Clear Channel Outdoor Holdings, Inc. CCO

34% shingled-prose overlap between the two filings.

2024: 49,481 chars · 2025: 61,069 chars

• Committee Report:62% overlap (525 → 536 chars)
• Pay Ratio (Item 402(u)):76% overlap (3,717 → 3,727 chars)

• newClear 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.
• newBy 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.
• newWe 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.
• changedOur NEOs 29 28Role of the Independent Compensation Consultant 35 33Our Executive Compensation Philosophy 29 28Role of the Executive Compensation Peer Group 36 34Summary of our 2024 2023Decisions 30 29Relationship of Compensation Policies and Programs to Risk Management 36 34Supporting our Pay-For-Performance Philosophy 33 31Elements of the Executive Compensation Program 37 35Aligning Pay With Performance 33 31Analysis of 2024 2023Compensation Decisions 38 36Compensation Factors and Governance 34 32Executive Benefits and Perquisites 46 42Stockholder Input on Executive Compensation 34 32Other Key Features of our Executive Compensation Program 47 42Role of the Compensation Committee 35 33Tax and Accounting Treatment 48 43
• changedFor 2024, 2023,our NEOs were:
• changedWells President and Chief Executive Officer of Clear Channel Outdoor David J. BrianD.
• changedSailer(1) ColemanFormerExecutive Vice President and Chief Financial Officer of Clear Channel Outdoor Lynn A.
• changedFeldman Executive Vice President, Chief Legal Officer and Corporate Secretary of Clear Channel Outdoor Justin Cochrane(2) CochraneChief Executive Officer of Clear Channel Officer,UK & Europe Jason A.
• changedDilger Senior Vice President and Chief Accounting Officer of Clear Channel Outdoor Brian D.
• newColeman(3) Former Executive Vice President and Chief Financial Officer of Clear Channel Outdoor
• changed(1) On December 18, 2023, the Board appointed Mr. DavidSailer as Executive Vice President, Chief Financial Officer of the Company, effective as of March 1, 2024. 2024(the“TransitionDate”).
• newMr. Sailer previously served as the Company’s Executive Vice President, Chief Financial Officer of the Americas division of the Company.
• new(2) In connection with the closing of the sale of the businesses constituting the Company’s Europe-North segment on March 31, 2025, immediately following the closing thereof, Mr. Cochrane ceased to be an employee of the Company.
• new(3) On December 18, 2023, the Board and Mr. Coleman agreed that Mr. Coleman would depart from his position as Executive Vice President and Chief Financial Officer of the Company, effective as of March 1, 2024, upon which time Mr. Coleman became a consultant to the Company in order to assist with transition matters until April 15, 2025.
• changedNotice and Proxy Statement 2025 202429
• changedSUMMARY OF OUR 2024 2023DECISIONS
• changedThe information below summarizes these decisions for 2024. 2023.
• newBased on market data provided by the Compensation Committee’s independent compensation consultant, in aggregate, for 2024, our NEOs’ total compensation, on average, including base salary, target annual incentive, 2024 annual LTI grant value and the annualized grant value of outstanding one-time LTI awards, was positioned approximately at the market median.
• changedFactors that Guided Total Compensation Decisions • Our executive compensation philosophy, taking into consideration our total shareholder return • Degree of achievement of key strategic financial and operational goals for 2024 2023(for annual incentive award payments made in early 2025 2024and equity grant decisions) • Recommendations of our CEO (other than with respect to his own compensation) • Advice of an independent compensation consultant • Market pay practices and levels • Historical Clear Channel Outdoor compensation Key 2024 2023Compensation Decisions See page 38 36for more information 2024 Base Salary Decisions On March 1, 2024, 7,2023,in connection with enteringintohis promotion to Executive Vice President, Chief Financial Officer of the Company, amendedandrestatedemploymentagreement,Mr. Sailer Colemanreceived a base salary increase from $540,000 $650,000to $650,000. $700,000,whichwaseffectiveasofApril1,2023.
• newAlso on March 1, 2024, in connection with his transition from Executive Vice President, Chief Financial Officer of the Company to a consultant of the Company, Mr. Coleman entered into a consulting agreement (as further described in the section below entitled “Employment Agreements with the Named Executive Officers”), pursuant to which Mr. Coleman ceased to receive his $700,000 per annum base salary, and instead began receiving a consulting fee of $29,000 per month.
• newEffective as of January 1, 2025, in connection with his entry into an amended and restated employment agreement (as further described in the section below entitled “Employment Agreements with the Named Executive Officers”), Mr. Dilger received a base salary increase from $400,000 to $435,000.
• newPlease see the section below entitled “2024 Base Salary Decisions” for further information regarding the NEOs’ base salaries.
• new2024 Annual Incentive Plan Decisions Nearly at-target achievement of business performance across our business units, other than our European division which achieved above target, along with the overachievement of individual performance objectives and extraordinary efforts related to the sales of our Latin American and European businesses, resulted in our NEOs earning annual incentive payouts between 99% and 129% of their individual target opportunities, paid in March 2025.
