UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

CUMULUS MEDIA INC.

(Name of Registrant as Specified in itsIts Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CUMULUS MEDIA INC.

AnnualSpecial Meeting of Stockholders

June 9, 2016

Notice of Meeting and Proxy Statement

3280 Peachtree Road, N.W.

Suite 2300

Atlanta, Georgia 30305

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

To Be Held On June 9,October 12, 2016

To the Stockholders of Cumulus Media Inc.:

The 2016 AnnualYou are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Cumulus Media Inc., a Delaware corporation (“Cumulus Media,” “we”(the “Company” or the “Company”“our”), which will be held at 2 Penn Plaza, Floor 17, New York, New York 10121,the Company’s offices, 3280 Peachtree Road, N.W., Atlanta, Georgia 30315, on June 9,October 12, 2016 at 8:9:00 a.m., local time, fortime. During this meeting, stockholders will vote on the following purposes:items:

(1) to elect seven directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified;

(2) to approve, on an advisory basis, the compensation paidamendment to the Company’s named executive officers;

(3)Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to ratify(i) effect a reverse stock split (the “Reverse Stock Split”) of our Class A common stock, Class B common stock and Class C common stock (collectively, the appointment“Common Stock”) at a ratio of PricewaterhouseCoopers LLP asone (1) share of the Company’s independent registered public accounting firmapplicable class of Common Stock for 2016;each eight (8) shares of the same class of Common Stock (the “Reverse Stock Split Ratio”) and (ii) if and when the Reverse Stock Split is effected, reduce the number of authorized shares of our Common Stock by the Reverse Stock Split Ratio; and

(4)(2) an adjournment of the Special Meeting from time to transact such other business as may properly come beforetime, if necessary or advisable (as determined by the annual meeting or any postponement or adjournment thereof.Company) to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split.

Only holders of record of shares of the Company’sour Class A common stock or Class C common stock at the close of business on April 22,September 9, 2016 are entitled to notice of, and to vote at, the annual meetingSpecial Meeting or any postponement or adjournment thereof.

Holders of a majority of the outstanding voting power represented by the outstanding shares of the Company’sour Class A common stock and Class C common stock, voting together as a single class, must be present in person or by proxy in order for the meetingSpecial Meeting to be validly held. Our Board of Directors recommends that you voteFOR each of the director nominees,FOR the approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, andFOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016. We urge you to date, sign and return the accompanying proxy card in the enclosed envelope, or vote your shares by telephone or viathrough the Internet, as soon as possible, whether or not you expect to attend the annual meetingSpecial Meeting in person. If you attend the annual meetingSpecial Meeting and wish to vote your shares in person, you may do so by validly revoking your proxy at any time prior to the vote.

This notice, the proxy statement and the accompanying proxy card are being distributed to stockholders and made available on the Internet commencing on or about April 29,September 19, 2016.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 9, 2016

The proxy statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 are available at www.envisionreports.com/CMLS. If you need directions to the 2016 Annual Meeting of Stockholders, please call (404) 949-0700.

Mary G. BernerRichard S. Denning

President and Chief Executive OfficerCorporate Secretary

April 29,September 16, 2016

TABLE OF CONTENTS

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SPECIAL MEETING PROXY STATEMENT

GENERAL INFORMATION REGARDING THE ANNUAL MEETING

This Special Meeting Proxy Statement; Date, Time and PlaceStatement (this “Proxy Statement”) is being furnished to stockholders of Annual Meeting

We are furnishing this proxy statementCumulus Media Inc., a Delaware corporation (the “Company,” “we” or “our”), in connection with the solicitation of proxies by ourthe Board of Directors (the “Board”) of the Company for use at our 2016 annual meetingthe Company’s Special Meeting of stockholdersStockholders (the “annual meeting”“Special Meeting”) to be held at the Company’s offices, 3280 Peachtree Road, N.W., Atlanta, Georgia 30315, on June 9,October 12, 2016 at 8:9:00 a.m., local time, at 2 Penn Plaza, Floor 17, New York, New York 10121, orand at any adjournmentpostponements or postponement of that meeting. At the annual meeting, stockholders will be asked to consider and vote on the items of business listed and described inadjournments thereof. The proxy materials, including this proxy statement. This proxy statementProxy Statement and the accompanying proxy card, are first being distributed to our stockholders and made available on the Internet on or about April 29,September 19, 2016.

Record Date; Quorum; Outstanding CommonAs stated in the accompanying Notice of Special Meeting of Stockholders, we will hold the Special Meeting to:

Our By-Laws provide that only business within the purpose described in the meeting notice may be conducted at a special meeting of stockholders.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: This Proxy Statement is available at: www.investorvote.com/CMLS.

You may vote your shares prior to the Special Meeting by following the instructions provided in this Proxy Statement and the enclosed proxy card.

The record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting is the close of business on September 9, 2016. All holders of record of outstanding shares of Class A Common Stock and Class C Common Stock as of the close of business on April 22, 2016 (the “Record Date”)the Record Date are entitled to receive notice of, and to vote at, the annual meeting.Special Meeting. If your shares are held in “street name” through a bank, broker or other nominee, you must obtain a proxy card from your bank, broker or other nominee in order to be able to vote your shares at the annual meeting. As ofSpecial Meeting. On the Record Date, there werewe had 233,798,935 outstanding shares of our Class A common stockCommon Stock, no outstanding shares of Class B Common Stock and 644,871 outstanding shares of our Class C common stock outstanding.Common Stock. Each outstanding share of Class A common stock outstandingCommon Stock on the Record Date is entitled to one vote for each of the seven director nominees and one vote on each other matter to be acted on at the annual meeting,proposal listed in this Proxy Statement and each outstanding share of Class C common stockCommon Stock on the Record Date is entitled to ten votes on each proposal listed in this Proxy Statement.

VOTING INSTRUCTIONS

A proxy is a legal designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written or electronic document, that document is also called a proxy, a proxy card or a form of proxy. A proxy card for you to use in voting at the Special Meeting accompanies this Proxy Statement. You may also vote by telephone or through the Internet as follows:

If you vote through the Internet, you may incur costs such as data and Internet access charges for which you will be responsible. The telephone and Internet voting facilities for stockholders of record will close on October 12, 2016 at 1:00 a.m., Central Time. The telephone and Internet voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded.

All properly executed proxies that are received prior to, or at, the Special Meeting and not revoked (and all shares properly voted by telephone or through the Internet) will be voted in the manner specified. If you execute and return a proxy card, and do not specify otherwise, the shares represented by your proxy will be votedFOR each of Proposal 1 and Proposal 2.

If your shares are held in “street name” through a bank, broker or other nominee, you should follow the seven director nomineesinstructions for voting on the form provided by your bank, broker or other nominee. You may submit voting instructions by telephone or through the Internet or, if you received your proxy materials by mail, you may complete and mail a proxy card to your bank, broker or other nominee. If you provide specific voting instructions by telephone, through the Internet or by mail, your bank, broker or other nominee will vote your shares as you have directed.

If you receive more than one proxy card or voting instruction form, it means your shares are registered differently or are held in more than one account at the transfer agent and/or with banks, brokers or other nominees.

We strongly encourage you to submit your proxy and exercise your right to vote as a stockholder. Please vote all of your shares.

CHANGING A PRIOR VOTE OR REVOKING A PROXY

If you have given a proxy or voted by telephone or through the Internet pursuant to this proxy solicitation, you may nonetheless revoke your proxy or vote by attending the Special Meeting and voting in person. In addition, you may revoke any proxy you give before the Special Meeting by voting by telephone or through the Internet at a later date (in which case only the last vote will be counted) prior to 1:00 a.m., Central Time on October 12, 2016, by delivering a written statement revoking the proxy or vote or by delivering a duly executed proxy bearing a later date to Richard S. Denning, Corporate Secretary, at our principal executive offices, 3280 Peachtree Road, N.W., Suite 2300, Atlanta, Georgia 30305, so that it is received prior to the Special Meeting, or by voting at the Special Meeting itself prior to the closing of the polls. If you have executed and delivered a proxy to us or voted by telephone or through the Internet, your attendance at the Special Meeting will not, by itself, constitute a revocation of your proxy or prior vote.

