Clear Channel Outdoor Holdings, Inc PRE 14A, filed Mar 19, 2024

Clear Channel Outdoor Holdings, Inc. (CCO)

PRE 14A 2024-03-19 For: 2024-05-16

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Added on October 15, 2026

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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			10
Governance Guidelines			11
Board Committee Charters			12
Code of Business Conduct and Ethics			12
Stockholder and Interested Party Communication with the Board			12


Proxy Statement Summary			1

The Board of Directors and Corporate Governance			1


Security Ownership of Certain Beneficial Owners and Management			13

Proposal 1: Election of Directors			15

A Message from our Compensation Committee			27

Compensation Discussion and Analysis			28

Compensation Committee Report			45

Executive Compensation Tables			46


2023 Summary Compensation Table			46
Employment Agreements with the Named Executive Officers			47
Grants of Plan-Based Awards			50
Outstanding Equity Awards at Fiscal Year-End			52
Option Exercises and Stock Vested			53


Pension Benefits			53
Nonqualified Deferred Compensation Plans			53
Potential Post-Employment Payments			54
Pay Versus Performance			62
Pay Ratio			66


Relationship of Compensation Policies and Programs to Risk Management			67

Director Compensation			67

Compensation Committee Interlocks and Insider Participation			68

Certain Relationships and Related Party Transactions			69


Policy on Review and Approval of Transactions with Related Persons			69


Audit Committee Report			70

Auditor Fees			72

Proposal 2: Advisory Resolution on Executive Compensation			73

Proposal 3: Amendment to our Certificate of Incorporation to Provide for Exculpation of Certain Officers			74

Proposal 4: Approval of the Adoption of the Clear Channel Outdoor Holdings, Inc. 2012 Third Amended and Restated Equity Incentive Plan			76

Proposal 5: Ratification of Selection of Independent Registered Public Accounting Firm			85

Questions and Answers About the Proxy Materials and the Annual Meeting			86

Stockholder Proposals for 2025 Annual Meeting and Advance Notice Procedures			91

Other Matters			91

General			91

Appendix A - Form of Amendment to Amended Certificate of Incorporation			A-1

Appendix B - Form of 2012 Third Amended and Restated Stock Incentive Plan			B-1


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 as of March 18, 2024 (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	15
Proposal 2	Advisory Resolution on Executive Compensation	FOR	73
Proposal 3	Amendment to our Certificate of Incorporation to Provide for Exculpation of Certain Officers as Permitted by Recent Amendments to Delaware Law	FOR	74
Proposal 4	Adoption of our 2012 Third Amended and Restated Equity Incentive Plan to Increase the Number of Shares Authorized for Issuance Under the 2012 Second Amended and Restated Equity Incentive Plan by 36,700,000 Shares and to Eliminate the Liberal Share Recycling Provisions with respect to Stock Options and Stock Appreciation Rights	FOR	76
Proposal 5	Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024	FOR	85


		1. A director must not be, or have been within the last three years, an employee of Clear Channel Outdoor. In addition, a director’s immediate family member (“immediate family member” is defined to include a person’s spouse, parents, children, siblings, mother- and father-in-law, sons- and daughters-in-law and anyone (other than domestic employees) who shares such person’s home) must not be, or have been within the last three years, an executive officer of Clear Channel Outdoor.

		2. A director or immediate family member must not have received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from Clear Channel Outdoor, other than director or committee fees and pension or other forms of deferred compensation for prior service (and no such compensation may be contingent in any way on continued service).

		3. A director must not be a current partner or employee of a firm that is Clear Channel Outdoor’s internal or external auditor. In addition, a director must not have an immediate family member who is (a) a current partner of such firm or (b) a current employee of such a firm and personally works on Clear Channel Outdoor’s audit. Finally, neither the director nor an immediate family member of the director may have been, within the last three years, a partner or employee of such a firm and personally worked on Clear Channel Outdoor’s audit within that time.



		4. A director or an immediate family member must not be, or have been within the last three years, employed as an executive officer of another company where any of Clear Channel Outdoor’s present executive officers at the same time serve or served on that company’s compensation committee.

		5. A director must not be a current employee, and no director’s immediate family member may be a current executive officer, of a material relationship party (“material relationship party” is defined as any company that has made payments to, or received payments from, Clear Channel Outdoor for property or services in an amount that, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues).

		6. A director must not own, together with ownership interests of his or her family, ten percent (10%) or more of a material relationship party.

		7. A director or immediate family member must not be, or have been during the last three years, an executive officer of a charitable organization (or hold a similar position), to which Clear Channel Outdoor makes contributions in an amount that, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of such organization’s consolidated gross revenues.

		8. A director must be “independent” as that term is defined from time to time by the rules and regulations promulgated by the SEC, by the listing standards of the NYSE and, with respect to at least two members of the compensation committee, by the applicable provisions of, and rules promulgated under, the Internal Revenue Code of 1986, as amended (collectively, the “Applicable Rules”). For purposes of determining independence, the Board will consider relationships with Clear Channel Outdoor and any parent or subsidiary in a consolidated group with Clear Channel Outdoor or any other company relevant to an independence determination under the Applicable Rules.


1.		Director Responsibilities
		The basic responsibility of a director is to exercise his or her 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 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
		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		21.7	%
Ares Management^(d)		55,829,046		11.5	%
The Vanguard Group^(e)		36,323,087		7.5	%
Arturo R. Moreno^(f)		32,924,370		6.8	%
BlackRock, Inc.^(g)		27,671,438		5.7	%
Legion Partners^(h)		25,948,728		5.4	%

Named Executive Officers, Executive Officers and Directors:
Scott R. Wells⁽ⁱ⁾		2,722,250			*
Brian D. Coleman^(j)		1,326,178			*
Lynn A. Feldman^(k)		873,825			*
Justin Cochrane^(l)		608,967			*
Jason A. Dilger^(m)		333,390			*
John Dionne⁽ⁿ⁾		382,300			*
Lisa Hammitt^(o)		253,265			*
Andrew Hobson^(p)		521,472			*
Thomas King^(q)		511,271			*
Joe Marchese^(r)		520,791			*
W. Benjamin Moreland^(s)		1,390,821			*
Mary Teresa Rainey^(t)		321,472			*
Ted White^(u)		25,948,728		5.4	%
Jinhy Yoon		—			—
All directors and executive officers as a group (14 individuals)^(v)		34,869,497		7.2	%


Our NEOs	28	Role of the Independent Compensation Consultant	33
Our Executive Compensation Philosophy	28	Role of the Executive Compensation Peer Group	34
Summary of our 2023 Decisions	29	Relationship of Compensation Policies and Programs to Risk Management	34
Supporting our Pay-For-Performance Philosophy	31	Elements of the Executive Compensation Program	35
Aligning Pay With Performance	31	Analysis of 2023 Compensation Decisions	36
Compensation Factors and Governance	32	Executive Benefits and Perquisites	42
Stockholder Input on Executive Compensation	32	Other Key Features of our Executive Compensation Program	42
Role of the Compensation Committee	33	Tax and Accounting Treatment	43


Named Executive Officer		Title
Scott R. Wells		President and Chief Executive Officer of Clear Channel Outdoor
Brian D. Coleman		Former 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		Chief Executive Officer, UK & Europe
Jason A. Dilger		Senior Vice President and Chief Accounting 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 2023 (for annual incentive award payments made in early 2024 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 2023 Compensation Decisions See page 36 for more information		Base Salary Decisions On March 7, 2023, in connection with entering into his amended and restated employment agreement, Mr. Coleman received a base salary increase from $650,000 to $700,000, which was effective as of April 1, 2023.

		2015 Executive Incentive Plan (Annual Incentive Plan) Decisions Slightly below target achievement of business performance across our business units, along with the achievement of individual performance objectives, resulted in our NEOs earning annual incentive payouts between 80% and 100% of their individual target opportunities, paid in March 2024. Equity Grant Decisions Beginning with annual grants made in 2022, we (i) increased the intended ratio 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 each of our NEOs and (ii) implemented a cap on the earned payout percentage of the Performance Stock Units (“PSUs”) such that the payout may not be greater than 100% if the Company’s TSR is less than zero over the performance period. The equity grants made to our NEOs in 2023 (the “2023 Annual Grants”) were made consistent with these equity grant practices which commenced in 2022. On May 2, 2023, Messrs. Wells, Coleman, Cochrane and Dilger, and Ms. Feldman each received a 2023 Annual Grant with a grant date fair market value ranging from $337,187 to $2,675,832. The per share fair market value at the time of grant was $1.30 for the time-based Restricted Stock Units (“RSUs”) and $1.62 for the PSUs. The value of the Annual Grants received factored each NEO’s performance during their tenure at Clear Channel Outdoor, including during the prior year, their long-term potential, retention considerations, the value of certain equity grants made in prior years, internal equity and market practices for comparable positions. The 2023 Annual Grants, in aggregate, consisted of approximately 40% RSUs and approximately 60% PSUs. The time-vesting restricted stock units granted to the NEOs, pursuant to the Annual Grants, vest in three equal installments on April 1 of 2024, 2025 and 2026, subject to each NEO’s continued employment through each vesting date. The performance stock units are earned based on Relative Total Shareholder Return (TSR) relative to the S&P 600 for the period from April 1, 2023 through March 31, 2026.


