Andrew W. Hobson
About Andrew W. Hobson
Andrew W. Hobson (age 63) is an independent director of Cumulus Media and currently serves as non-executive Chairman of the Board. He joined the Board in 2018 and brings deep finance and media operating experience as Partner and CFO of Innovatus Capital Partners (since 2016) and former Senior EVP & CFO of Univision Communications (2007–2015), with earlier roles at Chartwell Partners (1990–1994) . The Board has determined all non-employee directors, including Hobson, are independent under NASDAQ rules, and independent directors meet periodically in executive session, which he presides over as Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innovatus Capital Partners, LLC | Partner & Chief Financial Officer | Jan 2016–present | Finance leadership; strategic planning |
| Univision Communications Inc. | Senior EVP & Chief Financial Officer | Oct 2007–Feb 2015 | Led all financial aspects; corporate finance and strategy |
| Chartwell Partners LLC | Principal | 1990–1994 | Investment and advisory work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) | Director | Current | Public company board experience; media-adjacent industry |
Board Governance
- Role: Chairman of the Board; responsibilities include governance oversight, agenda setting, conflict management, inter-committee coordination, and presiding over Board and independent director sessions .
- Independence: Board affirms Hobson as “independent”; 6 of 7 current directors are independent .
- Committees (2025): Compensation Committee member (Chair is Steven M. Galbraith as of Feb 26, 2025) . Not a member of Audit or Nominating & Governance committees (Audit: Kushner Chair, Castro, Farrington; N&G: Gillman Chair, Farrington) .
- Attendance: The Board met 11 times in 2024; each director attended at least 75% of Board and committee meetings. All director nominees then serving attended last year’s annual meeting .
- Shareholder engagement: Board and the Chairman are involved in investor outreach; the company expanded outreach after the low 2024 say‑on‑pay vote .
Fixed Compensation (Director)
| Component | Hobson (2024) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director fee |
| Chairman of the Board cash fee | $40,000 | Additional fee for Chair role |
| Committee chair cash fee | $25,000 | Company pays $25k to Compensation Committee Chair; Hobson’s $165k cash total equals $100k + $40k + $25k, indicating he likely chaired Compensation in 2024 |
| Total cash fees | $165,000 | Sum of cash components |
Performance Compensation (Director)
| Component | Amount | Grant Type/Status |
|---|---|---|
| Restricted shares (equity) | $180,491 | 2024 director stock awards; Chair received additional $80,491 vs. $100,000 standard grant |
| Unvested restricted shares (as of 12/31/2024) | 13,117 shares | Director unvested holdings disclosed |
Note: Non-employee director equity awards are time-based restricted shares; performance metrics apply to executive long-term incentives, not director grants .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock Consideration |
|---|---|---|
| Clear Channel Outdoor Holdings, Inc. | Hobson director | Out-of-home advertising; no reportable related party transactions with Cumulus in 2024 |
Expertise & Qualifications
- Financial expertise and corporate management experience, including CFO roles in media; strategic planning and critical financial analysis cited in biography .
- Board skills matrix highlights broad Board capabilities across leadership, financial, media/broadcast, and technology; Hobson is part of a Board with balanced skills and 7 years of service for him as of 2025 .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | % of Outstanding | Notes |
|---|---|---|---|
| Andrew W. Hobson | 184,155 | 1.1% | Director-level ownership; Class A carries one vote per share |
| Director stock ownership guidelines (Board-wide) | 3x annual cash retainer | — | Adopted in 2025; counts direct, vested, and service-based RSU/DSU holdings; 6-year compliance period; directors restricted from selling during compliance period; options excluded |
| Anti-hedging/pledging policy | Prohibits hedging/pledging | — | Applies to non-employee directors and Section 16 officers |
Governance Assessment
- Board leadership and independence: Separation of Chair and CEO roles supports oversight and accountability; Hobson presides over independent sessions, manages conflicts, and coordinates Board work—positive for effectiveness .
- Committee work and responsiveness: Compensation Committee met 5 times in 2024; after a 35% say‑on‑pay outcome, the Board appointed top stockholder Steven M. Galbraith as Compensation Chair in 2025 and implemented governance/compensation changes (multi-year targets, EBITDA margin, relative TSR, reduced targets), signaling responsiveness to investor feedback .
- Director pay and alignment: Mix of cash plus time-based equity; Chair-level cash/equity uplifts are transparent; director ownership guidelines and anti-hedging/pledging policies enhance alignment and reduce risk of misalignment .
- Conflicts/related-party exposure: No reportable related-party transactions in 2024; Audit Committee reviews related-person matters; Hobson’s external board at CCO presents limited conflict risk in absence of disclosed transactions .
- Attendance and engagement: At least 75% attendance and active shareholder engagement are supportive of board effectiveness .
Red Flags and Mitigants
- Red flag: 2024 say‑on‑pay approval at ~35% indicated investor dissatisfaction with executive pay structure . Mitigant: The Board’s actions—adding a shareholder Compensation Chair, instituting director ownership guidelines, and modifying incentive metrics/periods—addressed feedback and strengthened governance .
- Red flag screening (none found): No hedging/pledging, no related-party transactions, and independence confirmed reduce governance risk signals .