If your shares are held in “street name” through a bank, broker or other nominee, you should follow the instructions for changing or revoking your vote on the proxy card provided by your bank, broker or other nominee.

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VOTES REQUIRED FOR APPROVAL

Votes Required

Each outstanding share of Class A Common Stock is entitled to one vote on each of Proposal 1 and Proposal 2. Each outstanding share of Class C Common Stock is entitled to ten votes on each other matterof Proposal 1 and Proposal 2.

Proposal 1 — the approval and adoption of an amendment to the Certificate of Incorporation to (i) effect the Reverse Stock Split at the Reverse Stock Split Ratio and (ii) if and when the Reverse Stock Split is effected, reduce the number of authorized shares of our Common Stock by the Reverse Stock Split Ratio, will require the affirmative vote of a majority of the votes entitled to be acted oncast at the annual meeting. OnSpecial Meeting.

Proposal 2 — the Record Date, there were 240,247,645 votes representedapproval of the adjournment of the Special Meeting from time to time, if necessary or advisable (as determined by the outstandingCompany), to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split, will require the affirmative vote of a majority of the votes present and entitled to be cast at the Special Meeting.

Discretionary Voting of Shares Held in “Street Name”

If your shares of Class A common stock andCommon Stock or Class C common stock. Common Stock are held in “street name” through a bank, broker or other nominee, you will receive instructions from the registered holder describing how to direct the registered holder to vote your shares.

We believe that your bank, broker or other nominee may be able to vote your “street name” shares on Proposal 1 — the approval and adoption of an amendment to the Certificate of Incorporation to effect the Reverse Stock Split and, if and when the Reverse Stock Split is effected, reduce the number of authorized shares of our Common Stock by the Reverse Stock Split Ratio and Proposal 2 — the adjournment of the Special Meeting, in their discretion if you do not give them voting instructions, although they will not be required to do so. See “Quorum Required; Abstentions and “Broker Non-Votes” and Their Effects” below.

Quorum Required; Abstentions and “Broker Non-Votes” and Their Effects

Quorum Required.The presence in person or by proxy of holders of a majority of the voting power represented by ourthe outstanding shares of Class A common stockCommon Stock and Class C common stock,Common Stock, voting together as a single class, is required to constitute a quorum for the transaction of business at the annual meeting.Special Meeting.

Abstentions and “Broker Non-Votes”.Abstentions and “broker non-votes” will be treated as present for purposes of determining a quorum. A “broker non-vote” occurs when a registered holder (such as a bank, broker or other nominee) holding shares in “street name” for a beneficial owner does not vote on a particular proposal because the registered holder does not have discretionary voting power for that particular proposal and has not received voting instructions from the beneficial owner. Banks, brokers or other nomineesholder. As noted above, we believe that have not received voting instructions from their clients cannot vote on their clients’ behalf on the election of directors or the approval, on an advisory basis, of the compensation paid to our named executive officers, which is sometimes referred to as the “advisory vote on executive compensation” or the “say-on-pay” vote, but may (but are not required to) vote their clients’ shares on the proposal to ratify the appointment of our independent registered public accounting firm.

If a quorum is not present at the scheduled time of the annual meeting, the chairman of the meeting may adjourn or postpone the annual meeting until a quorum is present. The time and place of the adjourned or postponed annual meeting will be announced at the time the adjournment or postponement is taken, and, unless such adjournment or postponement is for more than 30 days, no other notice will be given. An adjournment or postponement will have no effect on the business thatyour broker may be conducted at the annual meeting.

Voting Rights; Vote Required for Approval

Each share of Class A common stock outstanding is entitled to one vote for each of the seven director nomineesyour shares without your instructions on Proposal 1 and one vote on each other matter toProposal 2, although such registered holder will not be acted on at the annual meeting, and each share of Class C common stock is entitled to ten votes for each of the seven director nominees and ten votes on each other matter to be acted on at the annual meeting. Cumulative voting for director nominees is not allowed.

The affirmative vote of a majority of the votes entitled to be cast and represented at the annual meeting is required to elect each director nominee, to approve the advisory vote on executive compensationsuch shares.

Abstentions and to ratify the appointment of our independent registered public accounting firm for 2016. Votes withheld from the election of directors and abstentions with respect to the approval of the advisory vote on executive compensation and the

ratification of the appointment of our independent registered public accounting firm for 2016“broker non-votes”, if any, will have the same effect as a vote against such director or such proposal, but broker non-votes will not be considered to be votes entitled to be cast and will have no effect on the outcome of the vote on the election of directors or the approval of the advisory vote on executive compensation.

Voting and Revocation of Proxies

A proxy is a legal designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written or electronic document, that document is also called a proxy, a proxy card or a form of proxy. A proxy card for you to use in voting at the annual meeting accompanies this proxy statement. You may also vote by telephone or by the Internet as follows:

All properly executed proxies that are received prior to, or at, the annual meeting and not revoked (and all shares properly voted by telephone or the Internet) will be voted in the manner specified. If you execute and return a proxy card, and do not specify otherwise, the shares represented by your proxy will be votedFOReach of the director nominees,FOR the advisory approval of executive compensationProposal 1 andFOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016.

If you have given a proxy or voted by telephone or the Internet pursuant to this solicitation, you may nonetheless revoke that proxy or vote by attending the annual meeting and voting in person. In addition, you may revoke any proxy you give before the annual meeting by voting by telephone or the Internet at a later date (in which case only the last vote will be counted) prior to 1:00 a.m. Central Time on June 9, 2016, by delivering a written statement revoking the proxy or vote or by delivering a duly executed proxy bearing a later date to Richard S. Denning, Corporate Secretary, at our principal executive offices, 3280 Peachtree Road, N.W., Suite 2300, Atlanta, Georgia 30305, so that it is received prior to the annual meeting, or by voting at the annual meeting itself prior to the closing of the polls. If you have executed and delivered a proxy to us or voted by telephone or the Internet, your attendance at the annual meeting will not, by itself, constitute a revocation of your proxy.

Solicitation of Proxies and Householding

We will bear the cost of the solicitation of proxies. We will solicit proxies initially by mail. Further solicitation may be made by our directors, officers and employees personally, by telephone, facsimile, e-mail or otherwise, but they will not be compensated specifically for these services. We have retained D.F. King & Co., Inc. to assist with the solicitation of proxies for a fee of $6,500 plus reimbursement of out of pocket expenses. Upon request, we will reimburse brokers, dealers, banks or similar entities acting as nominees for their reasonable expenses incurred in forwarding copies of the proxy materials to the beneficial owners of the shares of common stock they hold of record.

From time to time, we, and if you hold your shares in street name, your bank, broker or other nominee, may participate in the practice of “householding” proxy soliciting material. This means that if you reside in the same household as other stockholders of record or beneficial owners of our common stock, you may not receive your own copy of our proxy materials, even though each stockholder receives his or her own proxy card. If your household received one set of proxy materials and you are a stockholder of record who would like to receive additional copies of our proxy materials, you may request a duplicate set by contacting our Corporate Secretary at our principal executive offices, 3280 Peachtree Road, N.W., Suite 2300, Atlanta, Georgia 30305 or at the following telephone number: (404) 949-0700. If you share an address with other stockholders of record and your household received multiple sets of proxy materials, and you would like for your household to receive a single

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copy of our proxy materials, you may make such a request by contacting our Corporate Secretary at our principal executive offices listed above. If you hold your shares in street name, please contact your bank, broker or other nominee directly to request a duplicate set of proxy materials or to reduce the number of copies of our proxy materials that are sent to your household.

