UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

SALEM COMMUNICATIONS CORPORATIONMEDIA GROUP, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

SEC 1913 (04-05)

Persons who are to respond to the collection of information

contained in this form are not required to respond unless the

form displays a currently valid OMB control number.

4880 Santa Rosa Road

Camarillo, CA 93012

(805) 987-0400

May 4, 2012

April 9, 2015

Dear Stockholder:

You are cordially invited to attend the 20122015 Annual Meeting of Stockholders (the “Annual Meeting”) of Salem Communications CorporationMedia Group, Inc. (“Salem”). The Annual Meeting is scheduled to be held on Friday, June 22, 2012,Tuesday, May 19, 2015, at Salem’s corporate offices, which are located at 4880 Santa Rosa Road, Camarillo, California, at 9:30 a.m. P.D.T. As described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, the agenda for the Annual Meeting includes:

The boardBoard of directorsDirectors recommends that you vote FOR the election of the slate of director nominees and FORthe proposal to increase the numberratification of shares reserved for issuance under the amended and restated 1999 stock incentive plan andFORthe proposal to ratify the appointment of SingerLewak LLP as the company’s independent registered public accounting firm. Please refer to the Proxy Statement for detailed information on the proposals.above proposal. Directors and executive officers of Salem will be present at the Annual Meeting to respond to questions that our stockholders may have regarding the business to be transacted.

This year,

As we have done in prior years, we are using the U.S. Securities and Exchange Commission rule that permits companies to furnish their proxy materials over the Internet. InsteadUnless you have opted out of receiving Notices, instead of mailing you a paper copy of the proxy materials, we will be mailing to you a Notice containing instructions on how to access our proxy materials over the Internet. If you received a Notice,Therefore, a proxy card was not sent to you and you may vote only by telephone or via the Internet if you do not attend the Annual Meeting.

We urge you to vote your proxy as soon as possible. Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting in person, we urge you to vote your shares on-line,online, by telephone or, if you have chosen to receive paper copies of the proxy materials by mail, by signing, dating and returning the enclosed proxy card promptly in the accompanying postage prepaid envelope. You may, of course, attend the Annual Meeting and vote in person even if you have previously returned your proxy card. The approximate date on which this Proxy Statement and the enclosed proxy card and Notice are first being sent or made available to stockholders is May 4, 2012.April 9, 2015. On behalf of the boardBoard of directorsDirectors and all of the employees of Salem, we wish to thank you for your support.

Sincerely yours,

STUART W. EPPERSON

Chairman of the Board

EDWARD G. ATSINGER III

Chief Executive Officer

		Sincerely yours,
		STUART W. EPPERSON

Chairman of the Board

EDWARD G. ATSINGER III

Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on

June 22, 2012:May 19, 2015: Our proxy statementProxy Statement for the 20122015 Annual Meeting of Stockholders and Annual Report on Form 10-K for

the year ended December 31, 20112014 are available atwww.proxyvote.com.

If you have any questions concerning the Proxy Statement or the accompanying proxy card, or if you need any help in

voting your shares, please telephone Christopher J. Henderson of Salem at (805) 987-0400.

PLEASE VOTE YOUR SHARES

ON-LINE,ONLINE, BY TELEPHONE OR BY

SIGNING, DATING AND RETURNING

THE ENCLOSED PROXY CARD TODAY.

4880 Santa Rosa Road

Camarillo, CA 93012

(805) 987-0400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 22, 2012May 19, 2015

NOTICE IS HEREBY GIVEN that the 20122015 Annual Meeting of Stockholders (the “Annual Meeting”) of Salem Communications CorporationMedia Group, Inc. (“Salem”) will be held on Friday, June 22, 2012Tuesday, May 19, 2015 at 9:30 a.m. P.D.T. at Salem’s corporate offices which are located at 4880 Santa Rosa Road, Camarillo, California, subject to adjournment or postponement by the boardBoard of directors,Directors, for the following purposes:

Only holders of record of Salem’s Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, on April 24, 2012,March 23, 2015, the record date, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. A list of such stockholders will be available for examination by any stockholder at the time and place of the Annual Meeting.

Holders of a majority of the voting power of the outstanding shares of the Class A common stock and of the Class B common stock must be present in person or represented by proxy in order for the Annual Meeting to be held. Therefore, we urge you to review the accompanying proxy card and either vote by (a) Internet or by telephone as instructed in this proxy statement,Proxy Statement, or (b) if you have opted out of receiving Notices, by signing, dating and returning your completed proxy in the enclosed postage prepaid envelope whether or not you expect to attend the Annual Meeting in person. If you received only the Notice of how to access the proxy statement via the Internet, a proxy card was not sent to you, and you may vote only via the Internet if you do not attend the Annual Meeting or request that a proxy card be mailed to you. If you attend the Annual Meeting and wish to vote your shares personally, you may do so by validly revoking your proxy as described below.

Prior to the voting thereof, a proxy may be revoked by the person executing such proxy by: (i) filing with the Secretary of Salem prior to the commencement of the Annual Meeting, either a duly executed written notice dated subsequent to such proxy revoking the same or a duly executed proxy bearing a later date, or (ii) attending the Annual Meeting and voting in person.

		By order of the boardBoard of directors,		Directors,
		CHRISTOPHER J. HENDERSON
		Secretary

Camarillo, California

May 4, 2012April 9, 2015

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to

Be Held on June 22, 2012:May 19, 2015: Our proxy statementProxy Statement for the 20122015 Annual Meeting of Stockholders and Annual

Report on Form 10-K for the year ended December 31, 2011,2014, are available at

www.proxyvote.com

YOUR VOTE IS IMPORTANT.

TO VOTE YOUR SHARES, PLEASE VOTE

ONLINE, BY TELEPHONE OR BY

SIGNING AND DATING THE ENCLOSED PROXY CARD

AND MAILING IT PROMPTLY

IN THE ENCLOSED RETURN ENVELOPE.

SALEM MEDIA GROUP, INC.

SALEM COMMUNICATIONS CORPORATION

4880 Santa Rosa Road

Camarillo, CA 93012

(805) 987-0400

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 22, 2012

TABLE OF CONTENTS

i

iiINTRODUCTION

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation by the boardBoard of directorsDirectors (the “board”“Board” or the “board“Board of directors”Directors”) of Salem Communications Corporation,Media Group, Inc., a Delaware corporation (the(“Salem” or the “Company”), of proxies for use at the 20122015 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) scheduled to be held at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

INFORMATION REGARDING VOTING AT THE ANNUAL MEETING

General

At the Annual Meeting, the stockholders of the Company are being asked to consider and to vote upon the following proposals:proposals

For information regarding this proposal, see the section of this Proxy Statement entitled “PROPOSAL 1—ELECTION OF DIRECTORS.”

