Brian G. Kushner
About Brian G. Kushner
Independent director at Cumulus Media since 2018; age 66 with seven years of board service. He is Senior Managing Director at FTI Consulting, where he leads Private Capital Advisory and co-leads Technology, Aerospace/Defense/Gov’t Contracting, and Activism & M&A Solutions; Cumulus designates him an Audit Committee financial expert. He holds B.S., M.S., and Ph.D. degrees in Applied & Engineering Physics from Cornell University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTI Consulting (NYSE: FCN) | Senior Managing Director; leader/co‑leader of multiple practices | Since 2009 | Restructuring, technology, A&D, activism/M&A advisory; relevant cybersecurity oversight experience cited by CMLS |
| Sage Telecom | Acting Chair, President & CEO | Not disclosed | Turnaround leadership |
| DLN Holdings (defense contractor) | Managing Member & CEO | Not disclosed | Turnaround leadership |
| Pacific Crossing Limited | President & CEO | Not disclosed | Telecom restructuring |
| Various companies (incl. Relativity Media) | CRO/analogous restructuring roles | Various | Experience with bankruptcy processes as CRO |
External Roles
| Company/Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Resideo Technologies, Inc. (NYSE: REZI) | Director | Public | Current |
| Gibson Brands, Inc. | Director | Private | Current |
| Prior: Thryv (NASDAQ: THRY), Mudrick Capital Acquisition Corp (NASDAQ: HYMC), Mudrick Capital Acquisition Corp II (NASDAQ: MUDS), Luxfer Holdings PLC (NYSE: LXFR), Zodiac Systems, Everyware Global (The Oneida Group), etc. | Director (prior) | Public/Private | Historical board experience across TMT/industrial |
Board Governance
- Independence and roles: Cumulus deems all non‑employee directors, including Kushner, independent under NASDAQ rules. He chairs the Audit Committee and is designated an “audit committee financial expert.” The Audit Committee met four times in 2024; the Board met 11 times, and each director attended at least 75% of Board/committee meetings. Independent directors meet in regular executive sessions; the Board has an independent Chairman (Andrew Hobson).
- Committee assignments: Audit Committee Chair (members: Kushner [Chair], Thomas H. Castro, Deborah A. Farrington).
- Board refresh/structure: Majority‑vote resignation policy for directors adopted in March 2025; poison pill not renewed in Feb 2025.
- Shareholder responsiveness: 2024 say‑on‑pay received ~35% support; Board ran extensive outreach and made compensation/governance changes for 2025.
Fixed Compensation (Director Pay)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash fee |
| Audit Committee Chair fee | $25,000 | Additional cash for chair role |
| Equity (restricted shares) | $100,000 | Granted in restricted Class A shares; as of 12/31/24, Kushner held 7,268 unvested restricted shares |
| Total (Kushner) | $225,000 | $125,000 cash + $100,000 equity |
- Director stock ownership guidelines (adopted 2025): Minimum ownership equal to 3x annual cash retainer; six‑year compliance period from March 4, 2025; directors are not permitted to sell Company shares during the compliance period.
Performance Compensation
- No performance‑based bonuses for directors are disclosed; equity for directors is in the form of restricted shares (time‑based), not options or performance shares.
Other Directorships & Interlocks
| Entity | Relationship to CMLS | Potential Interlock/Conflict |
|---|---|---|
| Resideo Technologies (REZI) | Unrelated | None disclosed |
| Gibson Brands | Unrelated | None disclosed |
| FTI Consulting (employer) | Service provider industry; no CMLS transaction disclosed | CMLS reports no related‑party transactions for 2024; Audit Committee oversees related‑party review |
Expertise & Qualifications
- Financial oversight and restructuring expertise; CMLS designates Kushner an “audit committee financial expert.”
- Deep operating/turnaround experience as CEO/CRO across TMT and defense sectors; cybersecurity/information security oversight experience cited in Board materials.
- Advanced technical education (B.S./M.S./Ph.D., Cornell, Applied & Engineering Physics).
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Class A) | 101,446 shares; <1% of outstanding |
| Unvested restricted shares (as of 12/31/24) | 7,268 shares (non‑employee directors each figure shown) |
| Pledging/Hedging | Prohibited for non‑employee directors by anti‑hedging/anti‑pledging policy |
| Director ownership guidelines | 3x annual cash retainer; 6‑year compliance; no sales during compliance period |
Insider Trades (Recent)
| Date (Filed) | Form | Transaction | Shares | Holdings After | Source |
|---|---|---|---|---|---|
| May 7, 2024 (for 5/6/24) | Form 4 | Director stock award (grant) | 29,069 | 101,446 |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation and restructuring/cyber risk oversight experience; robust related‑party screening (no reportable related‑party transactions in 2024); adoption of director resignation policy and director stock ownership guidelines enhances accountability and alignment; independent Board Chair and regular executive sessions support board independence.
- Shareholder alignment signals: Director equity grants plus new director ownership guidelines and anti‑hedging/pledging policy; broad 2024–2025 shareholder outreach led to governance and pay program changes.
- Watch items/RED FLAGS: 2024 say‑on‑pay support of ~35% indicates shareholder dissatisfaction with exec pay design (not director pay); Board responded with 2025 changes—continued monitoring of investor support is warranted.
Attendance and engagement: 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.
Independence: Cumulus affirms Kushner’s independence under NASDAQ and designates him an Audit Committee financial expert.
Related‑party exposure: None reportable in 2024; Audit Committee approval required for any related‑person transaction >$120,000.