iHeartMedia, Inc.
For the period ended Dec 31, 2025. Filed Apr 17, 2026.
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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.
Dec 31, 2025 · Filed Apr 17, 2026
Contents
PAY VS PERFORMANCE
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2025, 2024 and 2023 and our financial performance for each such fiscal year:
| Year | Summary Compensation Table for PEO | Compensation Actually Paid to PEO(a) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs(a) | Value of Initial Fixed $100 Investment(b) Based on | Net Income ($000s) |
|---|---|---|---|---|---|---|
| Total Shareholder Return | ||||||
| 2025 | $12,971,814 | $29,472,494 | $7,767,998 | $16,941,097 | $68 | $(471,887) |
| 2024 | $12,948,720 | $8,391,174 | $8,108,355 | $5,552,269 | $32 | $(1,009,494) |
| 2023 | $13,924,693 | $9,699,132 | $4,876,819 | $3,520,986 | $44 | $(1,100,339) |
(a) Amounts represent compensation actually paid to our PEO reported in the Summary Compensation Table for the applicable fiscal year and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year.
(b) Initial fixed $100 investment is as of the beginning of 2023.
| Year | PEO | Non-PEO NEOs | |||
| 2025 | Robert Pittman | Richard Bressler | Michael McGuinness | ||
| 2024 | Robert Pittman | Richard Bressler | Michael McGuinness | ||
| 2023 | Robert Pittman | Richard Bressler | Michael McGuinness | Jordan Fasbender | Scott Hamilton |
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows(1):
| Adjustments | 2025 | |
|---|---|---|
| PEO | Average Non-PEO NEOs | |
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(8,000,002) | $(4,500,001) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $15,585,413 | $8,766,793 |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $9,307,268 | $5,132,516 |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $(391,999) | $(226,209) |
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — |
| Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — |
| Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — |
| Total Adjustments | $16,500,680 | $9,173,099 |
(1) The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2023, 2024 and 2025 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For stock options, the grant-date fair values were estimated using Black-Scholes. Subsequent valuations at the end of each fiscal year and as of each vest date are performed using a lattice model, as the latter provides a better estimate of options that are no longer at-the-money. For market-based restricted stock units, fair values were estimated using a Monte Carlo simulation model, using assumptions that are consistent with those used at grant. For other performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date.
Relationship between Financial Performance Measures
The graphs below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our Net Income/(Loss) and (ii) our cumulative TSR, in each case, for the fiscal years ended December 31, 2025, 2024 and 2023.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
For additional details regarding our most important financial performance measures, please see the sections titled “–Short-Term Cash Incentives” and “–Long-Term Incentive Compensation” in our CD&A elsewhere in this proxy statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.