Other Matters

Except for the votes on the proposals described in this proxy statement, no other matter is expected to come before the annual meeting. If any other business properly comes before the annual meeting, the persons named as proxies will vote in their discretion to the extent permitted by law. Proposal 2.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

Pursuant to our Third Amended and Restated Certificate of Incorporation (the “Charter”) and our Amended and Restated By-laws (the “By-laws”), members of the board of directors (the “Board of Directors” or the “Board”) are elected or appointed to a term which expires at the next successive annual meeting of stockholders and when their successors are elected and qualified. Each current director was elected by our stockholders at our 2015 annual meeting of stockholders.

The director nominees have all been nominated for election by our Board of Directors, upon the recommendation of the Nominating Committee of the Board. If elected, each of the director nominees will serve until the 2017 annual meeting of stockholders or until each is succeeded by another qualified director who has been duly elected or appointed. Our Board of Directors has no reason to believe that any of the individuals nominated will be unable or unwilling to serve as directors. If for any reason any of these individuals becomes unable or unwilling to serve before the annual meeting, it is expected that the persons named in the proxy will vote for the election of such other persons as our Board of Directors may recommend.

In connection with our 2011 acquisition of Citadel Broadcasting Corporation (“Citadel”), we entered into a stockholders’ agreement (as amended, the “Stockholders’ Agreement”). As of the date hereof, BA Capital Company, L.P. (“BA Capital”), Lewis W. Dickey, Jr., our Vice Chairman, and certain other members of his family (collectively, the “Dickeys”), and Crestview Radio Investors, LLC (“Crestview”) are the stockholders with remaining rights or obligations under the Stockholders’ Agreement. The Stockholders’ Agreement currently provides that Crestview has the right to designate two individuals for nomination to the Board of Directors, one of whom will be appointed as our Chairman of the Board, and the Dickeys have the right to designate one individual for nomination to the Board of Directors. Further, the parties to the Stockholders’ Agreement (other than the Company) have agreed to support the director nominees who are designated by the relevant stockholders and are presented to the Company’s stockholders for approval at stockholder meetings. Unless waived, each stockholder party’s respective director nomination rights under the Stockholders’ Agreement generally survives for so long as that stockholder continues to own a specified percentage of the Company’s stock, subject to certain exceptions. Messrs. Marcus and Cassidy are currently Crestview’s designees to our Board of Directors and Mr. Lewis W. Dickey, Jr. is the Dickeys’ designee to our Board of Directors.

Detailed information about each of the director nominees is provided below.

Jeffrey A. Marcus, age 69, has served as a member of our Board of Directors since September 2011 and as our Chairman since April 2015. From September 2011 to April 2015, Mr. Marcus served as our lead independent director. Mr. Marcus joined Crestview Partners, a private equity firm, in 2004, and currently serves as head of the Crestview Partners’ media and communications investment strategy. Prior to joining Crestview Partners, Mr. Marcus served in various positions in the media and communications industry, including as President and Chief Executive Officer 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. Mr. Marcus is currently a director of Camping World/Good Sam Enterprises and NEP Group, Inc., and is the Chairman of WOW! In the last five years, Mr. Marcus also served as a director of Charter Communications, Inc. and DS Services of America, Inc.

Mr. Marcus brings a diverse financial and business management background to the Chairman role on our Board of Directors, as evidenced by the variety of senior management positions he has held throughout his career in the media and communications industry. This history and experience contributes to his leadership of the Board of Directors and service on its committees through significant insight into a number of functional areas critical to Cumulus. Mr. Marcus has also served as a member of several boards of directors, which allows him to leverage his experience for the further benefit of the Company.

Mary G. Berner, age 56, has served as our Chief Executive Officer since October 2015 and as one of our directors since May 2015. She was also appointed as our President in March 2016. Prior to being appointed as Chief Executive Officer in October 2015, Ms. Berner served as President and Chief Executive Officer of MPA-

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The Association of Magazine Media, which is the industry association for multi-platform magazine media companies, since September 2012. From 2007 to 2011, she served as Chief Executive Officer of Reader’s Digest Association, a global media and direct marketing company, and a member of the board. While at Reader’s Digest Association, Ms. Berner successfully led that company through a restructuring of its debt in a voluntary pre-arranged reorganization under Chapter 11 of the U.S. Bankruptcy Code in under eight months, emerging from bankruptcy protection in February 2010. Nearly two years after Ms. Berner resigned from Reader’s Digest Association, that company again filed for bankruptcy protection under Chapter 11 in February 2013. Before that, from November 1999 until January 2006, she led Fairchild Publications, Inc., first as President and Chief Executive Officer and then as President of Fairchild and as an officer of Condé Nast. She has also held leadership roles at Glamour, TV Guide, W, Women’s Wear Daily, Every Day with Rachael Ray and Allrecipes.com. Ms. Berner has served on numerous industry and not-for-profit boards. Ms. Berner received her Bachelor of Arts degree in History from the College of Holy Cross (Massachusetts).

Ms. Berner, who has gained significant operational and strategic knowledge of our Company as President and Chief Executive Officer, has over 30 years of senior executive experience in the media and advertising industry allowing her to add significant strategic perspective to the Board. In addition, her track record of overseeing revenue growth in the companies she has led, as well as her expertise managing businesses in transition is important as we position ourselves for future growth and success.

Brian Cassidy, age 42, has served as one of our directors since May 2014. Mr. Cassidy is a Partner at Crestview Partners, a private equity firm, having joined the firm in 2004. He focuses on Crestview’s media investment strategy. Mr. Cassidy is currently a director of Crestview portfolio companies Camping World/Good Sam Enterprises, NEP Group, Inc., Interoute Communications Holdings and WOW! He is also responsible for monitoring the firm’s investment in CORE Media Group and was previously involved with ValueOptions, Inc., OneLink Communications, Charter Communications, Inc. and Insight Communications. Prior to joining Crestview, Mr. Cassidy worked in private equity at Boston Ventures, where he invested in companies in the media and communications, entertainment and business services industries. He also worked for one year as the acting CFO of a portfolio company. Mr. Cassidy was also an investment banking analyst at Alex. Brown & Sons, where he completed a range of financing and M&A assignments for companies in the consumer and business services sectors. Mr. Cassidy received an M.B.A. from the Stanford Graduate School of Business and an A.B. in Physics from Harvard College.

Mr. Cassidy brings significant financial acumen and an understanding of risk and capital-related matters as a result of his professional experience, which are critical to our success and important to the Board of Directors. In addition, Mr. Cassidy has significant knowledge and experience working with companies in the media and communications industries, which provides a valuable, industry-focused skill set to the Board of Directors.

Lewis W. Dickey, Jr., age 54, has served on the Board of Directors since 1998, including as our Vice Chairman since October 2015. From December 2000 to October 2015, Mr. Dickey served as our Chairman, President and Chief Executive Officer. Mr. Dickey was co-founder of, and an initial investor in Cumulus, and served as our Executive Vice Chairman from March 1998 to December 2000. Prior to co-founding Cumulus, Mr. Dickey was a nationally regarded consultant on media strategy and the author of The Franchise — Building Radio Brands, published by the National Association of Broadcasters, one of the industry’s leading texts on competition and strategy. Mr. Dickey also served multiple terms as a member of the National Association of Broadcasters Radio board of directors.

Mr. Dickey has over 30 years of experience in the radio broadcasting industry in a variety of strategic, operational and financing areas. As a founder of Cumulus Media, Mr. Dickey was instrumental in our development and growth. His prior service as our Chairman and Chief Executive Officer has resulted in his having significant knowledge of the opportunities and challenges associated with our business. Among other things, he brings to our Board of Directors an extensive background in station acquisitions, integration and management. Mr. Dickey’s familiarity with us, our industry and various market participants makes him uniquely qualified serve on our Board of Directors.

