ProxyMiner / Company

Clear Channel Outdoor Holdings, Inc.CCO

Latest proxy: 2025 · view on SEC ↗ · CIK 0001334978

CEO total pay

$9,677,184

Scott R. Wells · 2024

Say on pay

99%

Latest disclosed shareholder vote

CEO pay ratio

Item 402(u)

185 to 1

Median employee: $52,301

Compensation committee

CD&A

Compensation Committee

Per the latest proxy

Filings indexed: 2 · 2025 · 2024

Executive pay

What did they pay them?

From the Summary Compensation Table. Pay mix and YoY are computed from these rows.

ExecutiveRoleTotalYoYPay mixSalaryStockCash incentiveOther
Scott R. Wells2024 compensation
President and Chief Executive Officer
$9,677,184↑ 104%
89% at-risk
$1,100,000$7,011,444$1,560,740$5,000
Justin Cochrane(f)2024 compensation
Chief Executive Officer, UK & Europe
$1,859,634
71% at-risk
$479,172$631,086$578,642$50,941
David J. Sailer(e)2024 compensation
Executive Vice President, Chief Financial Officer
$4,354,892
85% at-risk
$631,967$2,951,900$766,025$5,000
Brian D. Coleman2024 compensation
Former Executive Vice President, Chief Financial Officer
$1,108,594↓ 58%
10% at-risk
$435,385—$113,591$559,618
Lynn A. Feldman2024 compensation
Executive Vice President, Chief Legal Officer and Corporate Secretary
$3,618,264↑ 76%
82% at-risk
$650,000$2,124,850$838,414$5,000
Jason A. Dilger2024 compensation
Chief Accounting Officer
$1,053,575↑ 13%
62% at-risk
$400,000$353,407$295,168$5,000

Pay mix: base cash incentive equity other

CD&A excerpt

Compensation discussion & analysis

Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.

Clear Channel Outdoor Holdings, Inc. (“Clear Channel Outdoor,” the “Company,” “we” or “us”) is a leading provider of out-of-home advertising solutions, offering advertisers impactful and innovative opportunities to reach mass audiences across a variety of high-traffic public spaces. By leveraging the scale, reach and flexibility of our diverse portfolio of assets — including roadside billboards, street furniture and airport displays — we connect advertisers with millions of consumers every month. We believe we are at the forefront of driving innovation in the out-of-home advertising industry, and our dynamic advertising platform is broadening the pool of advertisers using our medium through the expansion of our network of digital displays and the integration of data analytics and programmatic capabilities to deliver measurable campaigns that are simpler to buy. COMPENSATION DISCUSSION AND ANALYSIS – TABLE OF CONTENTS Our NEOs 29 Role of the Independent Compensation Consultant 35 Our Executive Compensation Philosophy 29 Role of the Executive Compensation Peer Group 36 Summary of our 2024 Decisions 30 Relationship of Compensation Policies and Programs to Risk Management 36 Supporting…

Read the full CD&A on SEC.gov ↗

Governance

Policy guardrails

  • hedging

    prohibited

    “Our Insider Trading Policy prohibits hedging of our securities by any employee, including our NEOs”

  • pledging

    prohibited

    “Our Insider Trading Policy prohibits hedging of our securities by any employee, including our NEOs. Further, the pledging of our securities by any employee, including our NEOs, is prohibited except for pledging of securi…”

  • clawback

    present

    “Clawback Policy”

  • stock ownership guidelines

    present

    “executive stock ownership”

  • change in control

    Executive Change in Control Severance Plan (the “Change in Control Severance Plan”)

    “Executive Change in Control Severance Plan (the “Change in Control Severance Plan”)”

  • compensation consultant

    independent

    “independent compensation consultant”

  • compensation committee

    Compensation Committee

    “The Compensation Committee also considered the impact of all one-time awards made to Messrs”

Performance markers

Metric facts

  • revenue

    —

    “and inclusion and ESG initiatives within the organization. Mr. Cochrane • Complete the transition of CCOH’s European transactions, including, without limitation, the sale of our businesses in Europe; • Develop future str…”

  • time equity mix

    65%

    “Wells, the 2024 Annual Grants mix was 35% time-based RSUs and 65% PSUs.”

  • say on pay

    99%

    “votes cast approved the compensation of Clear Channel Outdoor’s NEOs. Consistent with the most recent “say-on-pay frequency” voting results at our annual meeting of stockholders held in 2023, we hold an annual “say-on-pa…”

  • ceo pay ratio

    185 to 1

    “year: • the median of the annual total compensation of all employees of our company (other than our CEO), was $52,301; and • the annual total compensation of our CEO, as reported in the Summary Compensation Table present…”

  • median employee compensation

    $52,301

    “disclosure. Because we have had no changes to our employee population or compensation arrangements that would significantly impact our pay ratio disclosure, the employee representing the median paid employee for 2024 is …”

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