Cumulus Media has put off reporting its Q4 and full year 2010 financial results until the middle of this month as the top folks in headquarters focus on hammering out a deal to acquire Citadel Broadcasting. But it looks like the numbers will be good, since the compensation committee of the board of directors at Cumulus has already awarded big performance bonuses to company executives.
CEO Lew Dickey, in accordance with his employment agreement, was awarded an annual bonus of $939,960, “of which $733,200 was awarded based on satisfaction of performance criteria established by the Compensation Committee at the beginning of 2010, and $206,760 was a discretionary award based upon an assessment of his individual and relative performance during 2010,” the company said Wednesday in an SEC filing. Dickey received $469,980 in cash and the rest as 96,506 shares of stock.
Dickey consulted with the compensation committee on the awards to other executives.
John W. Dickey, Executive Vice President and Co-COO, received $290,000, consisting of $145,000 in cash and 29,775 shares of stock. Jon G. Pinch, Executive Vice President and Co-COO received $240,000, consisting of $120,000 in cash and 24,641 shares of stock. J.P. Hannan, Senior Vice President, Treasurer and CFO received $100,000, consisting of $50,000 in cash and 10,267 shares of stock. And Richard S. Denning, Senior Vice President, Secretary and General Counsel received $75,000, consisting of $37,500 in cash and 7,701 shares of stock.
The awards were made February 24th when the Cumulus stock price was $4.87, so the execs are already ahead on that front. The stock closed Tuesday (3/1) at $5.05.
In addition to those bonuses, the compensation committee made awards of restricted stock awards to the top executives. The restricted shares vest 50% two years after the February 24th award date and 25% each of the next two anniversaries after that, so all will be vested by February 24, 2015. John Dickey was awarded 80,000 of the restricted shares; Pinch 50,000; Hannan 15,000; and Denning 25,000.
Yes, Lew Dickey also got restricted shares, 320,000 in all. 160,000 are time-vested on the same schedule as the other execs and 160,000 are performance-based shares under the terms of his employment agreement which will vest on February 24, 2014.
And there’s more.
“The Compensation Committee also reviewed the three-year performance criteria established in February 2008 for the 160,000 performance-based shares of restricted stock awarded to Mr. L. Dickey on February 8, 2008. The vesting conditions for those restricted shares required that the Company achieve specified financial performance targets for the three-year period ending December 31, 2010. The specified threshold was not achieved for that cycle. Nevertheless, the Compensation Committee determined that in light of the unprecedented adverse developments in the economy in general, and the radio industry in particular, particularly during 2008 and 2009, it would be appropriate to modify the performance requirements and extend the vesting period so that Mr. L. Dickey would retain the ability to achieve vesting on those shares of restricted stock if the revised performance criteria were achieved. Accordingly, and effective as of February 24, 2011, the terms of Mr. L. Dickey’s 2008 performance-based restricted stock award of 160,000 shares were amended to provide that those shares would vest in full on February 24, 2014 if the Company achieves specified financial performance targets for the three year period ending December 31, 2013.”
RBR-TVBR observation: We’re all still waiting anxiously for the exact terms of the Citadel deal to be put down on paper and signed. Then we’ll see how close Bishop Cheen and Davis Hebert were with their calculations of the total price and multiple.