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Ralph B. Everett, age 64, has served as one of our directors since July 1998. Mr. Everett is a Senior Industry and Innovation Fellow at Georgetown University Center for Business and Public Policy. From January 2007 until his retirement in January 2014, Mr. Everett served as the President and Chief Executive Officer of the Joint Center for Political and Economic Studies, a national, nonprofit research and public policy institution located in Washington, D.C. Prior to 2007, and for eighteen years, Mr. Everett had been a partner with the Washington, D.C. office of the law firm 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. In 1998, Mr. Everett was appointed by President Clinton as United States Ambassador to the 1998 International Telecommunication Union Plenipotentiary Conference. In the same year, he led the U.S. delegation to the Second World Telecommunication Development Conference in Malta, joining participants from more than 190 nations. He is also a member of the Board of Visitors of Duke University Law School and serves on the boards of Independent Sector and The National Coalition on Black Civic Participation. In addition, Mr. Everett served on the board of Star Scientific, Inc. from December 2012 to December 2013.

Mr. Everett has nearly four decades of leadership experience in politics and public policy, and also possesses an extensive legal background, particularly in FCC and radio broadcasting matters. In addition, Mr. Everett’s management experience as a chief executive officer of a public policy institute focused on political and economic matters provides a valuable perspective to our Board of Directors.

Alexis Glick, age 43, has served as one of our directors since February 2013. Ms. Glick is currently the chief executive officer of GENYOUth Foundation, a non-profit organization dedicated to fighting childhood obesity, a position she has held since February 2011. Prior thereto, Ms. Glick served as Vice President of Fox Business News, which she helped launch and where she anchored various business news programs. Prior to joining Fox Business News in 2006, she was a correspondent and anchor for both NBC and CNBC. Earlier in her career, Ms. Glick was an executive at Morgan Stanley, where she headed floor operations at the New York Stock Exchange.

Ms. Glick’s experience in branding, media and finance makes her a valuable member of our Board of Directors, and allows her to bring a unique perspective to the Compensation Committee. Her experience with various aspects of a large media company as well as her financial background and management roles with Morgan Stanley, Fox Business News and the GENYOUth Foundation enhance Ms. Glick’s value as a member of the Board of Directors and the Compensation and Nominating Committee.

David M. Tolley, age 48, has served as one of our directors since January 2011, having originally joined the Board of Directors as a designee of Blackstone pursuant to the Stockholders’ Agreement. Mr. Tolley 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, Mr. Tolley held a series of positions at Morgan Stanley & Co. He served as a director of Cumulus Media Partners, LLC from 2006 to August 2011, is currently a director of Beech Holdings LLC, and is the former Chairman of the board of directors of New Skies Satellites Holdings Ltd.

Mr. Tolley has over fifteen years of experience in private equity investments and investment banking, with extensive experience in mergers, acquisitions and financings. He has particular experience in the telecommunications and media sectors. His competence in critical financial analysis and strategic planning, and vast experience in both transactions in, and overseeing operations of, numerous companies in the telecommunications and media industries, bring essential skills and a unique perspective to the Board of Directors and to his service on the Audit and Nominating Committees.

Recommendation of the Board of Directors

Your Board of Directors unanimously recommends a vote FOR each of the director nominees.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

The Board of Directors is elected by our stockholders to oversee our business and affairs and to assure that the long-term interests of our stockholders are being served. Our business is conducted by our employees, managers and officers under the direction of the Chief Executive Officer, and with the oversight of the Board of Directors.

The Board of Directors held eight meetings during 2015. Each director attended at least 75% of the meetings of the Board of Directors and the committees on which he or she served, during the period that he or she served. During the intervals between scheduled meetings, the Board periodically is updated by management on business, operational and strategic developments, and engages in active discussions about such developments. We do not have a formal policy regarding attendance by directors at our annual meetings of stockholders, but we encourage all incumbent directors, as well as all director nominees, to attend the annual meeting. All director nominees attended last year’s annual meeting of stockholders.

Director Independence

Our Board of Directors has reviewed the standards of independence for directors established by applicable laws and regulations, including the current listing standards of the NASDAQ Marketplace Rules, and has reviewed and evaluated the relationships of the directors with us and our management. Based upon this review and evaluation, our Board of Directors has determined that none of the current non-employee members of the Board of Directors has a relationship with us or our management that would interfere with such director’s exercise of independent judgment, and that each non-employee member of the Board of Directors is “independent” as such term is defined under the NASDAQ marketplace rules, other than Mr. Dickey, who served as our President and Chief Executive Officer until October 2015. The independent directors meet periodically in executive sessions.

Board of Directors Leadership Structure

Through April 2015, Mr. Lewis W. Dickey, Jr., who was then serving as our President and Chief Executive Officer, also served as our Chairman. In connection with the April 2015 amendment to the Stockholders’ Agreement, Crestview’s right to have one of its designees appointed to serve as lead director was converted into a right to have one such designee appointed as Chairman of the Board of Directors. As a result, at that timeand in light of, among other things, the significant operational demands facing the Company which required substantially all of the President and Chief Executive Officer’s professional time and attention, Mr. Marcus was appointed as Chairman of the Board of Directors.

As Chairman of the Board of Directors, Mr. Marcus’s responsibilities include, among others:

Ms. Berner assumed the role of Chief Executive Officer in October 2015 and the added role of President in March 2016. In light of the ongoing challenging general economic, business and competitive environment, the separation of the Chairman and Chief Executive Officer roles remains appropriate as it enhances appropriate oversight of management by the Board of Directors, Board independence, and accountability to our stockholders.

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We believe that the foregoing structure and responsibilities, when combined with the Company’s other governance policies and procedures, provide appropriate opportunities for oversight, discussion and evaluation of decisions and direction from the Board of Directors.

Committees of the Board of Directors

The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating Committee. Each committee operates pursuant to a written charter in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002, the related rules of the Securities and Exchange Commission (the “SEC”) and the NASDAQ Marketplace Rules.Copies of these charters are available on our corporate website, at www.cumulus.com.

The Audit Committee.    The purpose of the Audit Committee is to assist our Board of Directors in fulfilling its oversight responsibilities with respect to:

The Audit Committee is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements on behalf of our Board of Directors. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm (including resolution of any disagreements between our management and our independent registered public accounting firm regarding financial reporting), and our independent registered public accounting firm reports directly to the Audit Committee.

The Audit Committee met six times in 2015. The members of the Audit Committee during 2015 were David M. Tolley (Chairman), Mary G. Berner (until her appointment as our Chief Executive Officer), Brian Cassidy, Ralph B. Everett (beginning in October following the appointment of Ms. Berner as our Chief Executive Officer), and Robert H. Sheridan, III (until his retirement in May 2015). Our Board of Directors has determined that each Audit Committee member is “independent,” as such term is defined under the rules of the SEC and the NASDAQ Marketplace Rules applicable to audit committee members, and meets the financial literacy requirements of the NASDAQ Marketplace Rules. No member of the Audit Committee participated in the preparation of our or our subsidiaries’ financial statements at any time during the past three years. In addition, our Board of Directors has determined that each of Messrs. Tolley and Cassidy (1) is an “audit committee financial expert,” as such term is defined under the rules of the SEC, and (2) meets the NASDAQ Marketplace Rules’ professional experience requirements. In making such determination, the Board of Directors took into consideration, among other things, the express provision in Item 407(d) of SEC Regulation S-K that the determination that a person has the attributes of an audit committee financial expert shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Audit Committee and the Board of Directors, nor shall it affect the duties and obligations of other Audit Committee members or the Board of Directors.