For information regarding this proposal, see the section of this Proxy Statement entitled “PROPOSAL 2—PROPOSAL TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN.”

For information regarding this proposal, see the section of this Proxy Statement entitled “PROPOSAL 3—PROPOSAL TO RATIFY THE APPOINTMENTAPPOINMENT OF SINGERLEWAK LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.”

Shares represented by properly executed proxies received by the Company will be voted at the Annual Meeting in the manner specified therein or, if no instructions are marked on the enclosed proxy card, FOR eachin accordance with the recommendation of the director nominees identifiedBoard of Directors on such proxy card for such directors, andFOReach of Proposals 2 and 3 as the holder of such shares is entitled to vote.all matters presented in this Proxy Statement. Although management does not know of any matter other than the proposalsproposal described above to be acted upon at the Annual Meeting, unless contrary instructions are given, shares represented by valid proxies will be voted by the persons named on the accompanying proxy card in accordance with their respective best judgment in respect of any other matters that may properly be presented for a vote at the Annual Meeting.

Execution of a proxy will not in any way affect a stockholder’s right to attend the Annual Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised by: (a) filing with the Secretary of Salem prior to the commencement of the Annual Meeting, either a duly executed written notice dated subsequent to such proxy revoking the same or a duly executed proxy bearing a later date, or (b) attending the Annual Meeting and voting in person.

The mailing address of the principal executive offices of the Company is 4880 Santa Rosa Road, Camarillo, California 93012, and its telephone number is (805) 987-0400.

Record Date, Quorum and Voting

Only stockholders of record on April 24, 2012March 23, 2015 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting. There were outstanding on the Record Date 18,761,93119,836,855 shares of Class A common stock, par value $0.01 per share (“Class A common stock”), and 5,553,696 shares of Class B common stock, par value $0.01 per share (“Class B common stock”) (the Class A common stock and the Class B common stock are collectively referred to as the “common stock”). Each share of outstanding Class A common stock is entitled to one (1) vote on each matter to be voted on at the Annual Meeting and

each share of outstanding Class B common stock is entitled to ten (10) votes on each matter to be voted on at the Annual Meeting, except that, as provided in the Company’s Amended and Restated Certificate of Incorporation, the holders of Class A common stock shall be entitled to vote as a class, exclusive of the holders of the Class B common stock, to elect two (2) “Independent Directors.” The two (2) Independent Directors shall be elected by a majority of the votes of the shares of Class A common stock present in person or represented by proxy and entitled to vote on the election of the Independent Directors; the remaining six directorsfive (5) Directors will be elected by a majority of the votes of the shares of Class A common stock and Class B common stock present in person or represented by proxy and entitled to vote on the election of such directors.Directors. For information regarding the election of the Independent Directors, see the section of this Proxy Statement entitled “PROPOSAL 1—ELECTION OF DIRECTORS.”

The presence in person or representation by proxy of the holders of at least a majority of the voting power of the common stock issued and outstanding and entitled to vote is necessary to constitute a quorum at the Annual Meeting. In the event there are not sufficient shares for a quorum at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

Only votes cast in person at the Annual Meeting or received by proxy before the beginning of the Annual Meeting will be counted. Giving us your proxy means you authorize usthe proxy holders to vote your shares at the Annual Meeting in the manner you direct. If your shares are held in your name, you can vote by proxy in three (3) convenient ways as follows:

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. on June 21, 2012.May 18, 2015.

Under Delaware law and the Company’s Amended and Restated Certificate of Incorporation and Bylaws, abstentions and broker non-votes are counted for the purpose of determining the presence or absence of a quorum for the transaction of business. With regard to the election of directors,Proposal 1, votes may be cast in favor of or against any particular director nominee. With regard to ProposalsProposal 2, and 3, votes may be cast in favor of or against the respective proposal. AnyProposals 1, 2 and any other stockholder proposals that properly come before the Annual Meeting require, in general, the affirmative vote of a majority of the voting power of the shares of Class A common stock and Class B common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. For Proposals 1 2 and 3,2, abstentions will be counted in tabulations of the votes cast on a proposal and will have the same effect as a vote against the proposal. For each proposal, whereas broker non-votes will not be counted for purposes of determining whether the proposal has been approved. If you hold shares of our common stock through a broker, bank or other nominee, then you hold shares in street name. Thus, you must instruct the broker, bank or other nominee as to how to vote your shares. Under the rules of the New York Stock Exchange (“NYSE”), if you do not provide such instructions, the firm that holds your shares will have discretionary authority to vote your shares with respect to “routine” matters. Pursuant to NYSE rules, ProposalsProposal 1 and 2 areis not considered a “routine” matters. Thus,matter; thus, your broker will not have discretionary authority to vote your shares in connection with ProposalsProposal 1 and 2 if you do not provide it with instructions.

Electronic Access to Proxy Materials

Pursuant to applicable United States Securities and Exchange Commission (“SEC”) rules, the Company is making this proxy statementProxy Statement and its Annual Report on Form 10-K available to its stockholders electronically via the Internet at www.proxyvote.com. On or about May 4, 2012,April 9, 2015, we will mail to stockholders a Notice containing instructions on how to access this proxy statementProxy Statement along with our Annual Report on Form 10-K as well as instructions on how to vote online. The Notice also instructs you on how you may submit your proxy vote securely over the Internet or by telephone. YouIf you received a Notice, you will not automatically receive a printed copy of the proxy statementProxy Statement and annual report.Annual Report. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials as set forth in the Notice.

Solicitation

The cost of preparing, assembling and sending the Notice of Annual Meeting of Stockholders, this Proxy Statement and the enclosed proxy card will be paid by the Company. Following the delivery of this Proxy Statement, directors, officersDirectors, Officers and other employees of the Company may solicit proxies by mail, telephone, facsimile or other electronic means or by personal interview. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians nominally holding shares of Class A common stock of record will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their reasonable charges and expenses in connection therewith.

Householding

With regard to the delivery of Annual Reports and Proxy Statements, under certain circumstances the SEC permits a single set of such documents or, where applicable, one Notice, to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder, however, still receives a separate proxy card. This procedure, known as “householding,” reduces the amount of duplicate information received at a household and reduces delivery and printing costs as well. A number of banks, brokers and other firms have instituted householding and have previously sent a notice to that effect to certain of the Company’s stockholders whose shares are registered in the name of such bank, broker or other firm. As a result, unless the stockholders receiving such notice gave contrary instructions, only one Annual Report and/or Proxy Statement, as applicable, will be delivered to an address at which two (2) or more stockholders reside. If any stockholder residing at such an address wishes to receive a separate Annual Report or Proxy Statement for the Annual Meeting or for future stockholder meetings, such stockholder should telephone toll-free 1-800-579-1639, or write to Salem Communications CorporationMedia Group, Inc. c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. A separate set of proxy materials relating to the Annual Meeting will be sent promptly following receipt of your request. In addition, if any stockholder who previously consented to householding desires to receive a separate copy of a Proxy Statement or Annual Report, as applicable, for each stockholder at his or her same address, such stockholder should contact his or her bank, broker or other firm in whose name the shares are registered or contact the Company at the address or telephone number listed on page 1 of this Proxy Statement. Similarly, a stockholder may use any of these methods if such stockholder is receiving multiple copies of a Proxy Statement or Annual Report and would prefer to receive a single copy in the future.

THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Board of Directors

The boardBoard of directorsDirectors presently consists of seven members and(7) members. Mr. Davenport, an incumbent Board member, has decided not to stand for re-election to the Board at the upcoming 2015 Annual Meeting. Director nominee Eric H. Halvorson will be increased to eight members in connection withstanding for election at the election of directors at the2015 Annual Meeting. The following table sets forth certain information as of April 24, 2012,March 23, 2015, except where otherwise indicated, with respect to the directorsDirectors of the Company. Each of the directorsDirectors of the Company serves a one-yearone (1) year term and all directorsDirectors are subject to re-election at each annual meeting of stockholders.

Board Composition

As a national media presence focused on the Christian and family themedfamily-themed audience and the conservative news talk audience, our business involves an operational structure that operates on a broad scale and encompasses research, technical developments, and marketing functions in a context characterized by rapidly evolving technologies, exposure to business cycles, and significant competition. The Company’s Nominating and Corporate Governance Committee is responsible for reviewing and assessing with the boardBoard the appropriate skills, experience, and background sought of boardBoard members in the context of our business and the then-current membership on the board.Board. This assessment of boardBoard skills, experience, and background includes numerous diverse factors, such as understanding of and experience in radio and new media;media, understanding of our audience and the ministries that serve them;serves it, and finance, marketing and advertising experience. The priorities and emphasis of the Nominating and Corporate Governance Committee and of the boardBoard with regard to these factors may change from time to time to take into account changes in the Company’s business and other trends, as well as the portfolio of skills and experience of current and prospective boardBoard members. The Nominating and Corporate Governance Committee and the boardBoard will review and assess the continued relevance of and emphasis on these factors as part of the board’sBoard’s annual self-assessment process and in connection with candidate searches to determine if they are effective in helping to satisfy the board’sBoard’s goal of creating and sustaining a boardBoard that can appropriately support and oversee the Company’s activities.

We believe that it is important for our boardBoard members to have diverse backgrounds, skills and experiences and seek such diversity in nominating director candidates. One goal of this diversity of backgrounds, skills and experience is to assist the boardBoard in its oversight concerning our business and operations. We consider the key skills, qualifications and experience listed below as important for our directorsDirectors to collectively have in light of our current business and structure. The directors’Directors’ biographies provided later in this Proxy Statement note each director’s relevant skills, qualifications and experience. As part of an annual effectiveness review, the boardBoard evaluates its composition to ensure that the boardBoard as a whole sufficiently represents a diverse set of relevant background, skillbackgrounds, skills and experience.

•

Business Development Experience. Directors who have a background in business development can provide insight into developing and implementing strategies for growing our business through acquisitions.

Set forth below is certain information concerning the principal occupation and business experience of each of the directorsDirectors during the past five (5) years and other relevant experience.

Stuart W. Epperson

Mr. Epperson has been Chairman of the Board of the Company since its inception. He is also a directorDirector of Salem Communications Holding Corporation, a wholly-owned subsidiary of the Company. Mr. Epperson has been engaged in the ownership and operation of radio stations since 1961. Mr. Epperson has been a member of the boardBoard of directorsDirectors of the National Religious Broadcasters for a number of years; heyears and was re-elected to a three-yearthree (3) year term on that boardBoard in February 2010.2013. Mr. Epperson is married to Nancy A. Epperson, who is Mr. Atsinger’s sister.

As co-founder of the Company, Mr. Epperson provides the boardBoard with extensive and valuable radio and senior executive leadership experience, business development experience and insight into the background and vision of the Company. His past political experience as well as his continuing operation of radio stations for related businesses provide the boardBoard with valuable relevant experience with the needs and goals of our audience and our programmers and enable Mr. Epperson to contribute to the boardBoard by assessing the many and varied strategic opportunities presented to the Company.

Edward G. Atsinger III

Mr. Atsinger has been Chief Executive Officer, a director of the Company and a directorDirector of each of the Company’s subsidiaries since their inception. He was President of Salem from its inception through June 2007. He has been engaged in the ownership and operation of radio stations since 1969. Mr. Atsinger has been a member of the boardBoard of directorsDirectors of the National Religious Broadcasters for a number of years; heyears and was re-elected to a three-yearthree (3) year term on that boardBoard in February 2010.2013. He haswas also been a member of the National Association of Broadcasters Radio Board since 2008.from 2008 through 2014. Mr. Atsinger has been a member of the boardBoard of directorsDirectors of Oaks Christian School in Westlake Village, California since 1999. Mr. Atsinger is the brother-in-law of Mr. Epperson.

As co-founder of the Company, Mr. Atsinger provides the boardBoard with extensive and valuable radio and senior executive leadership experience, business development experience and insight into the background and vision of the Company. His longstanding association with and service on many broadcasting-related boardsBoards of directorsDirectors over the years also provides valuable radio and new media experience as well as an understanding of the broader needs and challenges facing our industry.

David Davenport

Mr. Davenport has been a director of the Company since November 2001. Mr. Davenport is Counselor to the Director of the Hoover Institution (since 2008) and a Research Fellow (since 2001). He was a Distinguished Professor of Public Policy at Pepperdine University from 2003 to 2008. Mr. Davenport was the Chief Executive Officer of Starwire Corporation, a software service company formerly known as Christianity.com, from June 2000 to May 2001. Mr. Davenport served as President of Pepperdine University from 1985 to 2000 and from 1980 through 1985 he served as a Professor of Law, General Counsel, and Executive Vice President of the University. Mr. Davenport currently serves on the boards of Forest Lawn Memorial Parks Association and California Forward. Mr. Davenport also served on the board of directors of Ameron International Corporation from December 2002 through March 2011.

As a scholar, educator, executive and attorney, Mr. Davenport brings to the board valuable senior executive leadership experience, new media experience, public company board experience, and legal expertise.

