Steven M. Galbraith
About Steven M. Galbraith
Steven M. Galbraith (age 62) was appointed to the Cumulus Media Inc. (CMLS) Board on January 22, 2025 and is an independent director under NASDAQ rules . He is Managing Member of Kindred Capital Advisors LLC (since October 2016) and previously served as CIO of Morgan Stanley, a partner at Maverick Capital, and Managing Member of Herring Creek Capital; he taught securities analysis as an adjunct professor at Columbia Business School (1998–2008) and was an advisor to the U.S. Treasury’s Office of Financial Research . Galbraith is a top shareholder with 575,200 Class A shares (3.4% of outstanding), including 400,000 held by Kindred Capital Advisors, reflecting strong alignment with investors .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kindred Capital Advisors LLC | Managing Member | Oct 2016–present | Investment management leadership |
| Morgan Stanley | Chief Investment Officer | Not disclosed | Senior executive overseeing investments |
| Maverick Capital | Partner | Not disclosed | Investment advisory leadership |
| Herring Creek Capital | Managing Member | Not disclosed | Investment advisory leadership |
| Columbia Business School | Adjunct Professor (Securities Analysis) | 1998–2008 | Academic credentials in equity analysis |
| U.S. Treasury Office of Financial Research | Advisor | Not disclosed | Policy advisory experience |
External Roles
| Organization | Role | Public/Private | Committee/Impact |
|---|---|---|---|
| Success Academy Charter Schools | Board of Trustees (served as Chair) | Non-profit | Governance leadership |
| Third Way | Board | Non-profit | Policy-oriented governance |
| Educational Equity Lab | Board | Non-profit | Education equity oversight |
| American Friends of Hebrew University Endowment | Board | Non-profit | Endowment oversight |
| Narragansett Brewing Company | Director | Private | Consumer brand oversight |
| Equity Data Science | Director | Private | Data/technology oversight |
| Saïd Holdings Limited | Director | Private | Holding company oversight |
| Pzena Investment Management, Inc. | Director (prior) | Public (NYSE: PZN, now private) | Public board experience |
Board Governance
- Committee roles: Chair, Compensation Committee (appointed February 26, 2025); members Andrew W. Hobson and Joan Hogan Gillman .
- Independence: Board determined all non‑employee directors, including Galbraith, are independent under NASDAQ rules; independent directors meet in executive session periodically .
- Attendance: Board held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings (Galbraith joined in 2025) .
- Board leadership: Independent Chairman (Andrew W. Hobson); separation of Chair and CEO upheld for oversight and accountability .
- Governance enhancements responsive to shareholder feedback: adopted director resignation (majority vote) policy; did not renew poison pill in Feb 2025; instituted new stock ownership guidelines for non‑executive directors .
- Stockholder engagement: Company contacted ~96% of identifiable holders and met with holders representing ~78% of identifiable shares; Compensation Committee Chair participated in a majority of meetings and an independent director was involved in meetings covering >72% of identifiable shares .
Fixed Compensation
| Component (Non-Employee Directors, 2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | All non-employee directors |
| Chair of the Board – Additional Cash | $40,000 | Incremental cash retainer |
| Annual Equity (Restricted Shares) | $100,000 | Time-based restricted shares |
| Chair of the Board – Additional Equity | $80,491 | Incremental restricted shares |
| Audit Committee Chair – Cash | $25,000 | Committee chair fee |
| Compensation Committee Chair – Cash | $25,000 | Committee chair fee |
| Nominating & Governance Chair – Cash | $15,000 | Committee chair fee |
- Director stock ownership guidelines (new in 2025): each director must hold a number of shares/equivalents equal to ≥3x annual cash retainer, measured on a 60‑day average price; six‑year compliance period starting March 4, 2025; directors may not sell shares during compliance period; unexercised options do not count .
- Anti‐hedging and anti‐pledging: directors and Section 16 officers are prohibited from hedging (options, swaps, collars, etc.) and pledging/margin accounts, reinforcing alignment .