The Compensation Committee.    The Compensation Committee oversees the determination of all matters relating to employee compensation and benefits and specifically reviews and approves salaries, bonuses and equity-based compensation for our executive officers.

Our Board of Directors has delegated specifically to the Compensation Committee the following areas of responsibilities:

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The Compensation Committee generally consults with management in addressing executive compensation matters. Subject to applicable parameters in various employment agreements entered into with our executive officers, our Chief Executive Officer, based on the performance evaluations of the other executive officers, recommends to the Compensation Committee compensation for those executive officers. The executive officers, including our Chief Financial Officer, also provide recommendations to the Compensation Committee from time to time regarding key business drivers included in compensation program design, especially incentive programs, which may include defining related measures and explaining the mutual influence on or by other business drivers and the accounting and tax treatment relating to certain awards. Our Chief Executive Officer also provides regular updates to the Compensation Committee regarding current and anticipated performance outcomes, including the impact on executive compensation. The Compensation Committee has the authority to retain compensation consultants from time to time as it deems appropriate. For additional information about the Compensation Committee’s process and its role, as well as the role of executive officers, in determining executive compensation, see “Executive Compensation — Compensation Discussion and Analysis.”

The Compensation Committee met five times in 2015. In between scheduled meetings, the members of the Compensation Committee receive periodic updates and are active in ensuring that the Company’s compensation programs remain consistent with marketplace developments and Company performance. The members of the Compensation Committee during 2015 were Jeffrey A. Marcus (Chairman), Alexis Glick and Ralph B. Everett. Each of the members of the Compensation Committee is “independent,” as such term is defined under the NASDAQ Marketplace Rules.

The Nominating Committee.    The Nominating Committee is responsible for:

The Nominating Committee met two times in 2015. The members of the Nominating Committee during 2015 were Jeffrey A. Marcus (Chairman), Alexis Glick and David M. Tolley. Each of the members of the Nominating Committee is “independent,” as such term is defined under the NASDAQ Marketplace Rules.

Risk Oversight

Our Board of Directors as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committee, which reports on its deliberations to the full Board of Directors (except for those risks that require risk oversight solely by independent directors) as further described below. The Board of Directors believes that this structure for risk oversight is appropriate and, as only independent directors serve on the Board of Directors’ standing committees, the independent directors have full access to all available information for risks that may affect us.

The Audit Committee is specifically charged with reviewing and discussing risk management (primarily financial and internal control risk), and receives regular reports from management (including legal and financial representatives), independent auditors, internal audit and outside legal counsel on risks related to, among other things, our financial controls and reporting, covenant compliance under our various financing and other agreements and cost of capital. The Compensation Committee considers risks related to the Company’s compensation policies and programs, and makes recommendations to the Board of Directors with respect to whether those compensation policies and programs are properly implemented to discourage inappropriate risk-taking, and is regularly advised by management (including legal and financial representatives) and outside legal counsel. In addition, the Company’s management, including the Company’s General Counsel, regularly

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communicates with the Board of Directors regarding important risks that merit its review and oversight, including regulatory risk and risks stemming from periodic litigation or other legal matters in which we are involved. Further, we believe that our recently adopted structure separating Chairman and Chief Executive Officer roles more efficiently and appropriately allows for identification and assessment of issues that should be brought to the Board of Directors’ attention.

Director Nomination Process

The purposes of the Nominating Committee include, among other things, indentifying individuals qualified to become Board members and recommending candidates to the Board to fill new or vacant positions. In recommending candidates, the Nominating Committee considers such factors as it deems appropriate, consistent with criteria approved by the Board and as described in more detail below.

The Nominating Committee does not maintain a formal process for identifying and evaluating nominees for director. Historically, director candidates had been first identified by evaluating the current members of our Board of Directors. If a member whose term is expiring at the next succeeding annual meeting of stockholders no longer wished to continue in service, or if our Board of Directors decided not to re-nominate such member, the Nominating Committee would then determine, consistent with the Stockholders’ Agreement as applicable, whether to commence a search for qualified individuals meeting the criteria discussed below.

The Nominating Committee evaluates all candidates based upon, among other factors, a candidate’s financial literacy, knowledge of our industry and other organizations of comparable size, other relevant background experience, judgment, skill, integrity, the interplay of a candidate’s experience with the experience of other Board members, status as a stakeholder, “independence” (for purposes of compliance with the rules of the SEC and the NASDAQ Marketplace Rules), and willingness, ability and availability for service. There are no stated minimum criteria for director nominees, although the Nominating Committee may also consider such other factors as it may deem are in the best interests of us and our stockholders. The Nominating Committee considers diversity as it deems appropriate in this context (without having a formal diversity policy), given our current needs and the current needs of the Board of Directors to maintain a balance of knowledge, experience and capability. When considering diversity, the Nominating Committee considers diversity as one factor, of no greater or lesser importance than other factors, and considers diversity in a broad context of race, gender, age, business experience, skills, international experience, education, other board experience and other relevant factors.

Historically, we have not had a formal policy with regard to the consideration of director candidates recommended by our stockholders. To date, our Board of Directors has not received any recommendations from stockholders requesting that it consider a candidate for inclusion among our Board of Directors’ slate of nominees in our proxy statement, other than pursuant to the Stockholders’ Agreement, and certain predecessor agreements. The absence of such a policy does not mean, however, that a recommendation would not have been considered had one been received, or will not be considered if one is received in the future. Our Board of Directors from time to time may give consideration to the circumstances in which the adoption of a formal policy would be appropriate.

Our By-laws provide for stockholder nominations to our Board of Directors, subject to certain procedural requirements. To nominate a director to our Board of Directors, a stockholder must give timely notice of the nomination in writing to our Corporate Secretary not later than 90 days prior to the anniversary date of the annual meeting of stockholders in the preceding year. All such notices must include (i) the stockholder’s name and address, (ii) a representation that the stockholder is one of our stockholders, and will remain so through the record date for the upcoming annual meeting of stockholders, (iii) the class and number of shares of our common stock that the stockholder holds (beneficially and of record), and (iv) a representation that the stockholder intends to appear in person or by proxy at the upcoming annual meeting of stockholders to make the nomination. The stockholder must also provide information on his or her prospective nominee, including such person’s name, address and principal occupation or employment, a description of all arrangements or understandings between

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the stockholder, his or her prospective nominee and any other persons (to be named), the written consent of the prospective nominee and such other information as would be required to be included in a proxy statement soliciting proxies for the election of director nominees.

STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS

Any matter intended for our Board of Directors, or for any individual member or members of our Board of Directors, should be directed to Richard S. Denning, Corporate Secretary, at our principal executive offices, 3280 Peachtree Road, N.W., Suite 2300, Atlanta, Georgia 30305, with a request to forward the same to the intended recipient. In the alternative, stockholders may direct correspondence to our Board of Directors to the attention of the chairman of the Audit Committee of the Board of Directors, in care of Richard S. Denning, Corporate Secretary, at our principal executive offices. All such communications will be forwarded unopened.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our directors and executive officers, and any persons who beneficially own more than 10% of our common stock, are required to file initial reports of ownership and reports of changes in ownership with the SEC. Based upon our review of copies of such reports for our 2015 fiscal year and written representations from our directors and executive officers, we believe that our directors and executive officers, and beneficial owners of more than 10% of our common stock, timely complied with all applicable filing requirements for our 2015 fiscal year.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists information concerning the beneficial ownership of our common stockvoting Common Stock as of April 22,September 1, 2016 (unless otherwise noted) by (1) each person known to us to beneficially own more than 5% of any class of our voting common stock,Common Stock, (2) each of our directors who are all director nominees, and each of our named executive officers, (as defined below), and (3) all of our current directors and executive officers as a group.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis provides an overview of our compensation philosophy, objectives, policies and programs, the elements of compensation that we provide, and the material factors that we consider in making the decisions to pay such compensation. Following this analysis, we have provided a series of tables containing specific information about the compensation earned, or paid, in 2015 to the following individuals, whom we refer to as our named executive officers:

The discussion below is intended to help you understand the information provided in those tables and put that information in context within our overall compensation program.