Roland S. Hinz

Mr. Hinz has been a directorDirector of the Company since September 1997. Mr. Hinz has been the owner, President and Editor-in-Chief of Hi-Torque Publishing Company, a publisher of magazines covering the motorcycling and biking industries, since 1982. Mr. Hinz is also the managing member of Hi-Favor Broadcasting, LLC, the licensee of radio stations KLTX-AM, Long Beach, California, and KEZY-AM, San Bernardino, California (which were acquired from the Company in August 2000 and December 2001, respectively), and radio station KSDO-AM, San Diego, California. Mr. Hinz also serves on the boardBoard of directorsDirectors of the Association for Community Education, Inc., a not-for-profit corporation operating Spanish Christian radio stations in California. Mr. Hinz also served on the boardBoard of directorsDirectors of Truth for Life, a non-profit organization that is a customer of the Company, from 2000 through September 2010.

Mr. Hinz’s qualifications to serve on the boardBoard include his extensive business experience, skills and acumen reflected in his senior executive management experience as President and Editor-in-Chief of a magazine publishing company. He also has served as a boardBoard member for several not-for-profit organizations, enabling him to bring valuable cross-boardcross-Board experience as well as relevant experience with our audience and programmers.

Richard A. Riddle

Mr. Riddle has been a directorDirector of the Company since September 1997. Mr. Riddle is an independent businessman specializing in providing financial assistance and consulting to individuals and manufacturing companies. He was President and majority stockholder of I. L.I.L. Walker Company from 1988 to 1997 when that company was sold. He also was Chief Operating Officer and a major stockholder of Richter Manufacturing Corp. from 1970 to 1987. In October 2010, Mr. Riddle joined the boardBoard of directorsDirectors of Truth for Life, a non-profit organization that is a customer of the Company. Additionally, in 2010, Mr. Riddle joined the Board of Directors of Know the Truth, a non-profit organization that is also a customer of the Company.

Having an extensive career in financial matters, Mr. Riddle brings to the boardBoard significant financial experience enabling him to assess and provide oversight concerning business and financial matters addressed by the Company.

David Davenport

Mr. Davenport has been a Director of the Company since November 2001. Mr. Davenport is not standing for re-election as a director of the Company at the Annual Meeting. Mr. Davenport is a Research Fellow (since 2001) and Director of Washington D.C. Programs (since 2014) at the Hoover Institution, Stanford University, where he also previously served as Counselor to the Director. He was a Distinguished Professor of Public Policy at Pepperdine University from 2003 to 2008. Mr. Davenport was the Chief Executive Officer of Starwire Corporation, a software service company formerly known as Christianity.com, from June 2000 to May 2001. Mr. Davenport served as President of Pepperdine University from 1985 to 2000 and from 1980 through 1985 he served as a Professor of Law, General Counsel, and Executive Vice President of the University. Mr. Davenport currently serves on the Board of Directors of Forest Lawn Memorial Parks Association. Mr. Davenport also served on the Board of Directors of Ameron International Corporation from December 2002 through March 2011.

As a scholar, educator, executive and attorney, Mr. Davenport brings to the Board valuable senior executive leadership experience, new media experience, public company Board experience and legal expertise.

Jonathan Venverloh

Mr. Venverloh has been a directorDirector of the Company since September 2011. Mr. Venverloh has worked in digital media and advertising since 1994, including more than tentwelve (12) years at Google and stints at a major news website and global advertising agencies. Mr. Venverloh hascurrently serves as Director, Global Sales within Google Shopping, and from 2000-2010 he served as Senior Manager at Google since October 2011. He was previously at Google from 2000-2010 and he served asGoogle’s Head of Distribution Partnerships and launched Google’s Enterprise Division. From 1997 to 1999, Mr. Venverloh led Weather.com’s sales efforts for the West Coast. From 1994 to 1996 he worked at global ad agencies Saatchi & Saatchi and DDB Needham. Mr. Venverloh has also served as an advisor to digital media startups and served on the boardBoards of directorsDirectors of several non-profits. He earned a Bachelor of Arts in Advertising from Southern Methodist University and a Master’s Degree in Management from the Stanford Graduate School of Business.

Mr. Venverloh brings to the boardBoard valuable senior executive leadership experience and extensive digital media and advertising expertise. With senior management experience at a large public Internet company as well as service as an advisor to smaller digital media startups, Mr. Venverloh is well-positioned to advise the boardBoard on a wide cross-section of new media matters.

Dennis M. Weinberg

James Keet Lewis

Mr. WeinbergLewis has been directora Director of the Company since 2005.May 2014. Mr. WeinbergLewis is co-owner of Lewis Group International, which has since 1990 been involved in several new product introductions in the health and wellness industry. Mr. Lewis was onealso the founder and president of Cool Pool Solutions, Inc. and is co-developer of a patent on a swimming pool maintenance product, The Skimmer Basket Buddy. Most recently, Mr. Lewis has focused a significant amount of his consulting time on international energy projects. Mr. Lewis serves or has served on various political, ministry and charity boards, including the founding directors for WellPoint, a health benefits company. From February 2002 to May 2006,Christian Film and Television Commission, Liberty Institute, The Criswell College, Heritage Alliance, Heritage Alliance PAC, Texas Life Connections, Goodwill of Dallas, The Heidi Group, World Link Ministries, Dallas Council For Life and The Caring Peoples Network. Mr. Weinberg served as President and Chief Executive Officer for ARCUS Enterprises, a WellPoint business development subsidiary. Previously, Mr. Weinberg served for nearly 20 years in a variety of CEO, Group President, and Executive Vice President positions with WellPoint and its various affiliates. Prior to WellPoint, Mr. Weinberg held a variety of business consulting positions with the accounting firm of Touche-Ross and Company (currently Deloitte & Touche) in Chicago. Before that, he was general manager for the CTX Products Division of Pet, Inc. at the time, an I.C. Industries Company in St. Louis, Missouri, a designer and manufacturer of commercial computerized processing equipment. Mr. Weinberg alsoLewis currently serves as a board member and chairmantrustee of the audit committee for Dole Food Company (NYSE: DOLE) since November 2009. Mr. Weinberg serves as a board member of Renal Ventures Management and as a board member of Applied Merchants Systems,Houston Christian Broadcasting, Inc. Mr. Weinberg is a General Member of the development companies of FRWII, LLC, SkyView Development, LLC and KNIC, LLC., which operates 18 non-commercial Christian radio stations, including its flagship station KHCB, in Houston, Texas. He is also currently on the co-founderBoard of CornerstoneBott Radio Network Associates, Life Skills for American Families, and is an advisor for the Pacific Justice Institute.in Kansas City, MO. Additionally, since 2009, Mr. WeinbergLewis has served on the boardBoard of directors of TruthHope for Life from November 2003 to September 2007. Truth for Life isthe Heart Ministries, a non-profit organization that is a customer of the Company. Mr. Lewis received his B.B.A. in 1977 from the University of Texas.

Mr. Weinberg has significant executiveLewis brings to the Board valuable leadership experience and relevant experience with our audience and programmers by virtue of his Board service on several political, charitable and ministry organizations.

