Thomas H. Castro
About Thomas H. Castro
Thomas H. Castro is an independent director of Cumulus Media (CMLS), serving since 2018, and is age 70. He is President & CEO of El Dorado Capital, LLC (since December 2008) and previously co‑founded and led Border Media Partners (radio broadcasting) with deep operating and financial experience, including prior audit committee service at Time Warner Cable and Nielsen Holdings. His background is positioned for audit oversight at CMLS given media industry expertise and prior board audit experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| El Dorado Capital, LLC | President & CEO | Dec 2008–present | Private equity leadership; operating/financial expertise applicable to audit oversight |
| Border Media Partners, LLC | Co‑founder & CEO; Vice Chairman | CEO 2002–2007; Vice Chair through 2008 | Built Hispanic‑targeted radio business in Texas, contributing industry insight |
| Radio stations (various) | Owner/operator | Prior to 2002 | Operating experience in broadcasting |
| Oil field equipment exporter | Founder | Prior to 2002 | Cross‑border operations experience (Mexico) |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Time Warner Cable, Inc. | Director | 2006–2016 | Audit Committee member |
| Nielsen Holdings plc | Director (prior) | Not disclosed | Audit Committee member |
| Texas Charter Schools Association | Chairman of the Board | Current | Non‑profit governance |
| Teach for America (National Board) | Board member | Current | Non‑profit governance |
| Spellman College (trustee) | Trustee | Current | Non‑profit governance |
Board Governance
- Committee assignments (2024): Audit Committee member (Chair: Brian G. Kushner; members: Castro, Deborah A. Farrington) .
- Independence: Board determined all Audit Committee members are “independent” under SEC and NASDAQ rules; each meets NASDAQ financial literacy requirements .
- Attendance: Board held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings for the year . The Audit Committee met four times in 2024 .
- Governance practices: Independent Chairman; regular executive sessions of independent directors; director resignation policy adopted in March 2025 (majority vote standard in uncontested elections); “poison pill” not renewed in Feb 2025 .
- Risk oversight: Audit Committee specifically reviews financial reporting, internal control, and cybersecurity risks; Compensation and Nominating & Governance Committees oversee compensation risk and ESG/corporate responsibility, respectively .
Fixed Compensation
Director compensation structure is a mix of cash retainer and annual time‑based restricted share grants; no meeting fees (beyond chair fees) and no options.
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 | $100,000 |
| Stock Awards ($) | $100,000 | $100,000 |
| Option Awards ($) | $0 | $0 |
| Total ($) | $200,000 | $200,000 |
Additional chair fees (not applicable to Castro): Audit Chair $25,000; Compensation Chair $25,000; Nominating & Governance Chair $15,000; Chairman of the Board additional $40,000 cash and ~$80,491 additional restricted shares (structure disclosed for program context) .
Performance Compensation
- No performance‑based director equity (no PSUs); annual equity is time‑based restricted shares; no options .
- As of 12/31/2024, Castro held 7,268 unvested restricted shares (director grant program) .
| Metric | Weight | Threshold | Target | Actual | Payout |
|---|---|---|---|---|---|
| Performance metrics tied to director pay | N/A | N/A | N/A | N/A | None disclosed |
Other Directorships & Interlocks
| Relationship | Details | Implication |
|---|---|---|
| Prior affiliation overlap | Castro previously on Time Warner Cable’s board; current CMLS director Joan Hogan Gillman previously EVP at Time Warner Cable Media | Network tie may aid information flow; no current business conflict disclosed |
Expertise & Qualifications
- Skills matrix indicates Castro brings public company board experience, senior management, leadership, financial, media/broadcast expertise; digital/technology experience noted at board level .
- Years of service on CMLS board: 7 (as of 2025) .
- Age: 70 (as of 2025) .
- Audit‑relevant background (prior audit committee service; financial literacy) supports current Audit Committee role .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (Class A) | 101,446 shares |
| Percent of shares outstanding | <1% |
| Unvested restricted shares (as of 12/31/2024) | 7,268 shares |
| Options outstanding | None |
| Director stock ownership guidelines (adopted 2025) | Minimum holding equal to 3x annual cash retainer; measured using 60‑day average price; service‑based RS/RSUs count; options do not; no sales permitted during a six‑year compliance period starting March 4, 2025 . |
Governance Assessment
- Strengths: Independent Audit Committee member with prior audit committee experience at large public companies; attendance at least 75% with active committee participation; no reportable related‑party transactions in FY2024; Board instituted director stock ownership guidelines enhancing alignment; independent Board leadership with regular executive sessions .
- Watch items: Director compensation is purely time‑based equity plus cash (no performance linkage), which reduces direct pay‑for‑performance sensitivity for directors; Castro is not designated as the “audit committee financial expert” (Board designated Kushner and Farrington) though he meets independence and literacy standards .
- Red flags: None disclosed regarding related‑party transactions, option repricing, pledging/hedging, or attendance shortfalls beyond the ≥75% threshold .
Overall, Castro’s profile supports board effectiveness in audit oversight and media industry context; the newly adopted ownership guidelines materially improve director alignment and mitigate concerns about the lack of performance‑linked director pay .