You know, of course, that Chairman, President and CEO Lew Dickey Jr. is on the Board of Directors at Cumulus Media. But after all of the mergers in the past year, adding CMP and Citadel Broadcasting, with some major new investors, who all is on the ballot for election to the Cumulus Media board at the annual meeting on May 8th in Atlanta?
First off, no new directors are being added. Everyone up for election is already on the board, with the newest members having been added in September 2011.
Here are the members of the board:
Lewis W. Dickey, Jr., age 50, is the company’s Chairman, President and Chief Executive Officer, having held all three titles since December 2000. He was one of Cumulus Media’s founders and initial investors, and served as Executive Vice Chairman from March 1998 to December 2000. Dickey has over 28 years of experience in the radio broadcasting industry in a variety of strategic, operational and financing areas. Lew Dickey Jr. is the brother of John W. Dickey, the company’s Executive Vice President and Co-COO (but not a director).
Ralph B. Everett, age 60, has served as a director since July 1998. Since January 2007, he has served as the President and CEO of the Joint Center for Political and Economic Studies, a national, nonprofit research and public policy institution located in Washington, DC. Prior to 2007, and for more than 18 years, Everett had been a partner with the Washington, DC office of the law firm of Paul, Hastings LLP, where he headed the firm’s Federal Legislative Practice Group. He had previously worked in the U.S. Senate for more than a decade, including serving as a staff director and chief counsel of the Committee on Commerce, Science and Transportation.
Jeffrey A. Marcus, age 65, joined the board in September 2011. Marcus joined Crestview Partners, a private equity firm, in 2004, and currently serves as head of the Crestview Partners’ media and communications group. Prior to joining Crestview Partners, Marcus served in various positions in the media and communications industry, including as President and CEO of AMFM Inc. (formerly Chancellor Media Corporation), one of the nation’s largest radio broadcasting companies, and as founder and chief executive officer of Marcus Cable Company, a privately-held cable company.
Arthur J. Reimers, age 57, also joined the board in September 2011. Reimers has acted as an independent investor and business consultant since 2001. Prior to 2001, Mr. Reimers served in various positions with increasing seniority at Goldman, Sachs & Co., an investment banking firm, from 1981 to 2001, including as Managing Director from 1998 until his retirement in 2001. He serves on the boards of directors of FBR Capital Markets Corporation and Rotech Healthcare Inc.
Eric P. Robison, age 52, has served as a director since August 1999. He is currently the President and CEO of Lynda.com, an Internet-based software and education training company, which he joined in January 2008. From 2002 to 2008, he was President of IdeaTrek, Inc., a company that provides business consulting services. From 1994 to 2002, Mr. Robison was Vice President, Business Development at Vulcan Inc., the holding company that managed all personal and business interests for investor Paul G. Allen, where Mr. Robison managed various projects and analyzed investment opportunities.
Robert H. Sheridan, III, age 49, has been on the Cumulus board since July 1998. He is currently a partner at Ridgemont Equity Partners, a private equity firm that provides buyout and growth capital to closely-held private companies and new business platforms. Prior to joining Ridgemont Equity Partners in August 2010, Sheridan served as Managing Director, and Co-Head of the Americas, for BAML Capital Partners, the private equity and mezzanine group within Bank of America Corporation, since January 1998, and was a Senior Vice President and Managing Director of BA Capital, which was formerly known as NationsBanc Capital Corp.
David M. Tolley, age 44, has been on the board since January 2011. He is a private investor who previously was employed by Blackstone from 2000 until December 2011, most recently serving as Senior Managing Director. Prior to joining Blackstone, Tolley held a series of positions at Morgan Stanley & Co. He served as a director of Cumulus Media Partners LLC (CMP) from 2006 to August 2011, and is the former Chairman of the board of directors of New Skies Satellites Holdings Ltd.
Except of course for Dickey, the other six directors are all considered independent. Crestview holds a right to name the lead independent director – a post held by Jeff Marcus.
The non-employee directors of Cumulus Media were paid $30,000 last year, an additional $10,000 for serving on a committee, $1,500 for attending a meeting in person and $300 for attending by phone.
In addition, in May 2011, Everett, Robison and Sheridan each received a grant of 6,000 shares of restricted stock, while Tolley received a grant of 5,000 shares of restricted stock. The shares of restricted stock vest 50% on the second anniversary of the grant date and 25% on each of the two succeeding anniversaries thereof.
Following the Citadel acquisition, the payments for non-employee directors increased to $75,000 per year as of January 1, 2012, plus $25,000 for serving on a committee. Each will receive $100,000 of restricted stock grants each year.
As for the one director who is an employee, CEO Lew Dickey was paid a total of $19,889,797 in 2011. Most of that was an option award valued at $15.2 million as the company ballooned in size through its major acquisitions. Dickey got a base salary of $1,122,042, a cash bonus of $2 million and stock awards of $1,558,400.