Mary G. Berner
About Mary G. Berner
Mary G. Berner (age 65) has served as President and CEO of Cumulus Media since October 2015 and as a director since May 2015; she holds a B.A. in History from the College of the Holy Cross . Under her leadership, Cumulus reduced total debt by ~$658 million (~51%) since June 2018, executed a 2024 debt exchange extending maturities to 2029 and cutting principal by ~$33 million, and delivered multi‑year fixed cost reductions of ~$163 million (>$43 million in 2024 and ~$120 million since 2019) . 2024 “pay versus performance” shows steep stock underperformance (TSR value of initial $100 investment at $7.68 for 2024 vs. $61.01 in 2023 and $71.22 in 2022) alongside a 2024 net loss of ~$283 million, signaling shareholder pain despite operational progress . In Q3 2025, total revenue declined 11.5% YoY, EBITDA was $16.7 million, and Digital Marketing Services (DMS) grew 34% YoY, with liquidity of $109 million ($90 million cash) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MPA – The Association of Magazine Media | President & CEO | 2012–2015 | Led industry association; strategic leadership for multi‑platform media companies |
| Reader’s Digest Association | CEO; Board member | 2007–2011 | Ran global media/direct marketing company; turnaround experience |
| Fairchild Publications / Condé Nast | CEO; later President (Fairchild) | 1999–2006 | Led business through competitive transitions; senior roles across multiple brands |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Various industry and not‑for‑profit boards | Director/Trustee | Not disclosed | Serves on numerous industry and not‑for‑profit boards |
Fixed Compensation
- Structure: Base salary plus annual cash incentive (STIP) with 100% target of base; base salary for 2024 was $1,450,000 . 2025 STIP revised to pay 75% of target at “target” performance (vs. 100% previously), increasing performance stringency .
- 2024 STIP: Adjusted EBITDA metric only; threshold $74.4m (50% payout), target range $93.0–$102.5m (100%), max $120.9m (200%) . Committee certified FY 2024 Adjusted EBITDA at $84.518m, yielding a 77.2% of target payout; Berner’s STIP payout was $1,119,400 .
Multi‑year summary compensation (CEO):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,450,000 | $1,450,000 | $1,450,000 |
| Stock Awards (grant‑date fair value) | $2,254,996 | $1,691,437 | $1,743,751 |
| Options Awards | — | — | — |
| Non‑Equity Incentive Plan Comp | $1,772,251 | $1,379,440 | $1,458,593 |
| All Other Comp | $2,718 | $2,719 | $3,450 |
| Total | $5,479,965 | $4,523,596 | $4,655,794 |
Performance Compensation
Long‑term incentives (LTI) and 2024 design:
- Mix and 2024 grant targets (Berner): RSUs $1,162,500; PRSUs $581,250; CPUs $581,250; RSUs vest in 4 equal annual tranches; PRSUs/CPUs earned annually over 2024–2027 .
- 2024 PRSU metrics and outcomes (annual tranche, 0–150% earn‑out):
| Metric | Weight | Threshold | Target | Maximum | Actual (2024) | Weighted payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (USD mm) | 60% | $74.4 | $93.0–$102.5 | $120.9 | $84.5 | 46.3% |
| Adjusted Controllable Expense (USD mm; lower is better) | 20% | $487.5 | $480.0 | $472.5 | $461.0 | 30.0% |
| Digital Marketing Services Revenue (USD mm) | 20% | $49.1 | $54.6 | $60.0 | $49.9 | 11.4% |
| Total PRSU tranche payout | — | — | — | — | — | 87.7% |
- Prior PRSU/CPU tranches (2021/2022/2023 awards) earned at 54.4% for 2024 performance; 2024 PRSU/CPU tranches earned at 87.7% .
2025 program changes (post investor feedback):
- 50/50 time‑based vs. performance‑based, but performance targets for all 3 years set upfront; metrics: Adjusted EBITDA margin (ex political) 70% (three one‑year periods) and relative TSR vs. Russell 2000 30% (three‑year cliff) .
- Awards are cash‑denominated due to limited share availability; in a change in control, cash LTI has upside multipliers contingent on stock price appreciation (300% and 500% of grant price, from $0.88) with double‑trigger vesting preserved .
Equity Ownership & Alignment
Beneficial ownership and policy alignment:
- Shares beneficially owned: 390,252 (2.3% of Class A) as of April 11, 2025 . Previously 427,204 (2.4%) as of March 3, 2023 .
- Executive stock ownership guideline: CEO must hold 6x base salary within 6 years from March 16, 2024; unvested performance awards and options do not count .
- Anti‑hedging and anti‑pledging policy prohibits hedging and pledging/margin usage by Section 16 officers and non‑employee directors .
Options and 2025 vesting cadence (selling pressure lens):
- Options: 90,000 options at $14.64 expiring Feb 13, 2025; out‑of‑the‑money versus $0.67 closing price on 12/31/2024, implying unlikely exercise and limited near‑term option‑driven selling pressure .
- Scheduled vesting 2025 (selected RSU/PRSU tranches):
- Feb 5, 2025: 38,150 RSUs .
- Feb 3, 2025 and 2026: 55,270 RSUs in two equal installments (27,635 in 2025) .
- Mar 3, 2025/2026/2027: 167,139 RSUs in three equal installments (~55,713 in 2025) .
- Feb 17, 2025/2026/2027/2028: 297,315 RSUs in four equal installments (~74,329 in 2025) .
- Dec 31, 2025: PRSU tranches including 27,635 (from 2024 PRSUs) and 37,164 (from 2024–2027 PRSUs), both subject to performance .
