Clear Channel Outdoor Holdings, Inc.
For the period ended May 16, 2024. Filed Mar 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Mar 29, 2024
Contents
Proxy Statement Summary
This Proxy Statement contains information related to the 2024 Annual Meeting of Stockholders of Clear Channel Outdoor Holdings, Inc. and at any postponements or adjournments thereof. This summary highlights information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.
2024 Annual Meeting Information
| Date and Time: Thursday, May 16, 2024 at 9:00 a.m. Eastern Time | Location: meetnow.global/M2KV5AT | Record Date: March 18, 2024 | Proxy Mail Date: On or about April 4, 2024 |
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HOW TO VOTE
| By Internet: Visit the website listed on your proxy card. | By Phone: Call the telephone number on your proxy card. | By Mail: Sign, date and return your proxy card in the enclosed envelope. | During the Annual Meeting: Participate in the Annual Meeting webcast. |
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| Voting: | Each share of Clear Channel Outdoor common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at the Annual Meeting. |
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| Admission: | Admission to the Annual Meeting is limited to stockholders as of March 18, 2024 (the “Record Date”). If you plan to attend the Annual Meeting, please follow the registration instructions set forth in this Proxy Statement. |
ANNUAL MEETING AGENDA AND VOTE RECOMMENDATIONS
| Matter · Board VoteRecommendation · Page Reference (for more details) | |||
|---|---|---|---|
| Proposal 1 | Election of Directors | FOR | 15 |
| Proposal 2 | Advisory Resolution on Executive Compensation | FOR | 73 |
| Proposal 3 | Amendment to our Certificate of Incorporation to Provide for Exculpation of Certain Officers as Permitted by Recent Amendments to Delaware Law | FOR | 74 |
| Proposal 4 | Adoption of our 2012 Third Amended and Restated Equity Incentive Plan to Increase the Number of Shares Authorized for Issuance Under the 2012 Second Amended and Restated Equity Incentive Plan by 36,700,000 Shares and to Eliminate the Liberal Share Recycling Provisions with respect to Stock Options and Stock Appreciation Rights | FOR | 76 |
| Proposal 5 | Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 | FOR | 85 |
In this Proxy Statement, “we”, “our”, “us”, “CCOH”, “Clear Channel Outdoor” and the “Company” refer to Clear Channel Outdoor Holdings, Inc., and the “Annual Meeting” refers to the 2024 Annual Meeting of Stockholders. We will begin mailing this Proxy Statement and form of proxy card to stockholders on or about April 4, 2024.
DIRECTOR NOMINEES
Below is information about each of our director nominees, as of March 18, 2024:
| Name | Age | Most RecentExperience(s) | IndependentDirector | CommitteeMemberships |
|---|---|---|---|---|
| John Dionne | 60 | Senior Advisor at Blackstone Group, L.P. | ✓ | AC, NCGC |
| Lisa Hammitt | 61 | Former Executive Vice President, Artificial Intelligence and Chief Technology Officer at Davidson Technologies | ✓ | CC, NCGC |
| Andrew Hobson | 62 | Partner and Chief Financial Officer at Innovatus Capital Partners, LLC | ✓ | AC |
| Thomas C. King | 63 | Operating Partner at Atlas Merchant Capital | ✓ | CC |
| Joe Marchese | 42 | Co-Founder and Executive Chairman of Human Ventures | ✓ | CC, NCGC |
| W. Benjamin Moreland « | 60 | Private investor and retired Chief Executive Officer at Crown Castle International Corp. | ✓ | — |
| Mary Teresa Rainey | 68 | Founder of Rainey, Kelly Campbell Roalfe/Y&R | ✓ | AC, NCGC |
| Scott R. Wells | 55 | Chief Executive Officer at Clear Channel Outdoor | — | |
| Raymond T. (Ted) White | 58 | Co-Founder and Managing Director of Legion Partners Asset Management, LLC | ✓ | AC |
| Jinhy Yoon | 52 | Executive Vice President, Credit Research at PIMCO | — |
« = Chair of the Board
AC = Audit Committee
CC = Compensation Committee
NCGC = Nominating and Corporate Governance Committee
CORPORATE GOVERNANCE HIGHLIGHTS
The Board of Directors (the “Board”) of Clear Channel Outdoor believes that good governance is key to achieving long-term stockholder value and that the Company’s long-term success requires the Company’s commitment to a robust framework of guidelines and practices that serve the best interests of the Company and all of our stockholders. Below are some key highlights of our corporate governance framework:
| Board Practices ✓ 8 out of 10 of our directors are independent. ✓ The Board is led by an independent, non-executive Chair. ✓ All of our directors are elected annually. ✓ All members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent as defined by the New York Stock Exchange (“NYSE”) listing standards and applicable U.S. Securities and Exchange Commission (“SEC”) rules. ✓ Each Board committee operates under a written charter that has been approved by the Board and is reviewed and, if necessary, amended annually. ✓ The Board conducts periodic executive sessions, where non-executive and independent directors meet without management. ✓ The Nominating and Corporate Governance Committee oversees an annual self-evaluation process for the Board and each standing committee of the Board and is responsible for proposing any modification or alterations to Board or committee practices or procedures. | Compensation Practices ✓ Robust annual risk assessment of executive compensation programs, policies and practices. ✓ Clawback policy in place for senior executives in the case of an accounting restatement. ✓ Significant stock ownership requirements for senior executives and directors. Stockholder Matters ✓ Robust stockholder engagement. ✓ Annual Say-on-Pay voting. Other Governance Practices ✓ Our Code of Business Conduct and Ethics, which applies to all Clear Channel Outdoor employees, as well as our executive officers and our directors, reinforces our core values and helps drive our workplace culture of compliance with ethical standards, integrity and accountability. ✓ We have made a strong commitment to Corporate Social Responsibility and strengthening the Company’s Environmental, Social and Governance (“ESG”) program. For more details, please see “Corporate Social Responsibility and Environmental, Social and Governance” in this Proxy Statement and our 2023 ESG Report, which is available on our website at investor.clearchannel.com. |
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Notice and Proxy Statement 2024 iii
CORPORATE SOCIAL RESPONSIBILITY AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Our Board and management team are committed to making a difference in the communities we serve. We are united across our business units by the common purpose of “creating a better world through our people-powered platform”. Together, we strive to improve the communities in which we operate through innovation, dedication and good governance.