Overview of 2015 Performance and Compensation

In 2015, the Compensation Committee, both independently and in consultation with the other members of the Board of Directors, continued to focus on the elements of our executive compensation programs and philosophy, including:

The types and amounts of actual compensation paid in and for 2015 were consistent with this philosophy, including generally taking into account the achievements of management in light of continuing challenges facing the Company and the radio broadcasting industry in general. Furthermore, in connection with hiring Mary G. Berner as the Company’s new Chief Executive Officer in 2015, the Compensation Committee offered Ms. Berner an annual compensation package that was generally consistent with the compensation package of the former Chief Executive Officer, except that one half of the stock options awarded to her are subject to satisfying performance conditions based upon the trading price of the Company’s Class A common stock achieving specified price hurdles, rather than solely time-based vesting conditions. The Compensation Committee believed that such performance-based criteria further these compensation programs and philosophies, and are critical in helping to align the interests of the executive officers with the long-term interests of our stockholders.

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Role of the Compensation Committee

The Compensation Committee is responsible for overseeing all aspects of our executive compensation, including designing, implementing and evaluating the operation of the Company’s compensation programs in accordance with its compensation philosophy. The Compensation Committee reviews and approves, or recommends to the Board of Directors for approval, all compensation for our executive officers, including grants of equity awards, and any changes in compensation program design and implementation. Additional information about the Compensation Committee, including its composition, responsibilities and operations, can be found in “Information About the Board of Directors — Committees of the Board of Directors — The Compensation Committee.”

Executive Compensation Philosophy

We seek to design and implement an overall compensation program with the following three primary related objectives:

In accordance with these goals, we generally seek to provide a material portion of each executive officer’s compensation in the form of at-risk incentive awards, including awards that are measured on individual performance and with payouts generally dependent upon our success as a Company in achieving our business strategy and objectives. With respect to Company performance, we typically focus primarily on the performance and results of our broadcasting and network operations, and the cash flow generated by our business, as these metrics have traditionally been relevant indicators of operational and financial success and drivers of value creation for our Company and our industry, although these metrics may change in any year dependent upon our strategic plans and goals.

To implement the foregoing, the Compensation Committee retains certain flexibility to determine the types and amounts of fixed and incentive-based cash compensation, as well as equity-based compensation opportunities each year, based on an analysis of relevant factors including historical and expected individual responsibilities and contributions, Company performance and internal and external pay equity considerations.

Compensation Program Elements and Their Purpose

As described above, the compensation program for our executive officers consists primarily of the following integrated components: base salary, annual incentive compensation awards and long-term incentive awards. The program also contains elements relating to retirement, severance and other employee benefits.

Base Salary.    Base salary is the fixed portion of an executive officer’s annual compensation and is intended to recognize fundamental market value for the skills and experience of the individual relative to the responsibilities of his position with us. When set, and giving effect to any changes, base salaries are generally intended to reflect, among other things, the executive officer’s performance as measured through functional progress, career and skill development and mastery of the competency requirements of the executive officer’s position. Base salary is the fundamental element of the total compensation package to which most other elements relate.

The Compensation Committee seeks to establish base salaries at levels that it considers fair, after considering a variety of factors, including the scope and complexity of the executive officer’s position; the executive officer’s expertise; the executive officer’s experience relative to his or her position and responsibilities; the executive officer’s contributions and importance to us in achieving the Company’s short- and long-term goals; the executive officer’s historical compensation; the salary ranges for persons in comparable positions at

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comparable companies (to the extent available); the competitiveness of the market for the executive officer’s services; and the recommendations of our Chief Executive Officer (for executive officers other than the Chief Executive Officer). Subject to applicable employment agreements, determinations as to appropriate base salaries of our named executive officers are generally not made by applying a particular formula or using designated benchmarks.

Annual Incentive Compensation Awards.    Unlike base salary, which is fixed, annual incentive compensation is intended to vary as a direct reflection of Company and, in some instances, individual performance, usually over the twelve-month fiscal period. Annual incentive compensation awards are typically expressed as a percentage of base salary and paid in the form of a cash bonus, although the Compensation Committee has discretion to grant or pay annual incentive compensation awards, in whole or in part, in the form of equity awards and has done so in the past. In addition to annual incentive compensation awards, the Compensation Committee has the authority to make discretionary bonus awards, including awards based on Company or individual performance, at any time.

Long-Term Incentive Awards.    Long-term incentive awards have historically been made in the form of grants of either options that are exercisable for shares of our Class A common stock upon payment of a designated option exercise price that is set at equal to or above the fair market value of such stock on the date of the award, or awards of restricted shares of our Class A common stock. In each case, awards are subject to time- and/or performance-based vesting requirements, are granted with the intent to motivate toward, and reward performance over, a multi-year period with links to continued service, the creation of long-term stockholder value and performance criteria. Long-term incentive awards are generally designed and implemented to maintain a desired balance between short- and long-term compensation, as further discussed below. The realized compensation from these incentives will vary as a reflection of our stock price or other financial performance over time.

Benefits Under Employee Retirement/Health and Welfare Benefit Plans.    These benefits are intended to provide competitive levels of medical, retirement and income protection, such as life and disability insurance coverage, for our executive officers and their families. Our executive officers generally are eligible to participate in the same programs that provide medical coverage (active employee and retiree), life insurance, disability and retirement offered to all of our eligible employees. In addition, our executive officers are eligible to participate in an executive life insurance program. We believe that our benefits and retirement programs are comparable to those offered by other similar companies in the broadcasting industry and, as a result, are appropriate to ensure that our compensation package for our executive officers remains competitive.

Severance and Other Termination Benefits.    Each executive officer is party to an employment agreement pursuant to which he or she may be eligible to receive severance benefits upon termination of employment in various circumstances, including in connection with a change in control. The severance-related arrangements in those agreements are described in more detail under “Potential Payments upon Termination or Change in Control.” We believe that our severance arrangements, including the amount and conditions to the payment of the severance benefits, are comparable to those offered by similar companies in the broadcasting industry and, as a result, are appropriate to ensure that compensation for our executive officers remains competitive.

Executive Perquisites.    We do not believe it is appropriate to provide our executive officers with substantial perquisites beyond their stated compensation, but we do offer certain limited perquisites such as insurance and a matching contribution under a Company 401(k) plan that we believe are reasonable and necessary to compete for executive talent. We do not believe it is appropriate to provide perquisites such as country club memberships, financial planning costs, or a car allowance to our executive officers.

Compensation Levels Among Executive Officers.    There are no policy differences with respect to the compensation of individual executive officers even though the level of compensation may differ based on scope of responsibilities and performance. Any compensation disparity between our Chief Executive Officer and our

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other executive officers is primarily due to the Chief Executive Officer having significantly greater responsibilities for strategic leadership, management and oversight of a large enterprise and the corresponding market factors reflecting this difference.

Compensation Framework

The Role of Executive Officers in Determining Executive Compensation

The Company’s executive officers are charged with the responsibility of implementing the Company’s business strategies and operating plans. The Compensation Committee generally consults with members of management in connection with the implementation of our executive compensation philosophy. For example, our Chief Executive Officer, and other management personnel, from time to time assist the Compensation Committee in understanding, and provide recommendations regarding, key business factors that are relevant to the design and implementation of our executive compensation programs. This may include defining certain business measures and explaining any influence on or by various business elements and the accounting and tax treatment relating to certain awards. Our Chief Executive Officer also evaluates the performance of the other executive officers and develops recommendations regarding their compensation, including proposed compensation levels and incentive programs for individual executive officers within the constructs of their respective employment agreements, which may include the use of internal and external resources. These resources may include compensation surveys, external data and reports from third parties or publicly available information. Recommendations from our Chief Executive Officer generally take into account the various elements of our compensation program — including design, compliance and competitive strategy — as well as consideration of the individual executive officer’s performance and compensation level. The Compensation Committee reviews and discusses these recommendations and determines whether to accept, reject or revise the proposals. Our Chief Executive Officer also provides updates to the Compensation Committee regarding current and anticipated operating performance outcomes and their anticipated impact on executive compensation.

