Francisco J. Lopez-Balboa
About Francisco J. Lopez-Balboa
Executive Vice President, Treasurer and Chief Financial Officer of Cumulus Media since March 23, 2020; previously CFO of Univision and a longtime Goldman Sachs managing director focused on TMT financing. He holds a B.A. in Economics from Columbia University and an MBA from Harvard; he was 59 at appointment in 2020 and is based in New York . 2024 saw industry headwinds and a decline in Cumulus’ stock price; the company responded with debt refinancing, cost reductions, and digital growth (DMS revenue +27% YoY) . Compensation outcomes reflect softer results: the 2024 STIP paid 77.2% of target on $84.5M Adjusted EBITDA (compensation basis), PRSU/CPU tranches earned at 87.7% for the new diversified metric set, and pay-versus-performance shows severe TSR compression in 2024 (value of $100 TSR = $7.68) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Univision Communications Inc. | EVP & CFO | 2015–2018 | Oversaw corporate finance, treasury, risk, IR, FP&A, audit, tax, real estate and corp dev; senior operating CFO experience in media . |
| Goldman Sachs & Co. | Managing Director (TMT, Investment Grade Financing) | Prior to 2015; 20+ years | Founded GS debt financing for large-cap communications/media/entertainment; headed TMT and investment-grade financing; deep capital markets/M&A experience . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Columbia College (Columbia University) | Board of Visitors, Emeritus member | n/a |
| St. Mark’s School (Southborough, MA) | Trustee | n/a |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 800,000 | 800,000 |
| Target bonus (% of salary) | 100% | 100% |
| Maximum bonus (% of salary) | 150% | 150% |
| Actual STIP paid ($) | Included in NEIP below | 617,600 (77.2% of $800k) |
| Summary Compensation (Lopez-Balboa) | 2023 | 2024 |
|---|---|---|
| Salary ($) | 800,000 | 800,000 |
| Stock awards ($, grant-date fair value) | 840,876 | 868,000 |
| Non-equity incentive plan comp ($) | 769,057 | 821,784 (STIP + CPU tranches) |
| All other comp ($) | 6,000 | 3,742 |
| Total ($) | 2,415,933 | 2,493,526 |
Notes: 2024 NEIP = $617,600 STIP plus CPUs earned for 2021/2023/2024 tranches ($73,612, $49,011, $81,561) .
Performance Compensation
Annual STIP (Cash)
| Element | 2024 Plan Details |
|---|---|
| Metric, payout curve | Adjusted EBITDA; 50% payout at $74.4M, 100% at $93.0–$102.5M, 200% at $120.9M . |
| Target opportunity | 100% of base salary ($800,000) . |
| 2024 actual and payout | Adjusted EBITDA (for comp) = $84.518M; payout = 77.2% of target; paid $617,600 . |
| 2025 change | Target payout at “target” reduced to 75% (vs 100%) to require above-target results for 100%+ payout . |
Long-Term Incentives (RSUs, PRSUs, CPUs) – 2024 Grants
| Component | CFO Target Value ($) | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (time-based) | 620,000 | 4 equal annual installments (years 1–4) | n/a |
| PRSUs (performance stock) | 248,000 | Earned annually over 2024–2027 by metric; shares vest per tranche | 60% Adj. EBITDA; 20% Adjusted Controllable Expense; 20% DMS Revenue |
| CPUs (performance cash) | 372,000 | Earned annually over 2024–2027, mirroring PRSU metrics | Same as PRSUs |
2024 PRSU/CPU tranche results:
| Metric (weight) | Threshold | Target Range | Max | Actual | Weighted payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (60%) | $74.4M | $93.0–$102.5M | $120.9M | $84.5M | 46.3% |
| Adjusted Controllable Expense (20%) | $487.5M | $480.0M | $472.5M | $461.0M | 30.0% |
| DMS Revenue (20%) | $49.1M | $54.6M | $60.0M | $49.9M | 11.4% |
| Total 2024 tranche payout | — | — | — | — | 87.7% |
Prior multi-year PRSUs: 2024 tranche of 2021/2022/2023 PRSUs earned at 54.4% (Adj. EBITDA between threshold and target) .
2025 LTI redesign (applies to executives including CFO):
- Mix stays 50% time-based, 50% performance-based; all three years’ goals set upfront at grant; performance awards partly measured on 3-year basis .
- Metrics shift to Adjusted EBITDA margin (ex-political) for three one-year periods (70% weight) and 3-year relative TSR vs Russell 2000 (30% weight) to better align with stockholders; awards are cash-denominated due to share constraints .
- Added change-in-control stock-price multipliers for 2025 cash LTI only: if stock ≥300% of $0.88 grant price ($2.64), payout opportunity increases 50%; if ≥500% ($4.40), increases 100% (linear between 300%-500%); still double-trigger vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 186,875 shares; 1.1% of Class A outstanding as of Apr 11, 2025 . |
| Stock ownership guidelines | 2x base salary for NEOs; 6-year compliance window from Mar 16, 2024; performance awards and options don’t count; progress reviewed annually . |
| Hedging/pledging | Prohibited for Section 16 officers and non-employee directors (no hedging; no pledging/margin) . |
| Options | 60,000 options, strike $4.50, expiring 3/23/2025 (outstanding and exercisable) . |
| Unvested RSUs (counts, value at $0.67 on 12/31/24) | 21,050 (vest 2/5/25), $14,104; 29,510 (vest 2/3/25 & 2/3/26), $19,772; 89,026 (vest 3/3/25–3/3/27), $59,647; 158,568 (vest 2/17/25–2/17/28), $106,241 . |
| Unearned PRSUs (counts, value at $0.67 on 12/31/24) | 7,000 (2024 tranche), $4,690; 29,510 (2024–2025 tranches), $19,772; 35,610 (2024–2026 tranches), $23,859; 63,427 (2024–2027 tranches), $42,496 . |
Note: As of 12/31/24 closing price $0.67, the $4.50 strike options were out-of-the-money; vesting details per award footnotes .
Employment Terms
| Term | Key provisions |
|---|---|
| Start date and term | CFO effective March 23, 2020; employment agreement auto-renewing annually; extended through March 23, 2026 per proxy . |
| Base/bonus mechanics | Base salary $800,000; target bonus 100% of salary; max 150%; equity eligibility per plans . |
| Severance (no CIC) | 1.5x (salary + target bonus) paid in four quarterly installments; pro-rata bonus based on actual; 12 months medical/dental/vision at company expense (gross-up for imputed income) . |
| Severance (CIC double-trigger; within 12 months after or 3 months before CIC) | 2.0x (salary + target bonus); pro-rata bonus; 100% vesting of outstanding equity (performance deemed satisfied); 18 months benefits . |
| Equity award treatment (general) | Upon termination without cause/good reason/death/disability: 50% of unvested RSUs/PRSUs/CPUs vest (75% if termination before first anniversary); unvested options vest to next annual tranche; 100% vest upon qualifying CIC termination . |
| Clawbacks | Company-wide compensation clawback policy compliant with SEC/NASDAQ; award agreements include additional misconduct/restatement and restrictive covenant clawbacks . |
| Restrictive covenants | Confidentiality; non-compete for 6 months post-employment; non-solicit of customers and employees as specified . |
Compensation Structure Analysis
- Pay-mix and leverage: For 2024, roughly half of LTI is time-based (retention) and half performance-based (PRSUs/CPUs), with annual PRSU/CPU earnouts against diversified metrics; CFO STIP and LTI payouts below target reflect underperformance vs goals (77.2% STIP; PRSU/CPU 87.7%) .
- 2025 calibration: In response to a 35% say‑on‑pay result in 2024, Cumulus cut target STIP/LTI by 25% (reducing CFO 2025 TDC ~18%) and added 3‑year relative TSR and EBITDA margin (ex‑political) with all targets set upfront, improving alignment and difficulty; STIP “at‑target” payout lowered to 75% to require outperformance for 100%+ .
- Dilution and share constraints: 2025 LTI is cash-settled due to limited share availability, with CIC price-multipliers to mimic equity-like upside while maintaining double-trigger vesting .
Performance & Track Record
- 2024 operating highlights: DMS revenue +27% YoY; streaming impressions +15%; cost actions added $43M (7%) in fixed cost savings in 2024 (on top of $120M since 2019); executed debt exchange extending maturities from 2026 to 2029 and reducing principal by ~$33M .
- Market and pay-versus-performance: Stock price declined during 2024; PVP TSR shows $100 invested valued at $7.68 in 2024 (vs $61.01 in 2023); 2024 net loss reported for PVP was $(283.3)M; compensation actually paid to NEOs tracked the weaker year .
- STIP/PRSU outcomes: 2024 Adjusted EBITDA (comp basis) was $84.518M vs a $93.0–$102.5M target range; PRSU/CPU tranche payout 87.7% on diversified metrics indicates partial achievement (expense discipline partly offset revenue shortfalls) .
Equity Ownership & Alignment (Additional Detail)
- Ownership scale and guidelines: Lopez‑Balboa beneficially owns 186,875 shares (1.1%); NEO guideline requires 2x salary holdings within six years; anti-hedging/pledging policies reduce misalignment risk .
- Overhang/pressure: The only listed option grant (60,000 @ $4.50) was out‑of‑the‑money and near expiry as of 12/31/24, limiting exercise-driven selling pressure; RSU/PRSU vesting is spread 2025–2028, creating steady but modest supply overhang at today’s share price levels .
Compensation Peer Group and Oversight
- Peer benchmarking: FW Cook advises the Compensation Committee; 2024 market analyses used a peer set including Scripps, Townsquare, Thryv, Entravision, WOW!, Lee Enterprises, comScore, fuboTV, QuinStreet, The Marcus Corp., Urban One; the Committee added a top shareholder (Steven Galbraith) as Comp Chair in 2025 .
- Governance changes: Director resignation policy adopted; “poison pill” not renewed in Feb 2025; new ownership guidelines for directors; extensive investor outreach after 2024 say‑on‑pay .
Risk Indicators & Red Flags
- Change-in-control economics: Double-trigger at 2.0x (salary+target bonus) plus full vesting; no excise tax gross-ups; Section 280G cutback to safe harbor if beneficial (agreement includes cutback mechanism) .
- Clawback and restrictive covenants: Robust clawback policy and non-compete/non-solicit reduce conduct risk; anti-hedging/pledging policy mitigates alignment concerns .
- Say-on-pay history: Low 2024 approval (35%) prompted material program changes; monitoring 2025 outcomes and 2026 disclosure for efficacy is prudent .
Investment Implications
- Incentive alignment improved materially for 2025 via reduced target pay, multi-year upfront targets, and addition of relative TSR and EBITDA margin, raising hurdle integrity and tightening pay-for-performance linkage during a period of depressed TSR .
- Vesting schedules and out-of-the-money options point to limited forced selling; the bulk of future equity realizable value hinges on operating turnaround (margin expansion, DMS growth) and equity price recovery that also drives 2025 LTI cash multipliers under a strategic transaction scenario .
- Retention risk appears contained: auto-renewing agreement through March 2026, competitive severance, and refreshed LTI program; however, sustained underperformance would dampen realizable pay, keeping focus on execution against EBITDA margin and TSR metrics .