Performance Compensation
Executive incentive design overseen by Compensation Committee (chaired by Galbraith) – 2025 changes:
| Program | Metric(s) | Weighting | Performance Horizon | Notes |
|---|---|---|---|---|
| STIP (Annual Cash) | Adjusted EBITDA | Target payout reduced from 100% to 75% | 2025 (year) | Executives proposed reduction; approved to enhance pay-for-performance |
| LTI (Performance-based, cash-settled for 2025) | Adjusted EBITDA margin (excl. political) | 70% | Three separate one-year periods; all targets set upfront | Differentiates from STIP; designed to drive sustained margin expansion YoY |
| LTI (Performance-based, cash-settled for 2025) | Relative TSR vs Russell 2000 | 30% | 3-year cumulative (cliff vest) | Added to address pay outcomes vs stock performance |
| LTI (Change-in-control performance multipliers) | Stock price appreciation thresholds | +50% at ≥300% of grant price; +100% at ≥500% | Applies only upon CoC and earned targets | Grant-price reference $0.88; linear interpolation between thresholds; double-trigger vesting maintained |
- Governance responsiveness: executive total direct compensation reduced for 2025 (CEO/CFO −18%; executives avg −16%) by cutting target LTI/STIP values −25%; metrics diversified and multi‑year goals set at grant, incorporating relative TSR .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Galbraith; prior service on Pzena Investment Management, Inc. (NYSE: PZN) before take-private .
- Shared directorships and potential interlocks with Cumulus stakeholders: Not disclosed; no related party transactions reported for fiscal 2024 .
Expertise & Qualifications
- Board’s skills matrix indicates Galbraith contributes Public Company Board Experience, Senior Management Experience, Leadership, Financial, Media/Broadcast, and Digital/Technology expertise; age 62; years of service noted as “0” for the 2025 slate .
- Prior M&A leadership and investment management roles (Morgan Stanley CIO; Maverick Capital) support Compensation Committee chair responsibilities and value creation oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A Outstanding | Notes |
|---|---|---|---|
| Steven M. Galbraith | 575,200 | 3.4% | Includes 400,000 held by Kindred Capital Advisors LLC (as Managing Member); outstanding Class A shares 17,128,043 as of April 11, 2025 |
- Ownership alignment: “top stockholder” appointed to Board and to chair Compensation Committee, signaling investor‑aligned oversight of pay and governance .
- Hedging/pledging: prohibited for directors; no pledging disclosed, lowering alignment risk .
- Related-party transactions: Board reports none for fiscal 2024; Audit Committee reviews/approves any related person transactions per policy .
Governance Assessment
-
Positives
- Independent director and Compensation Committee Chair; independence affirmed under NASDAQ standards .
- Significant personal ownership (3.4% including Kindred), plus new director stock ownership guidelines (≥3x retainer) and anti‑hedging/pledging, strengthen “skin‑in‑the‑game” .
- Demonstrated shareholder responsiveness: chaired/participated in extensive investor outreach after a 35% “say‑on‑pay” outcome; led to measurable pay design changes and reductions .
- Board governance enhancements: majority‑vote resignation policy and elimination of poison pill improve accountability and takeover neutrality .
-
Potential risks / RED FLAGS
- As a top stockholder chairing the Compensation Committee, concentration of influence warrants monitoring for balance between investor alignment and equitable treatment across stakeholders; mitigated by independence designation and presence of other independent committee members .
- Prior activism/M&A experience can drive change but may introduce higher cadence of incentive plan adjustments; current multi‑year, upfront targets and relative TSR reduce discretion risk .
No related party transactions involving Galbraith were reported for 2024; Audit Committee oversees and would approve any such transactions, reducing conflict risk .
The 2024 “say‑on‑pay” support was ~35%, a negative signal; subsequent engagement and 2025 program changes are constructive remediation steps .
Notes on Attendance & Engagement
- Board met 11 times in 2024; all then‑serving directors attended ≥75% of Board and committee meetings; all director nominees who were then serving attended the 2024 annual meeting .
- For 2024–2025 outreach: Company contacted 96% of identifiable holders and met with 78%; Compensation Committee Chair participated in a majority of meetings; independent director involvement covered >72% of identifiable shares .
Related Policies and Codes
- Director resignation policy (majority of votes cast required; failure triggers tendered resignation and Board review) .
- Committee charters (Audit, Compensation, Nominating & Governance) publicly available; Compensation Committee retains independent consultant FW Cook .