Eric H. Halvorson

Mr. Halvorson has been an Attorney at the strategic, financial,Law Office of Eric H. Halvorson since 2010 and operational requirementsfocuses his practice on business law and estate planning. Mr. Halvorson is also of large researchcounsel to Stowell, Zeilenga, Ruth, Vaughn, and manufacturing-oriented organizations,Treiger LLP, a boutique business law firm in Westlake Village. Mr. Halvorson has been an Adjunct Professor at the Pepperdine University School of Law for the 2006-2007, 2009-2010, 2010-2011, and brings to our board senior executive leadership2013-2014 academic years. He was an Executive in Residence at Pepperdine University Seaver College of Letters, Arts and financial experience. In addition, havingSciences from 2000-2003 and from 2005-2007. Mr. Halvorson was President and Chief Operating Officer of the Company from 2007-2008, Chief Operating Officer from 1996-2000 and Executive Vice President of the Company from 1991-2000. From 1991-1999 and 1985-1988, Mr. Halvorson also served as CEOGeneral Counsel to the Company. Mr. Halvorson was the managing partner of health care companies,the law firm of Godfrey & Kahn, S.C.-Green Bay from 1988 until 1991. From 1985 to 1988, he has substantial experience in dealingwas Vice President and General Counsel of the Company. From 1976 until 1985, he was an associate and then a partner of Godfrey & Kahn, S.C.-Milwaukee. Mr. Halvorson was a Certified Public Accountant with researchArthur Andersen & Co. from 1971 to 1973. Mr. Halvorson is a member of the board of directors of Intuitive Surgical, Inc. and development efforts and technological innovation, which has provided him with insight into the challenges and fast-moving developments of new media. AsPharmacyclics, Inc. Mr. Halvorson was previously a director of another public company board, including serving as its audit committee chair, Mr. Weinberg also provides public company cross-board experience.the Company from 1988-2008.

Frank Wright

Mr. Wright serves as President and Chief Executive OfficerEpperson, the Company’s Chairman, recommended Mr. Halvorson’s nomination to the Company’s Board of the National Religious Broadcasters (NRB), a position he has held for nine years. Prior to joining NRB in 2003, he served for seven years as Executive Director of the Center for Christian Statesmanship based on Capitol Hill. As head of the world’s largest Christian media association, Mr. Wright has significant and wide-ranging experience in the electronic media marketplace, including active engagement in the regulatory and public policy processes centered in Washington, DC. He is an ordained Elder in the Presbyterian Church (PCA). Mr. Wright’s extensive corporate governance experience includes board service for The Evangelical Council for Financial Accountability, Knox Theological Seminary, The NRB Television Network, and Evangelism Explosion International. Mr. Wright was recommended by the Nominating and Corporate Governance Committee and selected as a director nominee by the board.

Directors. It is anticipated that Mr. WrightHalvorson will bring valuable legal and financial expertise as both an academic and practitioner, along with broad and cross-sectionalextensive historical knowledge of the electronic media landscapeCompany to the Board. He has also served as a director ofBoard member for several for-profit companies which enables him to bring relevant cross-Board experience to the Company. With his knowledge of and recognized presence on Capitol Hill, Mr. Wright also brings added strength to the public policy process.

Director Independence and Executive Sessions

The Company’s boardBoard of directorsDirectors evaluated the independence of each of the Company’s directorsDirectors pursuant to the listing standards of the NASDAQ Stock Market (“NASDAQ Rules”). During this review, which included a review of the transactions and as more specificallyrelationships described in the section of this Proxy Statement entitled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”, below, the boardBoard of directorsDirectors considered various transactions and relationships among directorsDirectors (and their affiliates or family members), members of the Company’s senior management, affiliates and subsidiaries of the Company and certain other parties that occurred during the past three (3) fiscal years. This review was conducted to determine whether, under the NASDAQ Rules, any such relationships or transactions would affect the boardBoard of directors’Directors’ determination as to each director’s independence from management.independence.

Upon conclusion of this review, the boardBoard of directorsDirectors determined that, of the directorsDirectors nominated for election at the Annual Meeting, a majority of the boardBoard (comprised of Messrs. Davenport, Hinz, Riddle, Venverloh, Lewis and Weinberg)Director nominee Mr. Halvorson) is or in the case of nominee Frank Wright, will if elected be, independent of the Company and its senior management as required by the NASDAQ Rules. As part of its evaluation of the independence of nominee Frank Wright, the board of directors considered

his position as an executive officer of the NRB and determined that his service in such position does not have an adverse impact upon the board’s determination that Mr. Wright will, if elected, be considered independent of the Company and its senior management as required by the NASDAQ Rules.

The NASDAQ Rules also require that independent members of the boardBoard of directorsDirectors meet periodically in executive sessions during which only independent directorsDirectors are present. The Company’s independent directorsDirectors have met separately in such executive sessions and in the future will regularly meet in executive sessions as required by the NASDAQ Rules.

Committees of the Board of Directors

The Company’s boardBoard of directorsDirectors has three (3) committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The following table identifies the independent members of the boardBoard of directorsDirectors and lists the members and chairman of each of these committees:

(1) Mr. Davenport will not be standing for re-election as a Director of the Company at the 2015 Annual Meeting.

I = Director is independent

X = Current member of committee

C = Current member and chairman of the committee

Audit Committee

The Audit Committee of the Board of Directors (the “Audit Committee”) is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee currently consists of Messrs. WeinbergRiddle (Chairman), Hinz, RiddleVenverloh and Venverloh,Lewis, each of whom is independent under the NASDAQ Rules and applicable SEC rules and regulations. The boardBoard of directorsDirectors has determined that Mr. Weinberg,Riddle, the Audit Committee Chairperson, qualifies as an “audit committee financial expert,”expert” as defined and required by applicable SEC rules and regulations.

The Audit Committee held four (4) regularly-scheduled meetings and three (3) special telephonic meetings in 20112014 and operates under a written charter adopted by the boardBoard of directors.Directors. The Audit Committee and the Company’s boardBoard of directorsDirectors annually (or more often as needed) review the charter to ensure it conforms to current laws and practices. This charter is available on the Company’s Internet website (www.salem.cchttp://salemmedia.com) and a copy of the charter may be obtained upon written request from the Secretary of the Company. Any information found on the Company’s website is not a part of, or incorporated by reference into, this or any other report of the Company filed with, or furnished to, the SEC.

The Audit Committee’s responsibilities are generally to assist the boardBoard of directorsDirectors in fulfilling its legal and fiduciary responsibilities relating to accounting, audit and reporting policies and practices of the Company and its subsidiaries. The Audit Committee also, among other things, oversees the Company’s financial reporting process, retains and engages the Company’s independent registered public accounting firm, approves the fees for the Company’s independent registered public accounting firm, monitors and reviews the quality, activities and functions of the Company’s independent registered public accounting firm, and monitors the adequacy of the Company’s operating and internal controls and procedures as reported by management and the Company’s independent registered public accounting firm. The Audit Committee Report set forth later in this Proxy Statement provides additional details about the duties and activities of this committee.