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 Emphasizes long-term view	3 years	Relative Total Shareholder Return (TSR) performance	Equity



What We Do		What We Don’t Do

ü Deliver a significant portion of executive compensation through performance-based at-risk pay ü Maintain a peer group for benchmarking pay ü Set challenging short- and long-term incentive objectives ü Provide strong oversight to monitor our equity share usage and avoid excessive levels of dilution ü Require stock ownership by executives, with minimum ownership levels defined by role ü Have double-trigger change-in-control arrangements ü Maintain a compensation clawback policy, which was updated in 2023 to comply with Section 10D of the Exchange Act and the rules promulgated thereunder the new listing standards ü Conduct an annual risk assessment to mitigate any compensation program-related risk having a material adverse effect on the Company ü Offer market-competitive benefits for executives that are generally consistent with the benefits provided to the rest of our employees ü 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 pay. These recommendations take into consideration the competitive market pay data provided by the Board’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 Board’s independent compensation consultant.)	»	The Compensation Committee considers these recommendations together with the input of our independent compensation consultant and the full Board. Subsequently, the Compensation Committee determines the NEOs’ compensation, ensuring that it is aligned 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.



2023 Executive Compensation Peer Group

AMC Networks, Inc. Audacy, 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
Severance Agreements	Provide market-appropriate benefits in the event of certain termination events	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


	12/31/2022 Salary		12/31/2023 Salary		Percent Change
Scott R. Wells	$	1,100,000	$	1,100,000		0.0	%
Brian D. Coleman⁽¹⁾	$	650,000	$	700,000		7.7	%
Lynn A. Feldman	$	650,000	$	650,000		0.0	%
Justin Cochrane⁽²⁾	$	466,244	$	466,244		0.0	%
Jason A. Dilger	$	400,000	$	400,000		0.0	%


	2023 CCOH Plan Adjusted EBITDA ($M)			2023 Europe Plan Adjusted EBITDA ($M)
Original Target Approved in Q1 2023	$	640.2		$	126.6
Removal of Switzerland, Italy and France for divestitures in 2023	($	35.0	)	($	35.0	)
Target used for Executive Bonus Calculations	$	605.2		$	91.6



	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	%		72	%		30	%		100	%		80	%		$	973,392
Brian D. Coleman		100	%		$	687,671		70	%		72	%		30	%		100	%		80	%		$	553,201
Lynn A. Feldman		100	%		$	650,000		70	%		72	%		30	%		115	%		85	%		$	552,147
Justin Cochrane⁽²⁾		100	%		$	466,244		70	%		96	%		30	%		110	%		100	%		$	466,736
Jason A. Dilger		60	%		$	240,000		70	%		72	%		30	%		100	%		80	%		$	193,070


CEO Annual Equity Grant Mix		Other NEO Avg 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 executive 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% - 45%	55% - 65%
Performance Metric	Time	Relative Total Shareholder Return (TSR) relative to the S&P 600
Vesting	One-third annually over three years	0% to 150% after three-year performance period based on achievement of performance goal


	Annual RSUs		Annual PSUs		Total 2023 Grant Value
Scott R. Wells	$	985,833	$	1,689,999	$	2,675,832
Brian D. Coleman	$	585,000	$	810,000	$	1,395,000
Lynn A. Feldman	$	357,500	$	494,999	$	852,499
Justin Cochrane	$	270,833	$	374,999	$	645,832
Jason A. Dilger	$	158,438	$	178,749	$	337,187


	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%


Named Executive Officer		Stock Ownership Guideline
Scott R. Wells		5 times base salary
Brian D. Coleman		3 times base salary
Lynn A. Feldman		3 times base salary
Justin Cochrane		3 times base salary
Jason A. Dilger		1 times base salary


Name and Principal Position	Year		Salary ($)		Bonus ($)^(a)		Stock Awards ($)^(b)		Non-Equity Incentive Plan Compensation ($)^(c)		All Other Compensation ($)^(d)		Total ($)^*
Scott R. Wells President and Chief Executive Officer		2023		1,100,000		—		2,675,832		973,392		5,000		4,754,224
		2022		1,100,000		—		3,350,658		1,422,842		89,121		5,962,621
		2021		900,000		—		1,825,856		1,557,000		108,978		4,391,834
Brian D. Coleman Former Executive Vice President, Chief Financial Officer		2023		687,671		—		1,395,000		553,201		5,000		2,640,872
		2022		650,000		—		1,186,024		764,336		5,000		2,605,360
		2021		650,000		—		1,448,511		1,105,000		5,000		3,208,511
Lynn A. Feldman Executive Vice President, Chief Legal Officer and Corporate Secretary		2023		650,000		—		852,499		552,147		5,000		2,059,646
		2022		608,356		—		759,055		719,649		5,000		2,092,060
		2021		600,000		—		1,119,856		1,038,000		9,579		2,767,436
Justin Cochrane^(e) Chief Executive Officer, UK & Europe		2023		466,244		116,561		645,832		466,736		39,194		1,734,567
Jason A. Dilger Chief Accounting Officer		2023		400,000		—		337,187		193,070		5,000		935,257
		2022		400,000		—		306,285		276,706		5,000		987,991
		2021		378,769		—		374,907		391,909		7,002		1,152,586