Cumulus Shareholders Reject Executive Compensation

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Updated at 6:25pm Eastern


It doesn’t happen very often, but a majority of Cumulus Media shareholders have voted no to the media company’s executive compensation plan. However, the “say on pay” vote is an advisory decision.

The “no” advisory vote on executive compensation from shareholders came at its annual shareholders’ meeting convened by the company. As first reported by Streamline Publishing’s Radio Ink, 64.87% of stockholders voted their disapproval of the current executive compensation.

Cumulus CEO Mary Berner’s total remuneration in 2023 was $4.5 million, down from $5.4 million in 2022. CFO Frank López-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.

Notably, the “say on pay” compensation vote is something Cumulus is required to do, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Importantly, it is non-binding. Other companies have moved forward with executive compensation moves even with shareholder disapproval.

Some 3,635,051 approved the current compensation for the top Cumulus leaders, while 6,742,340 voted against it; some 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.