Stock-Based Compensation Expense

9 Months Ended

Sep. 30, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation Expense

11. Stock-Based Compensation Expense

On February 16, 2012, the Company granted an aggregate of 161,724 shares of time-vesting restricted Class A common stock, with an aggregate grant date fair value of $0.6 million, to the non-employee directors of the Company with a cliff vesting term of one year. In addition, on February 16, 2012, the Company granted time-vesting stock options to purchase 1,357,500 shares of Class A common stock to certain Company employees under the Cumulus Media Inc. 2011 Equity Incentive Plan, with an aggregate grant date fair value of $3.0 million. The options have an exercise price of $4.34 per share and provide for 30% vesting on each of September 16, 2012 and February 16, 2013 and 20% vesting on each of February 16, 2014 and 2015.

The Company has certain liability-based awards related to the cash consideration portion of the Citadel Acquisition (“Liability Awards”). For the three and nine months ended September 30, 2012, the Company recognized $2.8 million and $15.7 million, respectively, in stock-based compensation expense related to equity awards and $6.9 million in stock-based compensation expense related to Liability Awards for the nine months ended September 30, 2012. There was no stock-based compensation expense related to Liability Awards recognized during the three months ended September 30, 2012. For the three and nine months ended September 30, 2011, the Company recognized approximately $1.0 million and $2.1 million, respectively, in stock-based compensation expense related to equity awards and $0.6 million for each of the three and nine months ended September 30, 2011 in stock-based compensation expense related to Liability Awards.

As of September 30, 2012, unrecognized stock-based compensation expense of approximately $20.4 million related to equity awards is expected to be recognized over a weighted average remaining life of 2.5 years. There is no unrecognized stock-based compensation expense related to Liability Awards as of September 30, 2012. Unrecognized stock-based compensation expense will be adjusted for future changes in estimated forfeitures.

The total fair value of restricted stock awards that vested during the nine months ended September 30, 2012 was $19.1 million, of which $13.2 million related to the Company’s Liability Awards and was paid in cash. The total fair value of restricted stock awards that vested during the nine months ended September 30, 2011 was $2.1 million. No options were exercised during either of the nine months ended September 30, 2012 or 2011.