Compensation Committee

As provided under applicable laws and rules, the Company’s boardBoard of directorsDirectors delegates authority for compensation matters to the Compensation Committee of the boardBoard of directors.Directors (the “Compensation Committee”). The Compensation Committee’s membership is determined by the boardBoard of directors.Directors. The Compensation Committee currently consists of Messrs. Davenport (Chairman), Hinz and Riddle, each of whom is independent under the NASDAQ Rules.Rules, including recently adopted compensation committee independence requirements. The Compensation Committee is authorized to review and approve compensation, including non-cash benefits, and severance arrangements for the Company’s Section 16 officers and employees and to approve salaries, remuneration and other forms of additional compensation and benefits as it deems necessary. The Compensation Committee also administers the Company’s Second Amended and Restated 1999 Stock Incentive Plan (the “Stock Plan”).

The Compensation Committee held threetwo (2) regularly scheduled meetings and one (1) special meeting in 2011.2014. The Compensation Committee meets at least twice annually and at additional times as are necessary or advisable to fulfill its duties and responsibilities.

The role of the Company’s Compensation Committee is to oversee the Company’s compensation and benefit plans and policies, administer the Stock Plan (including reviewing and approving equity grants to elected officers), and to review and approve all compensation decisions relating to elected officers, including those for the Company’s Named Executive Officers.Officers (who are listed in the Summary Compensation Table below). In 2011,2014 the actions of the Compensation Committee included:included reviewing objective benchmarks and metrics by which a Named Executive Officer’s performance can be measured;measured and analyzing peer compensation and performance data for comparison with the Company’s Named Executive Officers. The Compensation Committee has delegated limited authority to Edward G. Atsinger III, the Company’s Chief Executive Officer, to grant up to $150,000 of options to purchase the Company’s Class A common stock annually (measured each calendar year without carry-over of unused grant authority from year to year). The $150,000 is calculated at a price equal to the price of the Company’s Class A common stock at the NASDAQ market close on the date the stock options are granted. This delegated authority is subject to prompt notification to the Compensation Committee of the issuance of any such grants and ratification of any such grants at the next regularly scheduled Compensation Committee meeting following the date of such grants.

The Company’s Named Executive Officers do not determine or approve any element or component of their own compensation. The Company’s CEO provides a recommendation to the Compensation Committee for base salary and annual incentive compensation for the Named Executive Officers reporting to him.

The Compensation Committee operates pursuant to a charter that was approved by the boardBoard of directors.Directors. The charter sets forth the responsibilities of the Compensation Committee. The Compensation Committee and the Company’s boardBoard of directorsDirectors annually (or more often as needed) review the charter to ensure it conforms to current laws and practices. This charter is available on the Company’s Internet website (www.salem.cchttp://salemmedia.com) and a copy of the charter may be obtained from the Secretary of the Company upon written request. Any information found on the Company’s website is not a part of, or incorporated by reference into, this or any other report of the Company filed with, or furnished to, the SEC.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”) currently consists of Messrs. RiddleHinz (Chairman), Davenport, Hinz,Riddle, Venverloh and Weinberg,Lewis, each of whom is independent under the NASDAQ Rules. The Nominating and Corporate Governance Committee held threetwo (2) regularly scheduled meetings in 2011.2014.

The Nominating and Corporate Governance Committee is authorized to: (a) develop and recommend a set of corporate governance standards to the boardBoard of directorsDirectors for adoption and implementation,implementation; (b) identify individuals qualified to become members of the boardBoard of directors,Directors; (c) recommend that director nominees be elected at the Company’s next annual meeting of stockholders,stockholders; (d) recommend nominees to serve on each standing committee of the boardBoard of directors,Directors; (e) lead in the annual review of boardBoard performance and evaluation of the board’s effectiveness,Board’s effectiveness; (f) ensure that succession planning takes place for the position of chief executive officer and other key Company senior management positions,positions; and (g) analyze, review and, where appropriate, approve all related party transactions to which the Company or its subsidiaries or affiliates are a party, all in accordance with applicable rules and regulations.

To qualify as a nominee for service on the boardBoard of directors,Directors, a candidate must have sufficient time and resources available to successfully carry out the duties required of a Company boardBoard member. The Nominating and Corporate Governance Committee desires to attract and retain highly qualified directorsDirectors who will diligently execute their responsibilities and enhance their knowledge of the Company’s core businesses and seeks directorsDirectors who possess some or all of the skills, qualifications and experience described under “Board Composition” in this Proxy Statement.

The Nominating and Corporate Governance Committee implements the Company’s policy regarding stockholder nominations by considering nominees for director positions that are made by the Company’s stockholders. Any stockholder desiring to make such a nomination must submit in writing the name(s) of the recommended nominee(s) to the Secretary of the Company at least 90 days before nor earlier than 120 days prior to the first anniversary of the preceding annual meeting of stockholders. The written submission must also contain biographical information about the proposed nominee, a description of the nominee’s qualifications to serve as a member of the boardBoard of directors,Directors, and evidence of the nominee’s valid consent to serve as a director of the Company if nominated and duly elected.

The Company’s directorsDirectors provide oversight of the Company’s management and play a key role in shaping the strategic direction of the Company. Consistent with the Company’s Nominating and Corporate Governance Charter, the Nominating and Corporate Governance Committee considers various criteria in boardBoard candidates, including, the skills, qualifications and experience described under “Board Composition” in this Proxy Statement, as well as their appreciation of the Company’s core purpose, core values, and whether they have time available to devote to boardBoard activities. The Nominating and Corporate Governance Committee also considers whether a potential nominee would satisfy:

Whenever a vacancy exists on the boardBoard due to expansion of the board’sBoard’s size or the resignation, retirement or term expiration of an existing director, the Nominating and Corporate Governance Committee identifies and evaluates potential director nominees. The Nominating and Corporate Governance Committee considers recommendations of management, stockholders and others. The Nominating and Corporate Governance Committee has sole authority to retain and terminate any search firm to be used to identify director candidates, including approving its fees and other retention terms.

Director candidates are evaluated using the criteria described above and in light of the then-existing composition of the board,Board, including its overall size, structure, backgrounds and areas of expertise of existing directorsDirectors and the relative mix of independent and employee directors.Directors. The Nominating and Corporate Governance Committee also considers the specific needs of the various boardBoard committees. The Nominating and Corporate Governance Committee recommends potential director nominees to the full board,Board, and final approval of a candidate for nomination is determined by the full board.Board. This evaluation process is the same for director nominees who are recommended by our stockholders.

