CUMULUS MEDIA INC (CMLSQ): director Andrew W. Hobson reason not stated

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Board of Directors
On the Effective Date, in accordance with the Plan,
Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the
Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors
were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli
and Scott Manson.
Heath B. Freeman, age 46, is the Managing Member
of Next Gen Radio Enterprises LLC. Mr. Freeman is one of the founding members of Alden Global Capital LLC and has been its President since
2014. He has been managing and investing in companies with an opportunistic and catalyst-driven approach since 2006 when he joined Smith
Management LLC, which was a prior affiliate of Alden Global. Prior to joining Smith Management, Mr. Freeman was an investment banker at
Peter J. Solomon Company, where he specialized in mergers & acquisitions, restructurings and financings. In addition to his investment
research and operational responsibilities at Alden Global, within the media platform, Mr. Freeman currently serves as Chairman of Tribune
Enterprises LLC, a company that owns and manages media properties such as The Chicago Tribune, South Florida Sun Sentinel and The Hartford
Courant and Vice Chairman of MNG Enterprises, Inc., a company that owns and manages media properties such as The Denver Post, San Jose
Mercury News, Orange County Register and the Boston Herald. Within the sports platform, Mr. Freeman serves as Managing Partner of the
Florida Freedom of the PBR (Professional Bull Riders) and Executive Chairman of the AVP, the premier beach volleyball league. Mr. Freeman
also serves as Managing Partner of EHP Hospitality Group which owns and operates marinas, hotels, and restaurants throughout the east
end of Long Island. Additionally, Mr. Freeman currently serves as a director of SLT Group, LLC, which operates in the fitness space and
Party Products LLC, a consumer products company which acquired certain assets of the Tupperware brand. Mr. Freeman currently serves as
Chairman of the board of directors of Oyster Enterprises II Acquisition Corp, and from 2021 to 2022 served as Chief Executive Officer
and Vice Chairman of the board of directors of Oyster Enterprises Acquisition Corp. Mr. Freeman graduated with a Bachelor of Arts degree
from Duke University.
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Philip A. Hudson, age 43, is a Managing Director
at Alden Global Capital LLC, where he leads investment research across public and private companies. Prior to joining Alden Global in
2015, he was a founding member and Senior Principal at Ellis Lake Capital LLC, an event-driven investment fund. Previously, Mr. Hudson
worked in the Credit Opportunities group of D. E. Shaw & Co. L.P., where he focused on restructurings and distressed investments.
Mr. Hudson began his career as an investment banker in the Global Power and Energy Group at Morgan Stanley. He holds a Bachelor of Science
in Business Administration and a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill.
Greg Stuecheli, age 53, is a Founding Partner of
Trive Mockingbird Management LLC, a joint venture formed in 2020 between Trive Capital LLC, a Dallas based private equity firm, and Mockingbird
Credit Partners LLC, a credit focused alternative investment firm founded in 2013. Prior to Mockingbird, Mr. Stuecheli was a Partner at
Highland Capital Management LP, an investment management firm that was a pioneer in the leveraged finance market. At Highland, he managed
senior secured corporate loans, distressed credit, high-yield bonds and special situations. Mr. Stuecheli began his career as a chemical
engineer at Jacobs Engineering Group and Cytec Industries. He received an MBA from Southern Methodist University and a BS in Chemical
Engineering from Rensselaer Polytechnic Institute and is a CFA® charterholder. He currently serves on the board of directors of Careismatic
Brands, a healthcare focused apparel company. He previously served on the board of directors of CCS Medical Holding, Inc., EBM Holdco,
LLC, LLV Holdco, LLC (as Chairman) and Safety-Kleen Holdco, Inc.
Scott Manson, age 45, is the Chief Executive Officer
of The North Road Company, the Los Angeles-based independent television and film studio co-founded in 2022 by Peter Chernin. North Road’s
businesses include Chernin Entertainment, Kinetic Content, Words + Pictures and North Road Television Studio, and it is a strategic investor
in several talent-led media ventures. Mr. Manson oversees day-to-day operations, leads the company’s global growth strategy, and
drives its organic and acquisition-led expansion, including portfolio oversight, investment strategy, new ventures and key partnerships.
In January 2026, North Road agreed to be acquired by Mediawan, a global independent content studio backed by KKR and other institutional
investors. Previously, Mr. Manson was President of Business Solutions at HYBE Corporation following its acquisition of Ithaca Holdings,
the private equity-backed entertainment and media holding company that Mr. Manson helped grow into one of the largest independent music
and talent platforms in the world. At Ithaca, he led corporate strategy and business development, building ventures around global talent
including Justin Bieber, Ariana Grande, Demi Lovato, J Balvin and Dan + Shay, and helped execute the company’s acquisitions and
its partnerships with Universal Music Group and others. Mr. Manson began his career as a litigator at O’Melveny & Myers LLP,
focusing on complex commercial litigation. He holds a Bachelor of Arts degree from Duke University and a Juris Doctor from Emory University
School of Law.
None of the directors resigned as a result of any
disagreement with the Company on any matter relating to its operations, policies or practices.
There are no arrangements or understandings between
any director of the New Board and any other person pursuant to which such director was selected as a director, other than as contemplated
by the Plan and the Stockholders’ Agreement. There are no family relationships between any director of the New Board and any other
director or executive officer of the Company. Except as disclosed above, there have been no transactions with any of the members of the
New Board that are required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
Amended and Restated Employment Agreements
As previously disclosed, on April 15, 2026, in
connection with the Confirmation Order and effective as of April 15, 2026, the Company entered into amended and restated employment agreements
(the “A&R Employment Agreements”) with Ms. Berner and Mr. Lopez-Balboa.
The material terms of the A&R Employment Agreements
were previously described in the April 2026 Current Report, with copies of the A&R Employment Agreements filed as Exhibits 10.1 and
10.2 to the April 2026 Current Report.
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Management Incentive Plan
In accordance with the Plan, 10% of the New Common
Stock, on a fully diluted basis, has been reserved for issuance of awards under the Management Incentive Plan to employees of the Company
and to independent members of the New Board.
The material terms of the Management Incentive
Plan were previously described in the April 2026 Current Report, and such description is hereby incorporated by reference herein to this
Current Report.