Deborah A. Farrington - Director | CUMULUS MEDIA (CMLS) Executive Profile & Compensation

About Deborah A. Farrington

Deborah A. Farrington (age 74) is an independent director of Cumulus Media Inc., serving since 2022. She is a co‑founder and President of StarVest Management, a longtime venture capital general partner, and has been designated by the Board as an “audit committee financial expert,” underscoring deep financial and board governance credentials .

Past Roles

Organization	Role	Tenure	Committees/Impact
StarVest Management, Inc. / StarVest Partners, L.P.	Co‑founder; President; General Partner	GP since 1999	Extensive financial/board experience; has chaired major board committees at various companies
Victory Ventures, LLC	President & CEO	1993–1997	Led private equity investments; chaired Staffing Resources, Inc. as founding investor
Staffing Resources, Inc.	Founding investor; Chairman of the Board	1990s (overlaps with Victory Ventures)	Diversified staffing company leadership
Asian Oceanic Group	Management roles	Pre‑1993	International operating experience (HK/NY)
Merrill Lynch & Co., Inc.	Management roles	Pre‑1993	HK, Tokyo, New York assignments
Chase Manhattan Bank	Management roles	Pre‑1993	Banking/finance foundation

External Roles

Company	Role	Status	Notes
Dayforce, Inc. (NYSE: DAY)	Director	Current	Public company board service
NetSuite (NYSE: N)	Lead Director	Prior (pre‑2016 acquisition by Oracle)	Lead director experience
Collectors Universe, Inc. (NASDAQ: CLCT)	Director	Prior	Public company governance
NCR, Inc. (NYSE: NCR)	Director	Prior	Public company governance
RedBall Acquisition Corp. (NYSE: RBAC)	Director	Prior	SPAC/transactional board experience

Board Governance

Item	Detail
Independence	Board determined all non‑employee directors (including Farrington) are independent under Nasdaq rules; independent directors hold regular executive sessions .
Committees	Audit Committee (member; “audit committee financial expert”); Nominating & Governance Committee (member) .
Committee Chairs	Audit Committee chaired by Brian G. Kushner; Nominating & Governance Committee chaired by Joan Hogan Gillman; Compensation Committee chaired by Steven M. Galbraith (appointed Feb 26, 2025) .
Attendance	Board met 11 times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
Years of Service (CMLS)	3 years (director since 2022) .
Age	74 .
Skills Matrix	Financial; leadership; public company board; media/broadcast; digital/technology; human capital; marked in skills matrix .
Governance Enhancements (2025)	Majority voting resignation policy; did not renew poison pill (expired Feb 2025); instituted director stock ownership guidelines; added top shareholder as Compensation Chair .

Fixed Compensation (Non‑Employee Director – 2024)

Component	Amount	Notes
Annual cash retainer	$100,000	Standard fee for non‑employee directors .
Committee chair fees	$0	Not a chair; chair fees: Audit $25k, Comp $25k, N&G $15k (cash) .
Chairman premium	$0	Chairman (Hobson) receives $40,000 cash premium (not applicable to Farrington) .
Total cash (2024)	$100,000	Farrington cash reported .

Performance Compensation (Equity) – Director Program

Component	Grant Value	Instrument	Vesting/Performance Metrics
Annual equity grant (2024)	$100,000	Restricted shares (Class A)	Time‑based restricted shares; no performance metrics disclosed for directors .
Unvested restricted shares (12/31/2024)	7,268 shares	Restricted shares	Outstanding/unvested balance as of year‑end .

Note: Non‑employee director equity is delivered as time‑based restricted shares; no options/PSUs/TSR metrics are disclosed for directors in 2024 .

Other Directorships & Interlocks

Category	Detail
Current public boards	Dayforce, Inc. (NYSE: DAY) .
Prior public boards	NetSuite (lead director), Collectors Universe (CLCT), NCR (NCR), RedBall Acquisition Corp. (RBAC) .
Potential interlocks	No related‑party transactions reported in 2024; Audit Committee reviews/approves any related person transactions; none reportable for 2024 .

Expertise & Qualifications

Audit committee financial expert; meets Nasdaq’s professional experience requirements for audit committee members .
Longstanding venture capital and corporate governance background; has chaired major board committees; extensive financial and operational oversight experience across technology‑enabled services and software companies .

Equity Ownership

Metric	Amount/Status	Reference Date	Notes
Total beneficial ownership (Class A)	62,786 shares	April 11, 2025	“Less than 1%” of shares outstanding .
Unvested restricted shares	7,268 shares	Dec 31, 2024	Director equity outstanding .
Pledging/Hedging	Prohibited for non‑employee directors under company policy	Policy adopted	Anti‑hedging and anti‑pledging policy applies to directors .
Ownership guidelines (Directors)	3x annual cash retainer; 6‑year compliance from Mar 4, 2025; no sales during compliance period	Effective 2025	Service‑based restricted shares count; options do not .

Governance Assessment

Strengths
- Independence, strong committee alignment (Audit and Nominating & Governance), and audit committee financial expert designation support board effectiveness and financial oversight .
- Solid engagement norms: independent chair structure, regular executive sessions, and improved shareholder‑responsive policies (resignation policy; no renewal of rights plan; new director ownership guidelines) enhance accountability and investor alignment .
- Attendance met Board standard (≥75% of meetings), indicating baseline engagement; annual self‑assessment and skills matrix suggest ongoing refresh and competency focus .
Watch‑items / signals to monitor
- Say‑on‑pay received ~35% support in 2024 (low), a governance risk signal; the Board responded with notable compensation and governance changes for 2025. Monitoring investor sentiment in 2025–2026 votes is warranted .
- Nasdaq listing deficiency notices were disclosed in 2025, reflecting broader company‑level risk; not director‑specific but relevant to investor confidence (contextual) (see table of contents reference to “NASDAQ DEFICIENCY LETTERS”) .
Conflicts and related‑party review
- No related‑party transactions reportable in 2024; Audit Committee oversees related person transactions, approving only arm’s‑length terms when applicable .
- Anti‑hedging/pledging policy further mitigates alignment risks for directors .

Director Compensation – Detail (2024)

Name	Cash Fees ($)	Stock Awards ($)	Total ($)
Deborah A. Farrington	100,000	100,000	200,000

As of 12/31/2024, Farrington held 7,268 unvested restricted shares; chair fee supplements did not apply (not a chair) .

Board & Committee Structure (as of 2025 proxy)

Committee	Members	Chair	Notes
Audit	Brian G. Kushner; Thomas H. Castro; Deborah A. Farrington	Kushner	Farrington designated “audit committee financial expert” .
Compensation	Steven M. Galbraith; Andrew W. Hobson; Joan Hogan Gillman	Galbraith	Chair effective Feb 26, 2025; all independent .
Nominating & Governance	Joan Hogan Gillman; Deborah A. Farrington	Gillman	All independent .

Shareholder Alignment & Engagement

Director stock ownership guidelines introduced in 2025 require 3x annual cash retainer over a six‑year compliance period starting March 4, 2025; directors may not sell shares during the compliance period .
Company conducted extensive shareholder outreach following low 2024 say‑on‑pay support, resulting in governance and compensation changes; independent director/Compensation Chair participated in a majority of meetings .

Overall, Farrington’s committee mix (Audit; N&G), financial expert designation, independence, and absence of related‑party ties are positives for governance quality. Continued monitoring of shareholder votes and company‑level listing/compliance developments remains prudent for investor confidence .