Clear Channel Outdoor Holdings, Inc DEF 14A, filed Apr 10, 2025

Clear Channel Outdoor Holdings, Inc. (CCO)

DEF 14A 2025-04-10 For: 2025-05-29

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Added on June 12, 2026

About this DEF 14A

Clear Channel Outdoor Holdings, Inc filed this DEF 14A on April 10, 2025.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12


☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



Scott R. Wells		W. Benjamin Moreland
Chief Executive Officer and Director		Independent Chair of the Board of Directors


Composition of the Board of Directors			1
Board Meetings			1
Stockholder Meeting Attendance			1
Independence of Directors			1
Committees of the Board			3
Director Nominating Procedures			6
Board Leadership Structure			6
Self-Evaluation			7


Risk Management			8
Succession Planning			10
Corporate Governance			11
Governance Guidelines			12
Board Committee Charters			13
Code of Business Conduct and Ethics			13
Stockholder and Interested Party Communication with the Board			13


Proxy Statement Summary			i

The Board of Directors and Corporate Governance			1


Security Ownership of Certain Beneficial Owners and Management			14

Proposal 1: Election of Directors			16

A Message from our Compensation Committee			28

Compensation Discussion and Analysis			29


Our NEOs			29
Our Executive Compensation Philosophy			29
Summary of our 2024 Decisions			30
Supporting our Pay-For-Performance Philosophy			33
Aligning Pay With Performance			33
Compensation Factors and Governance			34
Stockholder Input on Executive Compensation			34
Role of the Compensation Committee			35
Role of the Independent Compensation Consultant			35


Role of the Executive Compensation Peer Group			36
Relationship of Compensation Policies and Programs to Risk Management			36
Elements of the Executive Compensation Program			37
Analysis of 2024 Compensation Decisions			38
Executive Benefits and Perquisites			46
Other Key Features of our Executive Compensation Program			47
Tax and Accounting Treatment			48


Compensation Committee Report			49

Executive Compensation Tables			50


2024 Summary Compensation Table			50
Employment Agreements with the Named Executive Officers			51
Grants of Plan-Based Awards			54
Outstanding Equity Awards at Fiscal Year-End			56
Option Exercises and Stock Vested			57


Pension Benefits			57
Nonqualified Deferred Compensation Plans			57
Potential Post-Employment Payments			58
Pay Versus Performance			69
Pay Ratio			73


Relationship of Compensation Policies and Programs to Risk Management			74

Director Compensation			74

Compensation Committee Interlocks and Insider Participation			75

Certain Relationships and Related Party Transactions			76


Policy on Review and Approval of Transactions with Related Persons			76


Audit Committee Report			77

Auditor Fees			79

Proposal 2: Advisory Resolution on Executive Compensation			80

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm			81

Questions and Answers About the Proxy Materials and the Annual Meeting			82

Stockholder Proposals for 2026 Annual Meeting and Advance Notice Procedures			87

Other Matters			87

General			87

Forward-Looking Statements			89


Voting:		Each share of Clear Channel Outdoor common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at the Annual Meeting.

Admission:		Admission to the Annual Meeting is limited to stockholders who own shares of Clear Channel Outdoor common stock as of close of business on April 2, 2025 (the “Record Date”). If you plan to attend the Annual Meeting, please follow the registration instructions set forth in this Proxy Statement.



Matter		Board Vote Recommendation	Page Reference (for more details)

Proposal 1	Election of Directors	FOR	16

Proposal 2	Advisory Resolution on Executive Compensation	FOR	80

Proposal 3	Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025	FOR	81


Name	Age	Most Recent Experience(s)	Committee Memberships

John Dionne	61	Retired Senior Advisor at Blackstone Group, L.P.	AC, NCGC

Lisa Hammitt	62	Retired Executive Vice President, Artificial Intelligence and Chief Technology Officer at Davidson Technologies	CC, NCGC

Andrew Hobson	63	Partner and Chief Financial Officer at Innovatus Capital Partners, LLC	AC

Timothy (Tim) P. Jones	66	Retired Chief Operating Officer (U.S. Marketing Services) of Publicis Groupe	AC, CC

Thomas C. King	64	Operating Partner at Atlas Merchant Capital	CC

Joe Marchese	44	Co-Founder and Executive Chairman of Human Ventures	CC, NCGC

W. Benjamin Moreland «	61	Private Investor and Retired Chief Executive Officer at Crown Castle International Corp.	—

Scott R. Wells	56	Chief Executive Officer at Clear Channel Outdoor	—

Raymond (Ted) T. White	59	Co-Founder and Managing Director of Legion Partners Asset Management, LLC	AC

Jinhy Yoon	53	Retired Executive Vice President, Credit Research at PIMCO	AC, NCGC


Andrew Hobson, Chair	John Dionne	The Audit Committee consists of Andrew Hobson (as Chair), John Dionne, Tim Jones, Ted White and Jinhy Yoon, each of whom is independent as defined under the rules of the NYSE and Rule 10A-3 of the Exchange Act. Mr. Hobson has been designated as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K. The Audit Committee assists the Board in its oversight of the quality and integrity of the accounting, auditing and financial reporting practices of Clear Channel Outdoor.
Tim Jones	Ted White
Jinhy Yoon


1.		Director Responsibilities
		The basic responsibility of a director is to exercise her or his business judgment and act in what she or he reasonably believes to be in the best interests of Clear Channel Outdoor and its stockholders. Directors are expected to attend Board meetings and meetings of committees on which they serve and to spend the time needed, and meet as frequently as necessary, to properly discharge their responsibilities.

2.		Self-Evaluation Process
		The Board and each standing committee of the Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Nominating and Corporate Governance Committee is responsible for overseeing the self-evaluation process and for proposing any modification or alterations in Board or committee practices or procedures.

3.		Executive Sessions of Non-Management Directors
		The non-management directors and/or the independent directors meet periodically in executive session without management participation.

4.		Board Access to Senior Management
		Directors have complete access to Clear Channel Outdoor’s management, employees and its independent advisors for purposes of discharging their duties and responsibilities as directors and can initiate contact or meetings through the Chief Executive Officer or any other executive officer.

5.		Board Access to Independent Advisors
		The Board and each Board committee have the power to retain independent outside legal, financial or other advisors as they may deem necessary, at our expense.

6.		Board Tenure
		The Board believes that term limits on director service and a predetermined retirement age impose arbitrary restrictions on Board membership. Instead, the Board believes directors who, over a period of time, develop an insight into Clear Channel Outdoor and its operations provide an increasing contribution to Clear Channel Outdoor as a whole. The annual board performance evaluation is a primary determinant for Board tenure.

7.		Directors Who Change Their Current Job Responsibilities
		A director who changes the nature of the job she or he held when she or he was elected to the Board shall promptly notify the Board of any such change. This does not mean that such director should necessarily leave the Board. There should, however, be an opportunity for the Board to review the continued appropriateness of Board membership under these new circumstances.

8.		Service on Multiple Boards (“Overboarding”)
		To enable the Board to assess a director’s effectiveness and any potential conflicts of interest, any director who serves on more than three other public company boards must advise the Chair in advance of accepting an invitation to serve as a member of another public company board.

9.		Management Development and Succession Planning
		The Board or a committee of the Board will periodically consider management development and succession planning, including short-term succession planning for certain of Clear Channel Outdoor’s most senior management positions.


Name and Address of Beneficial Owner^(a)	Number of Shares of Common Stock		Percent of Common Stock^(b)
Holders of More than 5%:
PIMCO^(c)		104,796,992		21.1	%
Ares Management^(d)		55,829,046		11.2	%
Arturo R. Moreno^(e)		51,932,534		10.5	%
The Vanguard Group^(f)		36,323,087		7.3	%
BlackRock, Inc.^(g)		27,671,438		5.6	%
Legion Partners^(h)		26,080,554		5.3	%

Named Executive Officers, Executive Officers and Directors:
Scott R. Wells⁽ⁱ⁾		2,768,603			*
David J. Sailer^(j)		457,204			*
Brian D. Coleman^(k)		1,480,741			*
Lynn A. Feldman^(l)		882,786			*
Justin Cochrane^(m)		821,060			*
Jason A. Dilger⁽ⁿ⁾		367,039			*
John Dionne^(o)		518,428			*
Lisa Hammitt^(p)		333,478			*
Andrew Hobson^(q)		618,926			*
Tim Jones^(r)		23,821			*
Thomas King^(s)		645,965			*
Joe Marchese^(t)		654,051			*
W. Benjamin Moreland^(u)		2,342,718			*
Ted White^(v)		26,080,554		5.3	%
Jinhy Yoon^(w)		39,276			*
All directors and executive officers as a group (15 individuals)^(x)		38,034,650		7.7	%


Named Executive Officer		Title
Scott R. Wells		President and Chief Executive Officer of Clear Channel Outdoor
David J. Sailer⁽¹⁾		Executive Vice President and Chief Financial Officer of Clear Channel Outdoor
Lynn A. Feldman		Executive Vice President, Chief Legal Officer and Corporate Secretary of Clear Channel Outdoor
Justin Cochrane⁽²⁾		Chief Executive Officer of Clear Channel UK & Europe
Jason A. Dilger		Senior Vice President and Chief Accounting Officer of Clear Channel Outdoor
Brian D. Coleman⁽³⁾		Former Executive Vice President and Chief Financial Officer of Clear Channel Outdoor



Factors 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 (for annual incentive award payments made in early 2025 and 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 Compensation Decisions See page 38 for more information		2024 Base Salary Decisions On March 1, 2024, in connection with his promotion to Executive Vice President, Chief Financial Officer of the Company, Mr. Sailer received a base salary increase from $540,000 to $650,000. Also 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. Effective 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. Please see the section below entitled “2024 Base Salary Decisions” for further information regarding the NEOs’ base salaries.

		2024 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. Please 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.


Element	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



What We Do		What We Don’t Do

✔ Deliver a significant portion of executive compensation through performance-based at-risk pay ✔ Maintain a peer group for benchmarking pay ✔ Set challenging short- and long-term incentive objectives ✔ Provide strong oversight to monitor our equity share usage and avoid excessive levels of dilution ✔ Set forth stock ownership guidelines for executives, with minimum ownership levels defined by role ✔ Have double-trigger change-in-control arrangements ✔ Maintain a compensation clawback policy, which was updated in 2023 to comply with Section 10D of the Exchange Act and the NYSE listing standards ✔ Conduct an annual risk assessment to mitigate any compensation program-related risk having a material adverse effect on the Company ✔ Offer market-competitive benefits for executives that are generally consistent with the benefits provided to the rest of our employees ✔ Consult 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


STEP 1: Input on Compensation		STEP 2: Compensation Committee Decisions		STEP 3: Compensation Committee Oversight

At the end of each year, management, including the Chief Executive Officer, provides recommendations to the Compensation Committee on the compensation of the NEOs for the following year. The Chief Executive Officer does not make recommendations on his own compensation. These recommendations take into consideration the competitive market pay data provided by the Committee’s independent consultant, as well as an evaluation of the NEO’s role, contributions and performance in achieving Company performance and long-term potential. (See more below on the Committee’s independent compensation consultant.)	»	The Compensation Committee considers these recommendations together with the input of the independent compensation consultant and the full Board. Subsequently, the Compensation Committee determines the NEOs’ compensation in alignment with our compensation philosophy. All aspects of the Chief Executive Officer’s compensation are determined solely by the Compensation Committee, with input from the independent compensation consultant and the full Board.	»	In the first quarter of each year, the Compensation Committee will review and approve the items below, in each case with respect to such calendar year: • Objectives for each NEO • Variable pay target opportunities for annual incentive awards • Performance metrics for the annual incentive award Additionally, each year in the spring, the Compensation Committee will review and approve long-term equity incentive grants and related performance metrics. The Compensation Committee ensures that performance metrics are consistent with the financial, operational and strategic goals set by the Board, the performance goals are sufficiently ambitious and that amounts paid (when target performance levels are achieved) are consistent with our executive compensation philosophy.



2024 Executive Compensation Peer Group
AMC Networks, Inc. Criteo S.A. Gannett Co., Inc. Gray Television, Inc. Lamar Advertising Company	Stagwell, Inc. Nexstar Media Group, Inc. Outfront Media, Inc. Quad/Graphics, Inc. Sinclair Broadcast Group, Inc.	Sirius XM Holdings, Inc. TEGNA, Inc. The New York Times Company Ziff Davis, Inc. Yelp Inc.


Element	Objective	Type of Compensation	Key Features

Base Salary	Provide competitive fixed pay that is tied to the market and allows us to attract, retain and motivate executives within the media industry and broader market	Cash	• Reflects individual skills, experience, responsibilities and performance over time • Provides a stable and reliable source of income

Short-Term Incentive — Annual Incentive Plan	Encourage focus on performance that achieves specific short-term goals	Cash	• Performance-based reward tied to achievement of short-term (annual) corporate, business unit and individual performance goals • Pays only if threshold performance levels or above are met

Long-Term Incentive — Restricted Stock Units (RSUs)	Promote executive retention over the long-term and align compensation over a multi-year period directly with the interests of stockholders	Equity	• Aligns executive and stockholder interests • Promotes retention and enhances executive stock ownership • Links value to stock price

Long-Term Incentive — Performance Stock Units (PSUs)	Reward long-term stockholder value creation and emphasize a long-term view	Equity	• Performance-based rewards tied to achievement of long-term Total Shareholder Return (TSR) goals • Vests only if threshold performance levels or above are met • Aligns executive and stockholder interests • Links value to stock price and emphasizes relative outperformance of shareholder returns

Other Benefits	Provide programs for employees to pursue physical and financial wellbeing through retirement and health and welfare benefits	Benefit	• 401(k) retirement plan available to all employees • Broad-based benefits available to all employees • Limited perquisites • A cash payment available for certain UK-based employees that the employee may elect to apply toward the employee’s defined contribution plan account

Executive Change in Control Severance Plan	Provide market-appropriate benefits in the event of certain termination events in connection with a change in control	Benefit	• Facilitates an orderly transition in the event of management changes • Helps ensure NEOs remain focused on creating sustainable performance in case of personal uncertainties or risk of job loss • Provides CCOH confidentiality, non-compete and non-solicit protections



	12/31/2023 Salary		12/31/2024 Salary		Percent Change

Scott R. Wells	$	1,100,000	$	1,100,000		0.0	%

David J. Sailer⁽¹⁾	$	540,000	$	650,000		20.4	%

Lynn A. Feldman	$	650,000	$	650,000		0.0	%

Justin Cochrane⁽²⁾	$	479,172	$	479,172		0.0	%

Jason A. Dilger	$	400,000	$	400,000		0.0	%

Brian D. Coleman⁽³⁾	$	700,000		—		—



	2024 CCOH Plan Adjusted EBITDA ($M)			2024 Europe Plan Adjusted EBITDA ($M)
Original Target Approved in the first quarter of 2024		$	629.0		$	108.1
Addition of Spain		$	16.7		$	16.7
Target used for Executive Bonus Calculations		$	645.7		$	124.7



	Total Target as a % of Base Salary			Total Target Award Opportunity			Financial Portion Weight			Financial Portion Actual Payout as a % of Target⁽¹⁾			MBO Portion Weight			MBO Portion Actual Payout as a % of Target			Total Actual as a % of Target			Total Actual Amount Awarded
Scott R. Wells		110	%		$	1,210,000		70	%		99	%		30	%		200	%		129	%		$	1,560,740
David J. Sailer⁽²⁾		99	%		$	623,115		70	%		98	%		30	%		180	%		123	%		$	766,025
Lynn A. Feldman		100	%		$	650,000		70	%		99	%		30	%		200	%		129	%		$	838,414
Justin Cochrane⁽³⁾		100	%		$	479,172		70	%		125	%		30	%		110	%		121	%		$	578,642
Jason A. Dilger		60	%		$	240,000		70	%		99	%		30	%		180	%		123	%		$	295,168
Brian D. Coleman⁽⁴⁾		100	%		$	114,754		70	%		99	%		30	%		100	%		99	%		$	113,591


CEO 2024 Annual Equity Grant Mix		Other NEOs’ 2024 Average Annual Equity Grant Mix


	Restricted Stock Units (RSUs)	Performance Stock Units (PSUs)

Description	Clear Channel Outdoor shares that vest upon meeting time-based vesting conditions	Clear Channel Outdoor shares that are earned by the NEO upon achieving relative Total Shareholder Return (TSR) performance goals and time-based vesting conditions

Value	Clear Channel Outdoor stock price at vesting	Clear Channel Outdoor stock price at vesting

% of Equity Grant	35% - 75%	25% - 65%

Performance Metric	Time	Relative Total Shareholder Return (TSR) relative to the S&P 600

Vesting	One-third annually over three years, subject to continued employment through each vesting date	0% to 150% performance-vests based on achievement of the performance metrics during the three-year performance period, subject to continued employment through the end of the applicable performance period



	Grant Date Fair Market Value of 2024 Annual Grants RSU Awards^(a)			Grant Date Fair Market Value of 2024 Annual Grants PSU Awards^(b)			Total Grant Date Fair Market Value of 2024 Annual Grants
Scott R. Wells		$	992,726		$	1,820,000		$	2,812,726
David J. Sailer		$	486,233		$	720,001		$	1,206,234
Lynn A. Feldman		$	405,194		$	599,998		$	1,005,192
Justin Cochrane		$	474,837		$	156,249		$	631,086
Jason A. Dilger		$	265,908		$	87,499		$	353,407



	Grant Date Fair Market Value of One-Time PSU Awards
Scott R. Wells		$	4,198,718
David J. Sailer		$	1,343,590
Lynn A. Feldman		$	1,119,657


	Performance Goal	Performance Vesting Percentage
Below Threshold Level	<25^th Percentile relative to S&P 600	0%
Threshold Level	25^th Percentile relative to S&P 600	50%
Target Level	50^th Percentile relative to S&P 600	100%
Maximum Level	75^th Percentile relative to S&P 600	150%


	Performance Goal	Performance Vesting Percentage
Below Threshold Level	<30^th Percentile relative to S&P 600	0%
Threshold Level	30^th Percentile relative to S&P 600	50%
Target Level	60^th Percentile relative to S&P 600	100%
Maximum Level	90^th Percentile relative to S&P 600	150%


Named Executive Officer		Stock Ownership Guideline
Scott R. Wells		5 times base salary
David J. Sailer		3 times base salary
Lynn A. Feldman		3 times base salary
Justin Cochrane		3 times base salary
Jason A. Dilger		1 times base salary