Our internal and external legal counsel assist in ensuring that appropriate plan documentation and approvals are received in order to keep executive compensation programs in compliance with applicable legal and stock exchange listing requirements. Our legal counsel also advises the Compensation Committee and our Board of Directors on compliance with appropriate corporate governance standards and requirements.

When Long-term Grants are Made

The Compensation Committee typically evaluates and, if appropriate, grants long-term incentive awards annually. The meeting date is generally scheduled in advance and without regard to potential stock price movement. The Compensation Committee also retains the discretion to make separate or additional grants, or amendments to previous grants, of long-term incentive awards from time to time throughout each year in light of business or other applicable developments, such as occurred in 2015 in connection with the entry into an employment agreement with the Company’s new Chief Executive Officer in September 2015.

Discretion to Modify Awards

As previously noted, annual incentive compensation awards are typically based on Company performance and, in some instances, may be based on the performance of each individual named executive officer, over the most recently completed fiscal year. The Compensation Committee reserves the right to adjust Company or individual goals during the course of the year in order to reflect changes in our business.

Under our equity incentive plans, the Compensation Committee has certain discretion to adjust or modify the terms of an award, including awards that might otherwise be forfeited. The Compensation Committee generally does not have the authority to unilaterally rescind an award. Each award defines the terms under which it would be forfeited according to the terms of the applicable equity incentive plan.

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Allocating Between Annual and Long-Term Compensation Elements

We seek to ensure our executive compensation program is balanced in terms of each element of pay relative to competitive practices, with an appropriate incentive emphasis placed on long-term results. The overall program is intended to balance business objectives for executive pay for performance, retention, competitive market practices and stockholder interests. Each year, in light of a number of considerations including recent and expected business developments, Company and individual performance, historical compensation and other relevant metrics, we seek to ensure an appropriate percentage of the annual total direct compensation target opportunity is subject to performance risk for our executive officers. The Compensation Committee allocates total compensation opportunities between short- and long-term incentives based upon, among other things, the input of compensation consultants or other advisors from time to time and various analyses of general compensation practices at similar companies, as well as the Compensation Committee’s view of how best to incent and retain key personnel.

Stockholder Input on Executive Compensation Matters

In accordance with applicable law and as described in more detail in Proposal 2 below, we are providing our stockholders with the opportunity to vote, on a non-binding basis, to approve the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC (the “say-on-pay vote”). Our stockholders voted on a similar matter at the 2015 annual meeting of stockholders.

At our 2015 annual meeting of stockholders, a majority of the shares voted on the say-on-pay vote were in favor of the compensation paid to our named executive officers. While the Compensation Committee believes this vote endorses the Company’s compensation philosophy, policies and practices, the Compensation Committee continually monitors the overall performance of the Company and the industry, and has monitored the say on pay approval rate since the Company initially was required to provide a vote to stockholders in 2013, general developments in executive compensation principles and stockholder and other stakeholder input.

Based upon these and other factors, other than pursuant to the terms of the employment agreement with Mary G. Berner pursuant to which she agreed to become the Company’s Chief Executive Officer, for 2015 the Compensation Committee did not approve any payments of annual cash incentive compensation awards in light of the fact that the pre-established opportunity levels were not achieved, nor did the Compensation Committee make any long-term equity incentive award grants. In early 2016, however, the Compensation Committee did determine to award one-time cash bonuses to each of Mr. Hannan and Mr. Denning in recognition of their individual performance during 2015, including in working with the new Chief Executive Officer in developing an operational turnaround plan for the Company.The Compensation Committee intends to continue to give appropriate consideration to the vote results for say-on-pay proposals this year and in future years when making compensation decisions for our named executive officers. The Compensation Committee expects that it will continue to consider any input it may receive from stockholders and other stakeholders, and more general developments in executive compensation principles, in the development and implementation of the Company’s executive compensation philosophy, policies and programs in future periods. For additional information on the say-on-pay vote with respect to the compensation paid to our executive officers in 2015, see “Proposal No. 2: Advisory Vote on Executive Compensation” below.

Compensation Consultants

The Compensation Committee has the authority to retain compensation consultants from time to time as it deems appropriate. From time to time over the past five years, the Compensation Committee has engaged Meridian Compensation Partners, LLC (“Meridian”) to advise on various executive compensation matters. Meridian has assisted the Compensation Committee, from time to time, on a variety of matters, including the development of the Company’s current equity incentive plan, the design and sizing of various equity awards made from time to time under that plan, certain elements of the executive officer employment agreements we entered into in 2011, and our current the non-employee director compensation arrangements.

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In the past, Meridian has provided the Committee with analyses of the competitiveness of the compensation paid or payable to the Company’s executive officers, including amounts payable under those officers’ employment agreements, as compared against those of certain peer companies. For purposes of these analyses, Meridian has typically analyzed publicly available information from the following eleven publicly-traded radio or TV broadcasting companies:

In 2015, Meridian advised the Compensation Committee in connection with developing the overall compensation package for Ms. Berner at the time she was hired as the new Chief Executive Officer, including in assessing the components of the compensation package relative to prevailing market practices and institutional stockholder sensitivities. The Compensation Committee anticipates that it may in the future request additional analyses or services from Meridian, which is a leading compensation consultant.

Meridian does not have a relationship with, nor did it provide any services to, the Company or the Compensation Committee other than in connection with the engagements as described above.

Compensation Decisions for 2015

Base Salary.    As described above, we entered into employment agreements with each of our named executive officers, other than Ms. Berner, in 2011. Pursuant to these employment agreements, the terms of which were developed by the Compensation Committee with assistance from Meridian, as its compensation consultant in 2011, the named executive officers were each initially entitled to receive the following minimum annual base salaries: Mr. L. Dickey ($1,450,000), Mr. Hannan ($550,000), Mr. J. Dickey ($875,000), and Mr. Denning ($500,000).

In light of the Compensation Committee’s assessment of Company performance and the general awareness and assessment of compensation levels at comparable companies, the Compensation Committee determined in early 2015 not to make any increases to base salary for any of these named executive officers for 2015, instead determining to maintain base salaries at the level originally set in 2011.

In connection with Mr. L. Dickey’s departure as President and Chief Executive Officer in October 2015, on September 29, 2015, the Company entered into an employment agreement with Ms. Berner (the “Berner Employment Agreement”). Pursuant to the Berner Employment Agreement, Ms. Berner is entitled to an annual base salary of $1,450,000, which was the same amount as her predecessor, effective October 13, 2015, and subject to increase from time to time by the Board.

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Annual Incentive Compensation Award Opportunity.    As in effect for 2015, each named executive officer’s employment agreement provided that he or she is eligible for an annual cash incentive award based upon achievement of annual performance goals for the Company and/or the individual as determined by the Compensation Committee each year. These agreements also provided that the annual cash incentive award opportunity is calculated as a percentage of each executive officer’s base salary as follows:

Notwithstanding these award opportunities, the employment agreements also provided that, for 2015, the Compensation Committee could adjust the target and maximum award opportunities for an executive officer in any year, provided that any adjustment for Ms. Berner may only be upward. No such adjustments were made in 2015.

