Clear Channel Outdoor Holdings, Inc.
For the period ended May 29, 2025. Filed Apr 10, 2025.
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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 29, 2025 · Filed Apr 10, 2025
Contents
Proxy Statement Summary
This Proxy Statement contains information related to the 2025 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.
2025 Annual Meeting Information
| Date and Time: Thursday, May 29, 2025 at 9:00 a.m. Eastern Time | Location: meetnow.global/M6MCPMQ | Record Date: April 2, 2025 | Proxy Mail Date: On or about April 16, 2025 |
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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 who own shares of Clear Channel Outdoor common stock as of close of business on April 2, 2025 (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 Vote Recommendation · Page Reference (for more details) | |||
|---|---|---|---|
| Proposal 1 | Election of Directors | FOR | 16 |
| Proposal 2 | Advisory Resolution on Executive Compensation | FOR | 80 |
| Proposal 3 | Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025 | FOR | 81 |
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 Clear Channel Outdoor’s 2025 Annual Meeting of Stockholders. We will begin mailing this Proxy Statement and form of proxy card to stockholders on or about April 16, 2025.
DIRECTOR NOMINEE HIGHLIGHTS
Below is information about each of our director nominees, as of April 2, 2025:
| Name | Age | Most Recent Experience(s) | Committee Memberships |
|---|---|---|---|
| John Dionne | 61 | Retired Senior Advisor at Blackstone Group, L.P. | AC, NCGC |
| Lisa Hammitt | 62 | Retired Executive Vice President, Artificial Intelligence and Chief Technology Officer at Davidson Technologies | CC, NCGC |
| Andrew Hobson | 63 | Partner and Chief Financial Officer at Innovatus Capital Partners, LLC | AC |
| Timothy (Tim) P. Jones | 66 | Retired Chief Operating Officer (U.S. Marketing Services) of Publicis Groupe | AC, CC |
| Thomas C. King | 64 | Operating Partner at Atlas Merchant Capital | CC |
| Joe Marchese | 44 | Co-Founder and Executive Chairman of Human Ventures | CC, NCGC |
| W. Benjamin Moreland « | 61 | Private Investor and Retired Chief Executive Officer at Crown Castle International Corp. | — |
| Scott R. Wells | 56 | Chief Executive Officer at Clear Channel Outdoor | — |
| Raymond (Ted) T. White | 59 | Co-Founder and Managing Director of Legion Partners Asset Management, LLC | AC |
| Jinhy Yoon | 53 | Retired Executive Vice President, Credit Research at PIMCO | AC, NCGC |
« = Chair of the Board
AC = Audit Committee
CC = Compensation Committee
NCGC = Nominating and Corporate Governance Committee
Notice and Proxy Statement 2025 iii
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 ✓ 9 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 regular executive sessions, where non-executive, 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 guidelines 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. ✓ Directors, executive officers and other employees are prohibited from hedging or pledging their Clear Channel Outdoor equity. |
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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 mission 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.
On November 8, 2024, Clear Channel Outdoor published its 2024 ESG Report, which details how we strive to behave ethically and responsibly as a company, an employer and a business partner and in a manner designed to manage risk and unlock greater value in our business practices. For more information on our ESG policies, practices, initiatives and accomplishments, please see our 2024 ESG Report, which is available atinvestor.clearchannel.com. None of our 2024 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 its 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 2024 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 varies by role. For Mr. Wells, the 2024 annual grants mix was 35% time-based restricted stock units (“RSUs”) and 65% performance stock units (“PSUs”). For Mr. Sailer and Ms. Feldman, the 2024 annual grants mix was 40% RSUs and 60% PSUs. For Messrs. Cochrane and Dilger, the 2024 annual grants mix was 75% RSUs and 25% PSUs. 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 2024 reflect the overall performance of Clear Channel Outdoor and the contributions of our leaders to driving the year’s successes. Strong individual performance along with nearly at-target achievement of business performance objectives resulted in the NEOs earning annual incentive payouts between 99% and 129% of their individual target opportunities. |
| • | On May 31, 2024, Messrs. Wells and Sailer and Ms. Feldman received one-time grants of PSUs that vest upon achievement of absolute stock price performance hurdles during a four-year performance period. These grants were designed to further align the interests of the Company’s executives with those of its stockholders, by exposing executives more directly to the market price of the Company’s common stock, increasing executive stock ownership over time and promoting retention given their potential value. |
| • | In connection with his promotion to Executive Vice President and Chief Financial Officer of the Company, Mr. David Sailer also received a one-time equity grant, with 40% granted in the form of RSUs and 60% in the form of PSUs. |
| • | On October 25, 2022, Mr. Justin Cochrane received a one-time cash award in recognition of his efforts related to the sale of our European businesses. 50% of that award was paid in 2023 and the remaining 50% was paid in 2024. On February 27, 2024, Mr. Cochrane received an additional cash award payable following the closing date of the sale of our Europe-North businesses, subject to terms and conditions set forth in the bonus letter (as amended). |
| • | On August 5, 2024, the Compensation Committee adopted the Change in Control Severance Plan, which provides certain severance pay and benefits to eligible participating executives whose employment is terminated in certain situations following the occurrence of a Change in Control. The Plan would help facilitate an orderly transition in the event of changes in management upon a change in control. |
Notice and Proxy Statement 2025 v
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