ESG is integrated across Clear Channel Outdoor’s strategic and operational endeavors. The ultimate responsibility and oversight for Clear Channel Outdoor’s ESG initiatives lies with the Board’s Nominating and Corporate Governance Committee. In addition, the Board’s Audit Committee oversees risk, including climate-related, compliance, privacy and information security risks, and the Board’s Compensation Committee oversees our human capital management initiatives. On an operational level, Clear Channel Outdoor’s legal and compliance business functions report directly to the Board and its standing committees on ESG matters and compliance initiatives. Further, the Global Compliance Office coordinates regional ESG Programs with executive oversight, and senior leaders in divisional governance committees oversee local ESG programs across Clear Channel Outdoor.
Our ESG program reflects our divisional Values of Integrity (in Clear Channel Outdoor Americas) and Fairness (in Clear Channel Europe and Clear Channel Latin America), which (i) have ethics as the bottom line and (ii) require that our people seek opportunities to take ownership of challenges and provide ethical solutions.
In all of the regions in which we operate, ESG is part of our DNA: the corporate Clear Channel Outdoor mission is to connect brands and consumers by delivering innovative advertising insights and solutions while serving our communities. Similarly, the divisional Clear Channel Europe and Clear Channel Latin America mission is to create the future of media through data-driven digital innovations and infrastructure that are environmentally and socially conscious, as a Platform for Brands and a Platform for Good.
In November 2023, Clear Channel Outdoor published its 2023 ESG Report, which details how we strive to behave ethically and responsibly as a company, an employer and a business partner and how we endeavor to use our resources and products to drive meaningful change in the communities in which we operate. For more information on our ESG policies, practices, initiatives and accomplishments, please see our 2023 ESG Report, which is available atinvestor.clearchannel.com. None of our 2023 ESG Report, our websites or the information included therein is a part of, or incorporated by reference into, this Proxy Statement.
EXECUTIVE COMPENSATION HIGHLIGHTS
Our Compensation Committee, with support from our independent compensation consultant, periodically evaluates our compensation practices to ensure that they support the objectives of our business, align with market practices and provide incentives to deliver key financial metrics that are explicitly linked with stockholder value creation. Certain highlights for 2023 include:
| • | We continued our practice of annual incentive plan awards tied to Company, division and individual performance goals. |
| • | Our long-term incentive (“LTI”) program provides for annual equity awards for our executive team members. The program favors performance-based LTI awards and while varied by role, the May 2023 grants averaged 40% restricted stock units (“RSUs”) and 60% performance stock units (“PSUs”) for our named executive officers (“NEOs”). The RSUs are designed to promote retention, while the PSUs provide alignment to stockholders by tying payout to relative total shareholder return over a three-year period. |
| • | The compensation determinations for our NEOs for 2023 reflect the overall performance of Clear Channel Outdoor and the contributions of our leaders to driving the year’s successes. The achievement of individual performance objectives along with slightly below target achievement of business performance objectives resulted in the NEOs earning annual incentive payouts between 80% and 100% of their individual target opportunities. |
| • | The Company entered into an amended and restated employment agreement with Mr. Brian D. Coleman on March 7, 2023. In connection with this agreement, his base salary was increased effective April 1, 2023. |
| • | On October 25, 2022, Mr. Justin Cochrane received a one-time cash award in recognition of his efforts related to the sale of our Europe-South businesses. 50% of that award was paid in 2023 and the remaining 50% will be paid in 2024, subject to his continued employment through the payment date. |
| • | The Compensation Committee adopted a Clawback Policy that complies with new clawback rules adopted by the NYSE. |
After fiscal year end, David Sailer was appointed Executive Vice President, Chief Financial Officer of the Company, effective as of March 1, 2024. Mr. Coleman departed his position as Executive Vice President, Chief Financial Officer as of March 1, 2024, upon which time he became a consultant to the Company in order to assist with transition matters.
Notice and Proxy Statement 2024 v
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