iHeartMedia, Inc.
For the period ended Dec 31, 2025. Filed Apr 17, 2026.
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Dec 31, 2025 · Filed Apr 17, 2026
Contents
Summary Compensation Table
The Summary Compensation Table below provides compensation information for the years ended December 31, 2025, and 2024.
| Name and Principal Position · Year · Salary · Stock Awards(a) · Non-Equity Incentive Plan Compensation(b) · All Other Compensation(c) · Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Robert W. PittmanChairman and Chief Executive Officer (PEO) | 2025 | $1,800,000 | $8,000,002 | $2,867,400 | $304,412 | $12,971,814 | ||||
| 2024 | $1,800,000 | $7,936,000 | $2,882,203 | $330,517 | $12,948,720 | |||||
| Richard J. BresslerPresident, Chief Operating Officer and Chief Financial Officer (PFO) | 2025 | $1,800,000 | $8,000,002 | $2,867,400 | $124,969 | $12,792,371 | ||||
| 2024 | $1,800,000 | $7,936,000 | $2,882,203 | $— | $12,618,203 | |||||
| Michael B. McGuinnessExecutive Vice President, Finance and Deputy Chief Financial Officer | 2025 | $925,000 | $1,000,000 | $818,625 | $— | $2,743,625 | ||||
| 2024 | $925,000 | $868,000 | $1,805,507 | $— | $3,598,507 | |||||
(a) The amounts shown represent the full grant date fair value of RSUs and PSUs awarded to the executive by iHeartMedia, computed in accordance with the requirements of ASC Topic 718, but excluding any impact of estimated forfeiture rates as required by SEC regulations. The grant date fair value of RSUs is based on the closing stock price of our stock on the applicable grant date.
With respect to the PSUs granted in 2025, the number of PSUs that are eligible to vest will be determined based on the measurement of Adjusted EBITDA, Cost Savings, Relative TSR and, for Messrs. Pittman and Bressler, Advertising Sales Reorganization metrics as described in more detail in the "Executive Compensation—Long-Term Incentive Compensation—Performance Stock Units" section above. As noted above, in consideration of share usage, a portion of the equity-based compensation value for Messrs. Pittman, Bressler and McGuinness will be cash-settled.
The grant date fair value of the PSUs included in the "Stock Awards" column above that are tied to the Adjusted EBITDA, Cost Savings and Advertising Sales Reorganization metrics was calculated based on the probable achievement of the performance goals as determined at the date of grant, which was determined to be the target level of performance in each case.
For the portion of PSU awards granted in 2025 tied to the Relative TSR modifier, the grant date fair value included in the "Stock Awards" column above is calculated based on the Monte Carlo simulation model, which incorporated the following significant inputs; (i) the stock price on the date of grant; (ii) the performance period for the award which is February 20, 2025 to December 31, 2027; (iii) a risk-free interest rate derived from the U.S. Department of Treasury constant maturities yields on the grant date as reported in the H.15 Federal Reserve Statistical Release commensurate with the remaining length of the performance period; (iv) a dividend yield of 0% because the Company does not pay dividends; (v) the stock price volatility of the Company and each company in the S&P U.S. BMI Media & Entertainment Index over the time horizons matching the performance periods; and (vi) the starting TSR was calculated for the Company and each of the S&P U.S. BMI Media & Entertainment Index component companies based on closing prices on the grant date compared to the average closing prices over the 20 trading days immediately preceding the first day of the performance period.
The following table presents the fair value assumptions used in the valuation of the PSUs tied to Relative TSR performance granted during the fiscal year ended December 31, 2025:
| Grant Date | |
|---|---|
| February 20, 2025 | |
| Closing Price | $2.18 |
| Risk Free Rate | 4.3% |
| Dividend Yield | —% |
| Volatility | 23.4% |
| Initial TSR Performance | (4.9)% |
| Fair Value per share based on the Monte Carlo Simulation | $2.52 |
The highest level of performance that may be achieved for the Adjusted EBITDA and Cost Savings PSUs is 120% of target, and the highest level of performance that may be achieved for the Advertising Sales Reorganization PSUs is 100% of target. As such, the grant date fair values for the PSUs granted in 2025 to Messrs. Pittman, Bressler and McGuinness (assuming performance at the maximum level) is $6,000,002, $6,000,002 and $599,998, respectively.
(b) 2024 includes a one-time transaction bonus for Mr. McGuinness to recognize the extraordinary efforts of executing and bringing the transformation of the Company's capital structure through the exchange of approximately $4.8 billion (or 92%) of its aggregate principal amount of outstanding debt (the "Debt Exchange Transaction") to a successful completion.
(c) As described in the chart below, for 2025 the All Other Compensation column reflects:
the value of personal use of an aircraft by Messrs. Pittman and Bressler; and
amounts reimbursed for personal car service expenses incurred by Messrs. Pittman and Bressler.
| Robert W. Pittman | Richard J. Bressler | |
|---|---|---|
| Aircraft Usage | $250,000 | $124,969 |
| Car Service | 54,412 | — |
| Total | $304,412 | $124,969 |
Except as described below with respect to aircraft usage, the value of all benefits included in the All Other Compensation column is based on iHeartMedia’s actual costs.
The value of personal aircraft usage reported above represents the incremental cost to iHeartMedia for the executives personal use of private aircraft based on the direct variable operating cost per hour of flight incurred by iHeartMedia for such use. These variable costs include items such as fuel charges, departure and landing fees, regular maintenance costs and crew expenses.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.