DEF 14A of iHeartMedia, Inc., Apr 25, 2024

DEF 14A of iHeartMedia, Inc.

Filed Apr 25, 2024 · FY20230001400891-24-000016

Open on EDGAR

  1. TABLE OF CONTENTS

    | Outstanding Equity Awards at 2023 Fiscal Year-End | 50 | | Option Exercises and Stock Vested—Fiscal Year 2023 | 51 | | Summary of Potential Payments and Benefits—Termination and Change in Control Events | 52 | | Summary of Potential Payments Upon Termination or Change in Control | 55 | | CEO PAY RATIO | 55 | | PAY VS PERFORMANCE | 57 | | EQUITY COMPENSATION PLAN INFORMATION | 60 | | DIRECTOR COMPENSATION | 62 | | Relationship of Compensation Policies and Programs to Risk Management | 64 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 65 | | Delinquent Section 16 Reports | 66 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 67 | | Relationships and Transactions | 67 | | Policies and Procedures for Related Person Transactions | 67 | | OUR EXECUTIVE OFFICERS | 68 | | QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS | 69 | | ADDITIONAL INFORMATION | 73 | | Stockholder Proposals | 73 | | Householding of Annual Meeting Materials | 73 | | Other Matters | 73 | | Solicitation of Proxies | 73 | | Annex A | 75 | | Annex B-1 | 77 | | Annex B-2 | 77 |

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  3. Director Nominees and Continuing Directors

    | | | | Committee Memberships | | | | Director | Director Since | Independent | A | C | N&CG | | Director Nominees | | | | | | | Robert W. Pittman (Chairman and CEO) | 2011 | | | | | | James A. Rasulo (Lead Independent Director) | 2019 | ✓ | ✓ | Chair | ✓ | | Richard J. Bressler | 2008 | | | | | | Samuel E. Englebardt | 2022 | ✓ | ✓ | ✓ | | | Brad Gerstner | 2019 | ✓ | Chair | | | | Cheryl Mills | 2020 | ✓ | | ✓ | Chair | | Graciela Monteagudo | 2021 | ✓ | ✓ | | | | Kamakshi Sivaramakrishnan | 2019 | ✓ | | ✓ | ✓ |

  4. Director Nominees and Continuing Directors

    A = Audit Committee C = Compensation Committee N&CG = Nominating and Corporate Governance Committee

  5. Fiscal 2023 Overview

    Fiscal 2023 Overview The Company took many important steps throughout the 2023 fiscal year. We continued to significantly advance the transformation of iHeart into a true multiplatform audio company, driven by innovation and supported by data and technology, while also continuing our critical mission of providing vital support and connection to the communities we serve.

  6. Fiscal 2023 Overview

    | #1 Audio media company in the United States based on consumer reach | 5x the digital listening hours of the next largest commercial broadcast radio company, as measured by Triton | over 330M social media fans & followers as measured by ListenFirst | | #1 Podcast publisher in the United States as measured by Podtrac | $3,751M in revenues for 2023 | 2X reach of the largest TV Network and 4X reach of the largest ad- enabled streaming audio player | | Most #1 ranked station groups across top 160 markets and largest 50 markets | 14% Increase in podcast revenues in 2023 | iHeart has the only total audio media ecosystem for all forms of audio |

  7. 2023 Business Performance & Highlights

    2023 Business Performance & Highlights Although the advertising marketplace ended up being more uncertain than we originally anticipated, we continued to innovate and find new ways to engage with our consumers and advertising partners; we remained committed to evolving our business; and we maintained our focus on cost efficiencies and disciplined capital management. ● Consolidated revenue decreased 4% to $3.8 billion, from $3.9 billion in the prior year. ● Digital Audio Group revenue increased 5% as compared to the prior year, including a 14% increase in Podcast Revenue. ● Multiplatform Group revenue decreased 6% as compared to the prior year. ● Consolidated operating loss was $797 million compared to operating income of $57 million in the prior year. ● Consolidated net loss was $1.1 billion compared to a net loss of $263 million in the prior year. ● Consolidated Adjusted EBITDA1 decreased 27% to $697 million, from $950 million in the prior year. ● Cash flows from operating activities decreased 49% to $213 million, from $420 million in the prior year. ● Adjusted Free Cash Flow1 decreased 59% to $118 million, from $291 million in the prior year. ● Cash balance and total available liquidity2 of $346 million and $772 million, respectively, as of December 31, 2023. ● Continued deleveraging, with voluntary debt repurchases of $147 million in cash, reducing the principal balance of our highest-interest debt balance by $204 million.

