Clear Channel Outdoor Holdings, Inc.
For the period ended May 29, 2025. Filed Apr 10, 2025.
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May 29, 2025 · Filed Apr 10, 2025
Contents
Self-Evaluation
Our Board conducts an annual self-evaluation process to determine whether the Board, its committees and the directors are functioning effectively. This includes survey materials as well as individual, private conversations between directors and the Chair of the Board, as needed, and a report to, and discussion of survey results with, the Nominating and Corporate Governance Committee, the Board’s other committees and the full Board. The survey materials solicit feedback on organizational matters, business strategy, financial matters, board structure and meeting administration. The directors use the survey materials, discussions with the Chair of the Board, as needed, and discussions amongst the Board’s committees and with the full Board to provide feedback, identify themes for the Board to consider, suggest specific action steps and review Board agendas. In addition, focus areas identified through the evaluation are incorporated into the Board’s and, as applicable, its committees’ agendas for the following year. The annual Board performance evaluation is also a primary determinant for Board tenure. Annually, the Nominating and Corporate Governance Committee reviews progress against focus areas identified in the self-evaluation. Each committee also conducts its own annual self-evaluation to assess the functioning of the committee and the effectiveness of the committee members, including the committee chair.
CONTINUING DIRECTOR EDUCATION
Clear Channel Outdoor offers education sessions and provides materials on relevant topics to the independent members of the Board. The sessions include live presentations by external and internal subject matter experts. The sessions and materials are designed to enhance the directors’ understanding of complex or fast-developing subject areas. For example, in 2024, topics covered included opportunities and risks presented by artificial intelligence. We believe that these education opportunities facilitate broader subject matter expertise among our directors.
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