. When the paradigm shifted from programming first to sales first, it was the beginning of the end for radio.

      I applaud people like Mike McVay who is a programmer a genius one at that who is out there beating the drum loud for radio trying to get people in charge to listen. Sadly it’s too late in my opinion because of the massive amount of listeners who have gone elsewhere and will never come back. Everybody’s trying to find their way in the digital world now just like the Newspaper business years ago. Look what happened to them.

      Take Apple for instance. It’s a great Successful company because they put their product first. I only tell the truth and if I’ve hurt anyone’s feelings right there up at the to top, I’m truly sorry.


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