The boardBoard of directorsDirectors has adopted a written charter for the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee and the Company’s boardBoard of directorsDirectors annually (or more often as needed) review the charter to ensure it conforms to current laws and practices. This charter is available on the Company’s Internet website (www.salem.cchttp://salemmedia.com) and a copy of the charter may be obtained upon written request from the Secretary of the Company.Any information found on the Company’s website is not a part of, or incorporated by reference into, this or any other report of the Company filed with, or furnished to, the SEC.

The Nominating and Corporate Governance Committee did not receive any recommendations from stockholders proposing candidate(s) for election at the Annual Meeting. None of the directorsDirectors serving on the Audit Committee, the Compensation Committee, or the Nominating and Corporate Governance Committee are employees of the Company.

Although the boardBoard does not have a formal policy on diversity, the Nominating and Corporate Governance Committee and the boardBoard review from time-to-time the membership of the boardBoard in light of the Company’s operations and strategic objectives and consider whether the current boardBoard members possess the requisite skills, experience and perspectives to oversee the achievement of those goals. As part of an annual effectiveness review, the Nominating and Corporate Governance Committee evaluates the diversity of the boardBoard composition to ensure that it sufficiently represents a diverse set of background, skills and experience.

Board Leadership Structure

Historically, the Company’s boardBoard of directorsDirectors has had a general policy that the positions of Chairman of the Board and CEO should be held by separate persons as an aid in the board’sBoard’s oversight of management. This policy has been in effect since the Company began operations. The Chairman of the Board is a full-time senior executive of the Company. The duties of the Chairman of the Board include:

The boardBoard of directorsDirectors believes that there are advantages to having a separate Chairman for matters such as communications and relations between the boardBoard members, the CEO, and other senior management; in assisting the boardBoard in reaching consensus on particular strategies and policies; and in facilitating robust director, board,Board, and CEO evaluation processes. In addition, having separate Chairman and CEO positions permits the CEO to focus on day-to-day business and allows the Chairman to lead the boardBoard in its oversight responsibilities. The boardBoard currently consists of the Chairman of the board, Mr. Epperson,Board, the Company’s CEO, Mr. Atsinger, and five (5) independent directors.Directors. One of Mr. Epperson’s roles is to oversee and manage the boardBoard of directorsDirectors and its functions, including setting meeting agendas and running boardBoard meetings. In this regard, Mr. Epperson and the boardBoard in their advisory and oversight roles are particularly focused on assisting the CEO and senior management in seeking and adopting successful business strategies and risk management policies, and in making successful choices in management succession.

Board’s Role in Risk Oversight

The Company’s boardBoard of directorsDirectors as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant boardBoard committees. These committees then provide reports to the full board.Board. The oversight responsibility of the boardBoard and its committees is enabled by management reporting processes that are designed to provide visibility to the boardBoard about the identification, assessment, and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, legal and compliance, and other risks. The boardBoard and its committees oversee risks associated with their respective areas of responsibility, as summarized above.

Director Attendance at Board and Committee Meetings and 20112014 Annual Meeting of Stockholders

The full boardBoard of directorsDirectors held four regularly-scheduled(4) regularly scheduled meetings in 2011.2014. During 2011,2014, each of the Company’s incumbent directorsDirectors attended (either in person or telephonically) all of the regularly-scheduled meetings of the full boardBoard of directors. Mr. Weinberg did not participate inDirectors. Each of the December 2011 NominatingCompany’s incumbent Directors attended more than seventy-five percent of the aggregate of the number of meetings of the Board and Corporate Governance Committee meeting. Mr. Venverloh’s board start date was September 1, 2011, butthe total number of meetings held by all committees of the Board on which he was excused from the September 2011 Audit Committee Meeting.served. The Company encourages, but does not require, that each director attend the Company’s annual meeting of stockholders. In 2011,2014, each of the Company’s then directorsDirectors attended the 20112014 annual meeting of stockholders, except for Mr. Stuart Epperson, who did not attend.Chairman of the Board.

Communications between Stockholders and the Board

The Company has historically handled communications between stockholders and the boardBoard of directorsDirectors on an ad hoc basis. No formal policy or process for such communications has been adopted by the Company as of the date of this Proxy Statement. The Company has, however, taken actions to ensure that the views of its stockholders are communicated to the boardBoard or one or more of its individual directors,Directors, as applicable. The boardBoard considers its responsiveness to such communications as timely and exemplary.

Financial Code of Conduct

The Company has adopted a financial code of conduct (“Financial Code of ConductConduct”) that applies to each director of the Company, the Company’s CEO, principal financial officer, principal accounting officer, controller and persons performing similar functions. This Financial Code of Conduct has been adopted by the boardBoard as a “code of ethics” that satisfies applicable NASDAQ Rules. The Financial Code of Conduct is available on the Company’s Internet website (www.salem.cchttp://salemmedia.com) and a copy of the codeFinancial Code of Conduct may be obtained free of charge upon written request from the Secretary of the Company.Any information found on the Company’s website is not a part of, or incorporated by reference into, this or any other report of the Company filed with, or furnished to, the SEC.

Executive Officers

Set forth below are the executive officers of the Company, together with the positions held by those persons as of April 24, 2012.December 31, 2014. The executive officers are elected annually and serve at the pleasure of the Company’s boardBoard of directors;Directors; however, the Company has entered into employment agreements with each of the executive officers listed below. Certain payment provisions contained in the Company’s employment agreements with Messrs. Atsinger, Santrella and Evans are described under the section of this Proxy Statement entitled “EXECUTIVE COMPENSATION – Material Terms of NEO Employment Agreements Providing For Payment to NEOs Upon Termination or Change in Control”Termination” below.

Set forth below is certain information concerning the business experience during the past five (5) years and other relevant experience of each of the individuals named above (excluding Messrs. Atsinger and Epperson, whose business experience is described in the section of this Proxy Statement entitled “THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS—Board of Directors” above).

Frank Wright

Mr. Wright was President and Chief Operating Officer of the Company beginning in January 2014 and was a Director of the Company beginning in June 2012. Mr. Wright resigned from the Company effective as of December 31, 2014. Mr. Wright has served as President and Chief Executive Officer of the National Religious Broadcasters (“NRB”), a position he held for ten (10) years. Prior to joining NRB in 2003, he served for seven (7) years as Executive Director of the Center for Christian Statesmanship based on Capitol Hill. As head of the world’s largest Christian media association, Mr. Wright has significant and wide-ranging experience in the electronic media marketplace, including active engagement in the regulatory and public policy processes centered in Washington, DC. He is an ordained Elder in the Presbyterian Church. Mr. Wright’s extensive corporate governance experience includes Board service for The Evangelical Council for Financial Accountability, Knox Theological Seminary, The NRB Television Network and Evangelism Explosion International.