• newPlease see the section below entitled “2024 Annual Incentive Award (to be paid in March 2025)” for further information regarding our annual incentive plan and the 2024 annual incentive awards paid to certain of our NEOs.
• changed30 Notice and Proxy Statement 2025 2024
• changedEquity Grant Decisions 2024 Annual Grants Beginning with annual grants made in 2022, we (i) increased the intendedratio of performance-based versus time-based awards for annual equity grants to our NEOs, which has resulted in a greater percentage of performance-based awards to eachofour NEOs, on average, NEOsand (ii) implemented a cap on the earned payout percentage of the PSUs PerformanceStockUnits(“PSUs”)such that the payout may not be greater than 100% if the Company’s TSR is less than zero over the performance period.
• newThe 2024 Annual Grants were made consistent with these equity grant practices.
• newFor Mr. Wells, the 2024 Annual Grants mix was 35% time-based RSUs and 65% PSUs.
• newFor Mr. Sailer and Ms. Feldman, the 2024 Annual Grants mix was 40% RSUs and 60% PSUs.
• newFor Messrs.
• newCochrane and Dilger, the 2024 Annual Grants mix was 75% RSUs and 25% PSUs.
• newOn May 15, 2024, each of our NEOs (other than Mr. Coleman) received a 2024 Annual Grant with a grant date fair market value ranging from $353,407 to $2,812,726.
• changedThe per share fair market value at the time of grant was $1.56 $1.30for the RSUs time-basedRestrictedStockUnits(“RSUs”)and $1.88 $1.62for the PSUs.
• changedThe value of the 2024 Annual Grants received factored in each NEO’s performance during his or her theirtenure at Clear Channel Outdoor, including during the prior year, his or her theirlong-term potential, retention considerations, the value of certain equity grants made in prior years, internal equity and market practices for comparable positions.
• changedThe RSUs time-vestingrestrictedstockunitsgranted totheNEOs,pursuant to the 2024 Annual Grants Grants,vest in three equal installments on each of April 1, 2025, April 1, 2026 1of2024,2025and April 1, 2027, 2026,subject to the eachNEO’s continued employment through each vesting date.
• changedThe PSUs performancestockunitsare earned based on Relative Total Shareholder Return (TSR) relative to the S&P 600 for the performance period beginning on fromApril 1, 2024 and ending on 2023throughMarch 31, 2027. 2026.
• new2024 One-Time Grants In addition to his 2024 Annual Grants as described above, Mr. Sailer also received a one-time grant in connection with his promotion to Executive Vice President and Chief Financial Officer of the Company.
• newSuch grant had a grant date fair market value of $402,077, with 40% granted in the form of RSUs and 60% in the form of PSUs.
• newThe terms of this one-time grant were consistent with those of the 2024 Annual Grants.
• newIn order to further align the interests of our key executives with our stockholders, in addition to their 2024 Annual Grants as described above, each of Messrs.
• newWells and Sailer, and Ms. Feldman received a one-time grant of PSUs, each of which vest in three equal installments upon achievement of specified stock price performance hurdles (i.e., $2.50, $3.25 and $4.25 per share) during a four-year performance period ending on May 31, 2028, subject to service-based vesting conditions.
• newAny PSUs that do not vest as of the end of such performance period will be automatically and immediately forfeited.
• newThe aggregate grant date fair market value of these one-time grants that were awarded to Messrs.
• newWells and Sailer, and Ms. Feldman in 2024 was equal to $6,661,964.
• newWe believe Messrs.
• newWells and Sailer, and Ms. Feldman are essential to the future success of the organization, and the achievement of these stock price performance hurdles correspond to material increases in shareholder value in the years ahead.
• newThe PSUs represent an increase in market capitalization from the grant date market capitalization of more than $400 million, $800 million and $1.3 billion at each of the stock price performance hurdles.
• newThe Compensation Committee sought to deliver value within market norms and therefore reviewed similar one-time equity awards disclosed for public companies of similar size over the last five years.
• newWe found that the grant date fair value of the PSUs granted to Messrs.
• newWells and Sailer and Ms. Feldman were within market norms.
• newWe also considered the
• changedNotice and Proxy Statement 2025 202431
• newimpact of all one-time awards made to Messrs.
• newWells and Sailer and Ms. Feldman since 2022.
• newIn reviewing overall target pay positioning, including the annualized value of one-time awards, we found that Messrs.
• newWells and Sailer, and Ms. Feldman were positioned near the median.
• newPlease see the section below entitled “2024 Equity Compensation Decisions” for further information regarding these equity awards.
• newExecutive Change in Control Severance Plan On August 5, 2024, the Compensation Committee adopted the Clear Channel Outdoor Holdings, Inc. Executive Change in Control Severance Plan (the “Change in Control Severance Plan”).
• newPlease see the section below entitled “Potential Post-Employment Payments” for a description of the Change in Control Severance Plan.
• changed32 Notice and Proxy Statement 2025 2024
• changedIn support of our pay-for-performance philosophy and achievement of strong Company results, the majority of the total compensation opportunity that our CEO and other NEOs received in 2024 2023is “at-risk” and dependent upon future performance.
• changedConsistent with Clear Channel Outdoor’s overall executive compensation philosophy, NEOs are rewarded for their strong leadership and individual performance, while providing them with equity incentives to align ensurealignmentoftheir interests with those of our stockholders.
• changedFor Mr. Wells, approximately 83% 79%of his annualized total direct compensation opportunity (base salary, target annual incentive award and the annualized value of recent equity grants) is at-risk, as shown below.
• changedOn average, the annualized total direct compensation “at risk” for our NEOs, other than Mr. Wells, is approximately 73%. 71%.
• changedThe majority of annualized total direct compensation for our NEOs — approximately 83% 79%for our CEO and on average approximately 73% 71%for our other NEOs — is “at-risk” based on the achievement of specific performance goals and stock price performance.
• changed1 Long-term incentives are presented on an “annualized” basis, which better reflects our intended targeted 2024 2023compensation mix.
• newThese annualized values reflect the sum of the full grant date fair value of the 2024 Annual Grants, and annualized value of any outstanding one-time awards.
• changedFor 2024, 2023,the at-risk components of our ongoing executive compensation program were designed as follows:
• changedElement Objective Time Horizon Metrics Cash or Equity Annual Incentive Plan (Short-term) Reward achievement of annual Company, business unit and/or individual performance goals 1 year 70% based on achievement of Plan Adjusted EBITDA1 30% based on other qualitative individual performance objectives Cash Restricted Stock Units (RSUs) (Long-term) Promote executive retention Reinforce ownership in the Company 3 years Stock price appreciation and continued employment Equity Performance Stock Units (PSUs) (Long-term) Reward long-term shareholder value creation and emphasizes long-term view 3 years Relative Total Shareholder Return (TSR) performance Equity
• changed1 Plan Adjusted EBITDA is defined as revenue less direct operating expenses, selling, general and administrative expenses and corporate expenses, excluding share-based compensation and restructuring and other costs (which costs,whichare defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs) and costs;excluding bonus expenses, and for 2024, further adjusted to reflect hurricane expenses.
• changedNotice and Proxy Statement 2025 202433
• changedWhat We Do What We Don’t Do ✔ üDeliver a significant portion of executive compensation through performance-based at-risk pay ✔ üMaintain a peer group for benchmarking pay ✔ üSet challenging short- and long-term incentive objectives ✔ üProvide strong oversight to monitor our equity share usage and avoid excessive levels of dilution ✔ Set forth üRequirestock ownership guidelines for byexecutives, with minimum ownership levels defined by role ✔ üHave double-trigger change-in-control arrangements ✔ üMaintain a compensation clawback policy, which was updated in 2023 to comply with Section 10D of the Exchange Act and the NYSE rulespromulgatedthereunderthenewlisting standards ✔ üConduct an annual risk assessment to mitigate any compensation program-related risk having a material adverse effect on the Company ✔ üOffer market-competitive benefits for executives that are generally consistent with the benefits provided to the rest of our employees ✔ üConsult with an independent consultant on compensation levels and practices ✘ ×No across-the-board base salary increases ✘ ×No guaranteed bonus payments ✘ ×No hedging or pledging of equity ✘ ×No re-pricing of stock options ✘ ×No tax gross ups upon a change of control ✘ ×No excessive perquisites ✘ ×No supplemental executive retirement plans for U.S. employees
• changedIn May 2024, 2023,Clear Channel Outdoor held a stockholder advisory vote on the compensation of Clear Channel Outdoor’s NEOs.
• changedApproximately 99% 94%of the votes cast approved the compensation of Clear Channel Outdoor’s NEOs.
• changedConsistent 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-pay” vote, including at this year’s meeting.
• changed34 Notice and Proxy Statement 2025 2024
• changedThe Chief Executive Officer does not make recommendations on his own compensation. pay.
• changedThese recommendations take into consideration the competitive market pay data provided by the Committee’s Board’sindependent consultant, as well as an evaluation of the NEO’s role, contributions and performance in achieving Company performance and long-term potential.
• changed(See more below on the Committee’s Board’sindependent compensation consultant.) » The Compensation Committee considers these recommendations together with the input of the ourindependent compensation consultant and the full Board.
• changedSubsequently, the Compensation Committee determines the NEOs’ compensation in alignment compensation,ensuringthatitisalignedwith our compensation philosophy.

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