Cumulus Locks In Executives Post-Restructuring With New Pay, Equity Packages.

Cumulus Media is moving to lock in executive stability as it works through its Chapter 11 reorganization. The company has reached tentative agreements with CEO Mary Berner and CFO Francisco Lopez-Balboa that will keep them in place as the top two executives at Cumulus during the bankruptcy process and through the end of the year.

Court documents related to the reorganization detail amended employment agreements for both executives, linking their continued roles to the company’s emergence from bankruptcy. If approved, the agreements would take effect once the court confirms the plan.

The Berner agreement specifies that her role as President and CEO will continue when the court approves the restructuring. It also sets an initial employment term running through Dec. 31, with automatic one-year renewals unless either side opts out.

The base salary for both Berner and Lopez-Balboa will be slightly lower than under their previous contracts with the company. But the agreements also call for the creation of a management incentive plan that will allocate 10% of the reorganized company’s equity to executives and directors. That signals an effort by its new controlling shareholders to align leadership with post-bankruptcy performance.

Court documents show Berner’s base salary is set at $1.25 million annually, with eligibility for a target bonus equal to 100% of salary and a maximum payout of up to 200%, depending on performance. And Lopez-Balboa will receive a base salary of $600,000 annually, with eligibility for a target bonus equal to 75% of his salary and a maximum payout of up to 150%, depending on performance.

The filing makes clear the agreements are part of the broader restructuring framework and remain subject to final negotiations saying certain documents “continue to be negotiated.

The filing also sheds light on the capital structure Cumulus expects to emerge from the reorganization with, including new “exit notes” that will replace existing debt. The current outline says $50 million of newly issued debt will mature in 2029, although the document also says the terms remain subject to final negotiation and could change before confirmation. While detailed terms are still being negotiated, the inclusion of a term sheet indicates those discussions are nearing completion.

Cumulus also tells the court the identities of the people who will sit on the company’s board after it exits bankruptcy “remains subject to continuing negotiations.” While who will sit in those seats isn’t yet known, the company says the board will have seven members selected by debt holders.

Cumulus filed a Chapter 11 reorganization plan last month that will eliminate roughly $592 million of debt and reduce annual cash interest costs by about $49 million. Lenders have also agreed to provide up to $100 million to support operations during and after the restructuring process. Cumulus is targeting confirmation within roughly 10 weeks of its early March filing, with approval expected as soon as early May.

The latest filings underscore how quickly the case is moving. Bankruptcy Judge Alfredo Pérez has scheduled a combined hearing on April 15 that will cover both approval of the disclosure statement and confirmation of the reorganization plan, streamlining what are often separate phases in Chapter 11 cases.

Objections to reorganization plan were due yesterday (April 7), setting up a tight window for any remaining disputes before the court considers final approval. Since the bankruptcy filing, Cumulus attorneys have said support for the restructuring agreement has grown to about 83% of secured creditors.