David P. Santrella

Mr. Santrella was promotedhas been President — Broadcast Media of the Company since January 1, 2015, overseeing all broadcast operations involving the Company’s local radio stations, radio network and internal rep firm. From January 2010 to December 2014 he served as President -— Radio Division of the Company effective January 1, 2010.Company. From October 2008 to December 31, 2009, he served as Operational Vice President over the Company’s Minneapolis, Denver and Colorado Springs clusters in addition to his existing responsibility over the Chicago cluster. From March 2006 to October 2008, Mr. Santrella was the Operational Vice President of Chicago and Milwaukee. In November of 2003, he was given additional oversight responsibility of Milwaukee. Mr. Santrella started with the Company in 2001 as the General Manager of the Company’s Chicago cluster.

David A. R. Evans

Mr. Evans has been President - — New Media of the Company since September 2013. Mr. Evans was President—New Business Development, Interactive and Publishing of the Company sincefrom July 2007.2007 to September 2013. Mr. Evans was Executive Vice President—Business Development and Chief Financial Officer of the Company from September 2005 to June 2007. Mr. Evans was Executive Vice President and Chief Financial Officer from September 2003 to September 2005. From 2000 to 2003, Mr. Evans served as the Company’s Senior Vice President and Chief Financial Officer. From 1997 to 2000, Mr. Evans served as Senior Vice President and Managing Director-Europe,Director—Europe, Middle East, and Africa of Warner Bros. Consumer Products in London, England. He also served at Warner Bros. Consumer Products in Los Angeles, California, as Senior Vice President-LatinPresident—Latin America, International Marketing, Business Development from 1996 to 1997 and Vice President-WorldwidePresident—Worldwide Finance, Operations, and Business Development from 1992 to 1996. From 1990 to 1992, he served as Regional Financial Controller-Europe for Warner Bros. based in London, England. Prior to 1990, Mr. Evans was an audit manager with Ernst & Young LLP in Los Angeles, California and worked as a U.K. Chartered Accountant for Ernst & Young in London, England.

Greg R. Anderson

Mr. Anderson has beenserved as President -— Salem Radio Network since 1996.of the Company from 1996 through 2014. Effective as of December 31, 2014, Mr. Anderson retired from the Company. From 1993 to 1994, Mr. Anderson was the Vice President – President/General Manager of this network.Salem Radio Network. Mr. Anderson was employed by Multimedia, Inc. from 1980-1993. After serving as general managerGeneral Manager at Multimedia stations in Greenville, South Carolina, Shreveport, Louisiana, and Milwaukee, Wisconsin, he was named Vice President, Operations of the Multimedia radio division in 1987. He was subsequently appointed as Executive Vice President and group head of Multimedia’s radio division.

Christopher J. Henderson

Mr. Henderson has been Senior Vice President, Legal and Human Resources, General Counsel and Corporate Secretary of the Company since 2012. Prior to 2012, Mr. Henderson was Vice President, Legal and Human Resources, General Counsel and Corporate Secretary of the Company since March 2008. Mr. Henderson was Vice President, Human Resources of the Company from August 2006 to February 2008. From 2001 to August 2006, Mr. Henderson served as Corporate Counsel for the Company. Prior to joining the Company, Mr. Henderson worked for 13thirteen (13) years as an Attorney for Cooksey, Toolen, Gage, Duffy & Woog, first as a trial attorney and then as a transactional attorney.

Evan D. Masyr

Mr. Masyr has been Executive Vice President and Chief Financial Officer of the Company since January 2014. Prior to January 2014, Mr. Masyr was Senior Vice President and Chief Financial Officer of the Company since July 2007. Mr. Masyr was Vice President—Accounting and Finance of the Company from September 2005 to June 2007. From March 2004 to September 2005, Mr. Masyr was Vice President of Accounting and Corporate Controller of the Company. Prior to that time, Mr. Masyr was Vice President and Corporate Controller of the Company from January 2003 to March 2004. From February 2000 to December 2002, he served as the Company’s Controller. From 1993 to February 2000, Mr. Masyr worked for PricewaterhouseCoopers LLP (formerly, Coopers & Lybrand LLP). Mr. Masyr has been a Certified Public Accountant since 1995.

EXECUTIVE COMPENSATION

SummaryCOMPENSATION DISCUSSION & ANALYSIS

General Discussion

The Company’s Executive Compensation TablePhilosophy

The table below summarizesBoard of Directors of the totalCompany believes that a key to the Company’s current and future success is its ability to attract and retain qualified individuals who are committed to the Company’s success and capable of delivering on such commitment. The Company’s compensation paidand benefits programs are designed to enable the attraction, retention and motivation of the best possible employees to operate and manage the Company at all levels. At the same time, the Board of Directors of the Company is committed to a compensation policy for the Company’s executive management that is appropriately transparent to the Company’s stockholders and in alignment with stockholders’ best interests.

The Company’s executive compensation programs are based upon a pay-for-performance philosophy that provides incentives to achieve both short-term and long-term objectives and to reward both individual and Company performance. In addition to evaluating performance using financial and operational metrics, the CEO, CFO and the Company’s three other most highly compensated executive officers during 2014 (collectively, the “Named Executive Officers”) are evaluated in many areas that are not measured directly by financial or earned byoperational results. These areas include: (i) how well each Named Executive Officer helps the Company to achieve its strategic goals; (ii) each executive’s ability to develop his or her subordinates; and (iii) each executive’s efforts to enhance the Company’s relationship with key stakeholders. In 2014, the Company’s Named Executive Officers were Mr. Atsinger, Chief Executive Officer; Mr. Masyr, Executive Vice President and Chief Financial Officer; Mr. Evans, President – New Media; Mr. Santrella, President – Broadcast Media; and Frank Wright, President and Chief Operating Officer.

Benchmarking

It is the intent of the Board of Directors that the Company be in a position to compete for highly qualified employees, including its Named Executive Officers. Accordingly, the process for compensation determination involves the Committee’s consideration of peer compensation levels. While the Committee does not have a formal policy regarding benchmarking, when determining recommended salary, target bonus levels and target annual long-term incentive award values for Named Executive Officers, the Committee gives consideration to compensation practices at peer radio media companies, based on available data.

Named Executive Officer Compensation

The Company’s Named Executive Officer compensation consists of four elements: (1) base salary; (2) annual cash incentive (bonus) awards; (3) long-term incentive compensation, usually in the form of stock options; and (4) perquisites and benefits. The Committee assesses each of these elements independently from the other elements to ensure that the amount paid to each Named Executive Officer for each compensation element is reasonable and, as a function of overall compensation paid, ensures that compensation for each Named Executive Officer is reasonable in its totality.

Employment Agreements

Each of the Company’s fiscal years ended December 31, 2011, and December 31, 2010: