Joan Hogan Gillman
About Joan Hogan Gillman
Independent director since 2018; age 61. Former Executive Vice President at Time Warner and Chief Operating Officer of Time Warner Cable Media (responsible for ~$1.1B revenue), with prior senior roles at OpenTV, British Interactive Broadcasting, and Physicians’ Online, plus a decade on U.S. Senate staff. Brings deep digital/media/telecom operating experience; currently chairs CMLS’s Nominating & Governance Committee and serves on its Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Time Warner Cable Media | Chief Operating Officer | Sep 2006–Jun 2016 | Financial/operating responsibility over ~$1.1B revenue |
| Time Warner (media/telecom) | Executive Vice President | Sep 2006–Jun 2016 | Senior leadership in media operations |
| OpenTV Corporation | Senior executive | Not disclosed | Digital TV software operations |
| British Interactive Broadcasting | Senior executive | Not disclosed | Pioneering digital TV/interactive services in U.K. |
| Physicians’ Online Inc. | Senior executive | Not disclosed | First ISP dedicated to physicians |
| U.S. Senate | Staff member | 10 years | Public policy experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Airgain, Inc. (NASDAQ: AIRG) | Director | Current |
| InterDigital, Inc. (NASDAQ: ICC) | Director | Current |
| Centrica PLC (CNA: LN) | Director | Former |
| BAI Communications | Director | Former |
| David T. Langrock Foundation | Managing Member | Current |
| Jesuit Volunteer Group (JVC); Staples Tuition Grants | Director | Current; JVC prior Chair; College of the Holy Cross prior Vice Chair |
Board Governance
- Independence: Board determined all non‑employee directors, including Gillman, are independent; independent directors hold regular executive sessions .
- Committee assignments: Chair, Nominating & Governance; Member, Compensation (Comp Chair is Steven M. Galbraith since Feb 26, 2025) .
- Attendance: Board met 11 times in 2024; each director attended at least 75% of Board and committee meetings; all nominees who were directors attended last year’s annual meeting .
- Governance enhancements (investor-responsiveness): Majority vote resignation policy, poison pill not renewed (Feb 2025), director stock ownership guidelines (3× cash retainer, six‑year compliance), and broad stockholder outreach post low say‑on‑pay .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer ($) | $100,000 | $100,000 |
| Committee chair fee – Nominating & Governance ($) | $15,000 | $15,000 |
| Committee membership/other cash fees ($) | None disclosed (no meeting fees) | None disclosed (no meeting fees) |
| Equity award (restricted shares) ($) | $100,000 | $100,000 |
| Total director compensation ($) | $215,000 | $215,000 |
| Unvested restricted shares (year-end) | 6,145 shares (12/31/2023) | 7,268 shares (12/31/2024) |
Notes: Chairman of the Board and certain committee chairs receive additional fees; Gillman’s cash reflects $100k base + $15k chair fee in both 2023 and 2024 .
Performance Compensation
| Item | Details |
|---|---|
| Director performance metrics | None disclosed; director equity is time‑based restricted shares, not performance‑conditioned |
| Hedging/pledging policy | Anti‑hedging and anti‑pledging policy applies to directors; prohibits derivatives, shorting, pledging/margin |
| Director ownership guidelines | New 2025 policy: hold Class A stock equal to ≥3× annual cash retainer; six‑year compliance; unexercised options don’t count; no sales during compliance window |
Other Directorships & Interlocks
- Current public boards: Airgain, Inc. (AIRG) and InterDigital, Inc. (ICC) .
- Former public boards: Centrica PLC (CNA: LN) .
- No related party transactions reported for fiscal 2024 (Audit Committee reviews/approves any such items) .
Expertise & Qualifications
- Skills matrix: Digital/Technology; Media/Broadcast; Financial; Leadership; Public company board experience; Human capital (Board-level skills) .
- Brings operator-level P&L accountability in digital/media advertising and distribution, relevant to CMLS’s multi‑platform audio and digital businesses .
Equity Ownership
| Measure | 2024 (as of 3/15/2024) | 2025 (as of 4/11/2025) |
|---|---|---|
| Beneficial ownership (Class A common) | 72,377 shares (incl. 6,145 unvested restricted shares vesting within 60 days) | 101,446 shares; <1% of outstanding |
| Ownership % of shares outstanding | <1%* | <1%* |
| Pledged/hedged shares | None disclosed; prohibited by policy |
*Indicates less than one percent.
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance and serves on Compensation; strong digital/media operating background; equity alignment through annual restricted share grants and new director ownership guidelines; company has adopted anti‑hedging/pledging, robust clawbacks, and majority‑vote resignation policy—signals investor‑aligned governance .
- Engagement: Board/management undertook extensive outreach after 2024 say‑on‑pay (~35% approval), implemented changes (Comp Chair now a top stockholder, reduced executive target pay by 25% for 2025, added multi‑year targets and relative TSR to LTI, did not renew poison pill) enhancing oversight and alignment; Gillman’s committee roles place her centrally in board refresh and governance practices .
- RED FLAGS:
- Low 2024 say‑on‑pay support (~35%) indicates prior investor dissatisfaction; mitigations are in place but continued monitoring is warranted .
- Dual‑class capital structure exists due to FCC constraints; company provided added disclosure; not a conventional governance risk but can affect voting dynamics .
- Conflicts/related party: None disclosed for 2024; Audit Committee oversees related party transactions and reported none . External board roles (Airgain/InterDigital) are in wireless/tech IP—no disclosed commercial ties to CMLS; anti‑hedging/pledging reduces alignment risks .