Employment Terms
- Agreement: Renewing employment agreement extended through December 31, 2025 (auto one‑year renewals); base salary $1,450,000; annual bonus target 100% of base, max 150% (Committee can adjust targets) .
- Severance (no‑cause or good reason): 1.5x salary + target bonus, pro‑rated bonus (based on actuals), 18 months medical for CEO, and 50% vesting of unvested equity (performance‑based subject to performance) .
- Change‑in‑control (double‑trigger within 3 months pre or 12 months post): 2.5x salary + target bonus, pro‑rated bonus, 24 months medical, and 100% vesting of all equity with performance deemed satisfied .
- Award‑level acceleration: 50% vesting (75% if termination before first anniversary) for RSUs/PRSUs/CPUs upon qualifying termination; 100% vesting on double‑trigger change‑in‑control .
- Clawbacks: Company‑wide SEC/NASDAQ‑compliant clawback plus award‑level recoupment for misconduct, restrictive covenant violations, and restatements .
Board Service and Governance Considerations
- Board service: Director since 2015; CEO since 2015; President since 2016 .
- Structure and independence: Independent Chairman (Andrew Hobson); six of seven directors independent; regular executive sessions; separation of Chair/CEO explicitly maintained to enhance oversight .
- Committees: Compensation Committee chaired by major shareholder Steven M. Galbraith (appointed Feb 26, 2025); members independent; FW Cook retained as independent comp consultant .
- Attendance: Board met 11 times in 2024; each director attended at least 75% of their meetings .
- Director stock ownership guidelines adopted in 2025 (3x annual cash retainer; 6‑year compliance; sale restrictions during compliance period) .
- Governance actions after shareholder outreach: Adopted majority vote resignation policy; let poison pill expire in Feb 2025; appointed top shareholder to Board and as Comp Committee Chair .
Compensation Structure Analysis
- 2024 Say‑on‑Pay: 35% support drove 2025 redesign—added relative TSR, shifted LTI metric to adjusted EBITDA margin (ex political), set multi‑year goals at grant, and cut 2025 CEO/CFO total direct comp by 18% (16% average for executives) .
- Cash vs equity mix: 2025 LTI is cash‑settled due to limited share availability, but COI‑aligned upside in a change in control ties payout to significant stock appreciation thresholds with double‑trigger protection .
- Peer group positioning: CEO total direct compensation slightly below the 25th percentile of peer CEOs in FW Cook’s peer group as of 2024 analysis .
- Best practices: No single‑trigger CIC vesting; no option repricing; anti‑hedging/pledging; ownership guidelines; robust clawback .
Director Compensation (as CEO‑Director)
- Company practice: CEO receives no additional compensation for Board service (as disclosed in prior proxy) .
Performance & Track Record
- Strategic execution: Debt refinanced/extended to 2029; principal reduced ~$33m in 2024; fixed cost reductions of $43m in 2024 and >$120m since 2019; digital footprint expanded (streaming impressions +15%; podcast network top‑10) .
- Operating metrics: Q3 2025 revenue −11.5% YoY; EBITDA $16.7m; DMS +34% YoY; podcasting +15% YoY (normalized); liquidity $109m .
- Culture: Bi‑annual employee surveys; five‑year averages show 93% proud to work at Cumulus, 86% excited for future, 90% confident in CEO .
Say‑on‑Pay & Shareholder Feedback
- Engagement: Reached out to investors representing ~96% of identifiable shares; substantive program changes implemented for 2025 aligned to investor feedback .
- Actions: Reduced executive comp targets; diversified performance metrics; established upfront multi‑year goals; strengthened board ownership guidelines and governance .
Compensation Peer Group (2024 analysis baseline)
- Select peers included: comScore, Entravision, fuboTV, Lee Enterprises, QuinStreet, E.W. Scripps, Marcus Corp, Thryv, Townsquare, Urban One, WideOpenWest; CEO TDC slightly below 25th percentile vs. peers .
Equity Ownership (history)
| Metric | 2023 (as of Mar 3) | 2025 (as of Apr 11) |
|---|---|---|
| Shares beneficially owned | 427,204 (2.4%) | 390,252 (2.3%) |
Risk Indicators & Red Flags
- 2024 say‑on‑pay undersupport (35%) raises ongoing scrutiny risk, though program changes have been implemented for 2025 .
- Significant double‑trigger CIC severance (2.5x salary+target bonus) plus full equity acceleration increases sale‑of‑company cost for shareholders, partially mitigated by robust clawbacks and double‑trigger requirement .
- No tax gross‑ups on CIC; no option repricing; anti‑hedging/pledging policy in place .
Investment Implications
- Pay alignment improving: 2025 program shifts to margin expansion and relative TSR with upfront three‑year targets and lower at‑target cash payouts; this should better align realized pay with shareholder outcomes in a challenged radio ad cycle .
- Selling pressure watch: 2025 features sizable RSU/PRSU vesting tranches in Q1 and year‑end; while options are likely worthless at current price basis, monitor potential 10b5‑1 activity around Feb/Mar vest dates .
- Retention risk appears controlled: Multi‑year, goal‑based performance awards, ownership guidelines (6x salary), non‑compete and strong severance/CIC protections reduce flight risk for the CEO during transformation and potential strategic alternatives .
- Governance stance improving: Independent chair, enhanced board ownership rules, elimination of poison pill, and comp redesign following investor outreach reduce governance discount risk; however, continued poor TSR could reignite activist pressure despite operational DMS growth .