In February 2015, the Compensation Committee established certain objectives and criteria applicable to the annual incentive compensation award opportunities for the named executive officers then employed by the Company. The Compensation Committee selected the criteria for each applicable named executive officer based on each individual’s functional areas of responsibility within the Company, and the Compensation Committee’s perceived importance of the objectives to the overall success of the Company. The Compensation Committee also determined at that time that the payment of any annual incentive compensation in 2015 above the target award opportunity level would be at the discretion of the Compensation Committee based on its assessment of factors relevant to each individual’s performance. The Compensation Committee determined that each named executive officer then employed by the Company would be entitled to receive the applicable target award opportunity if Cumulus achieved budgeted EBITDA goals, and satisfied other objectives related to managing costs, developing content, achieving gains in market share, as well as successes in strategic planning and implementation and optimizing financial liquidity.

In reviewing the performance and compensation levels of Mr. Hannan and Mr. Denning, who were the only remaining eligible executive officers under the pre-established award program for 2015 at the completion of the fiscal year, the Compensation Committee determined that the quantitative financial performance objectives were not met at a threshold level. As a result, no annual incentive compensation awards were paid to these individuals for 2015. The Compensation Committee, however, did determine that it was appropriate to provide a level of recognition for each of Mr. Hannan and Mr. Denning for their individual contributions during 2015, despite the challenges that the Company, and our industry, have faced recently, including their efforts in working with the new Chief Executive Officer in developing an operational turnaround plan for the Company, and to motivate and incentivize them to continue to help lead and implement the Company’s operational turnaround plan. In recognition of those contributions, the Compensation Committee awarded each of Mr. Hannan and Mr. Denning a one-time cash bonus.

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As described above, in connection with the departure from their executive officer roles in September 2015, each of Lewis Dickey, Jr. and John Dickey become entitled to certain payments pursuant to the terms of their respective employment agreements in lieu of actual cash award opportunities for 2015. See “— Potential Payments upon Termination or Change in Control” for a description of these payments.

Pursuant to the terms of the Berner Employment Agreement, Ms. Berner was eligible to receive a cash bonus for her services in 2015 in an amount determined by the Compensation Committee after consultation with Ms. Berner. Based thereon, and after giving consideration to Ms. Berner’s efforts since joining the Company as Chief Executive Officer, including in developing and leading the implementation of an overall operational turnaround plan, an internal realignment of the Company’s corporate and reporting structure, a bottoms-up analysis of the Company’s performance challenges, a plan for strategic reinvestment in the Company’s operational assets, and a renewed engagement with employees throughout the Company, the Compensation Committee determined to award Ms. Berner a cash bonus of $0.3 million. Also, in connection with the commencement of her employment and pursuant to the terms of the Berner Employment Agreement, in 2015 Ms. Berner received a one-time cash lump sum signing bonus of $1.0 million.

On March 30, 2016, the Company entered into amendments to its employment agreements with each of Messrs. Hannan and Denning.

These amendments modify the annual cash bonus structure applicable for each of Messrs. Hannan and Denning effective January 1, 2016. As amended, the agreements provide that each of Messrs. Hannan and Denning will be eligible for an annual cash bonus based upon achievement of performance criteria or goals set forth in the annual executive incentive plan (the “EIP”) proposed by the Chief Executive Officer to the Compensation Committee for its approval. Criteria and goals in the EIP may relate, without limitation, to the executive, the various job duties of the executive, and/or the performance of the company as a whole, as such criteria and goals are determined each year by the Chief Executive Officer. If in any given year the Compensation Committee does not approve an EIP proposed by the Chief Executive Officer, or the Chief Executive Officer elects not to propose an EIP, the basis for annual cash bonuses to the executives will be governed by the bonus provisions in their respective employment agreements that were in effect immediately prior to January 1, 2016.

The annual cash bonus will be calculated as a percentage of each executive’s base salary, with target award opportunities for Mr. Hannan of 50% and Mr. Denning of 40%, or a higher amount as determined by the Chief Executive Officer. In any year in which the Compensation Committee approves the EIP, it may adjust, only in respect of that year, the target bonus applicable for each executive.

Long-Term Incentive Awards.    As described above, the Compensation Committee considers the grant of equity incentive awards on an annual basis, or at such other times as circumstances warrant, as an important component of our overall compensation philosophy to reward and incent performance over a multi-year period with links to continued service and long-term stockholder value creation.

As with determinations of base salary and annual short-term incentives, determinations as to appropriate long-term awards for our named executive officers historically have not depended upon the application of a particular formula or the use of designated benchmarks.

In light of the size and timing of the equity award grants that had been made previously to the named executive officers in 2011 and in 2013, the Compensation Committee did not grant any long-term incentive awards to the named executive officers other than Ms. Berner in 2015.

In connection with the commencement of her employment and in order to help align her interests with those of our stockholders and incentives towards long-term performance, pursuant to the Berner Employment Agreement Ms. Berner was granted options to purchase 4,000,000 shares of the Company’s Class A common

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stock at an exercise price equal to the fair market value on the date of grant. The option to purchase 2,000,000 shares vests on each of the first four anniversaries of the date of grant, with 30% of the award vesting on each of the first two anniversaries thereof, and 20% of the award vesting on each of the next two anniversaries thereof. The option to purchase the other 2,000,000 shares (“Performance-Vesting Options”) is divided into four equal performance tranches (500,000 shares per tranche). Each tranche of Performance-Vesting Options vests pro rata on each of the first four anniversaries of the date of grant, with 30% of the respective tranche vesting on each of the first two anniversaries thereof, and 20% of the respective tranche vesting on each of the next two anniversaries thereof. The tranches become exercisable, if at all, if following vesting the volume-weighted average closing sales price of the Company’s Class A Common Stock on the NASDAQ composite transactions reporting system for each 30 consecutive trading days ending with the date of determination is $2.00, $3.00, $4.00, and $5.00, respectively.

Impact of Restated Earnings on Previously Paid or Awarded Compensation

We have not had to restate earnings in a manner that would impact incentive award payments. If restatements are necessary in the future, the Compensation Committee and the Board of Directors would consider the facts and circumstances relating to the cause and impact of the restatement, as well as the requirements under Section 304 of the Sarbanes-Oxley Act of 2002, in determining whether any payments based upon the financial results were made unjustly and the materiality and probability of recovering such payments.

Accounting and Tax Impact on Direct Compensation

For executive officers, all compensation is subject to federal, state and local taxes as ordinary income or capital gains as various tax jurisdictions provide. Section 162(m) of the U.S. tax code places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to any of our executive officers. However, the U.S. tax code also provides that qualifying performance-based compensation is not subject to the deduction limit if certain requirements are met. To maintain flexibility in compensating our executive officers, however, the Compensation Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the limit when the Compensation Committee believes that such payments are appropriate. Accordingly, certain components of the compensation program for our executive officers are designed to be qualifying performance-based compensation under Section 162(m) of the U.S. tax code, while others are not.

We do not expect accounting treatment of various forms of equity awards under Generally Accepted Accounting Principles to vary significantly and, therefore, accounting treatment is not expected to have a material effect on the selection of forms of compensation.

Summary of Compensation and Benefit Plan Risk

Our compensation and benefits policies and practices include a number of features designed to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. These include a balanced mix of compensation components and prudent performance goals discussed above. The Compensation Committee considers potential risks when reviewing and approving compensation programs. After assessing compensation related risks for our employees, the Compensation Committee determined that the Company’s compensation and benefit policies and practices are not likely to have a material adverse effect on the Company and that the plans currently in place or contemplated are appropriately balanced between retention and incentive to enable the Company to retain its management team and provide the executive officers with appropriate incentives focused on meeting the objectives, developed by management and the Board of Directors, designed to create long-term stockholder value.

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Compensation Committee Report

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K with management and, based on this review and these discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee of the Board of

Directors:

Jeffrey A. Marcus (Chairman)

David M. Tolley