  8. 2023 Operational Highlights

    2023 Operational Highlights The Company continued to execute on its transformation into a true multiplatform audio company with an industry leading position in content and distribution across broadcast radio, streaming digital radio and podcasts and a best-in-class total audio advertising technology and data solution for all forms of audio — on-demand, broadcast radio, digital streaming radio, and podcasting. The Company made important progress on its strategic goals, including as follows: •iHeartMedia is the number one audio media company in the United States based on the consumer reach of its broadcast assets alone. 1 See "Supplemental Disclosure Regarding Non-GAAP Financial Information" in Annex A. 2 Total available liquidity is defined as cash and cash equivalents of $346 million plus available borrowings under our ABL Facility of $426 million. We use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations. •According to Nielsen, for the 18-49 demographic, iHeart is ranked #1 in 26 of Nielsen’s Top 50 metros, and #1 in 70 of the top 160 metros—that’s more #1 markets than the next two largest radio companies combined. •Our iHeartRadio digital platform is the number one streaming broadcast radio platform—with five times the digital listening hours of the next largest commercial broadcast radio company, as measured by Triton. •We are the number one podcast publisher in the United States, according to Podtrac, and have the most shows featured in the Top 10 and across 19 categories. •We are the only company with a total audio advertising technology and data solution, providing both supply-side and demand-side services for all forms of audio — on-demand, broadcast radio, digital streaming radio, and podcasting. •Our personalities, stations and brands have a social footprint that includes over 330 million fans and followers, as measured by ListenFirst, which is thirteen times the size of the next largest commercial broadcast audio media company. This social footprint was at the heart of delivering 51 billion social media impressions for our 2023 iHeartRadio Music Festival. •We held seven nationally recognized tentpole events with some of the biggest names in music, as well as our thousands of local events, all of which provide significant opportunities for consumer promotion, advertising and social amplification. •iHeartLand, our state of the art, always-on entertainment space for music, live events and gaming in the metaverse, saw over 1 million plays during a recent performance by Ed Sheeran. •We launched the Outspoken Podcast Network designed to elevate the impactful culture of the LGBTQ+ community. •We continued to strengthen our social responsibility and human capital commitment by implementing and planning a number of new initiatives. (See Corporate Social Responsibility and Human Capital for additional detail). •We continued to modernize the Company, utilizing new technologies, including AI, to make our operations more efficient resulting in structural expense savings of over $90 million.

  9. Corporate Governance Highlights

    Corporate Governance Highlights iHeartMedia is committed to good governance practices that protect and promote the long-term value of the Company for its stockholders. The Board regularly reviews our governance practices to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its stockholders. The following chart provides an overview of our corporate governance practices:

  10. Corporate Governance Highlights

    | Independent Oversight | All of our current non-employee directors (6 of 8 directors) are independent Strong lead independent director with substantive responsibilities and significant authority including over meeting schedules, agendas and information sent to the Board Regular executive sessions of non-employee directors at Board meetings (chaired by lead independent director) and committee meetings (chaired by independent committee chairs) 100% independent Board committees Active Board and committee oversight of the Company’s strategy and risk management Committed to regular Board refreshment, with one new director added and one director departed in 2022 | | Board Effectiveness | Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy Annual assessment of director skills and commitment to Board diversity to ensure Board meets the Company’s evolving needs Highly engaged Board with all current directors having attended over 75% of all meetings of the Board and committees on which they served in 2023 Annual Board and committee self-evaluations overseen by the Nominating and Corporate Governance Committee Ongoing director education | | Stockholder Rights | Annual director elections No supermajority voting requirement to amend bylaws or charter Directors can be removed without cause No poison pill | | Good Governance Practices | Development and periodic review of succession plans for members of senior management Code of Business Conduct + Ethics ("Code of Conduct") applicable to directors and all employees, which reinforces our core values and helps drive our workplace culture of compliance with ethical standards, integrity and accountability We prohibit all directors and executive officers from hedging our securities; directors and executive officers are also prohibited from pledging our securities, unless such pledge is specifically pre-approved by the Company’s General Counsel Stock ownership guidelines for directors and executive officers and clawback policy for recovery of erroneously awarded incentive compensation from executive officers Responsible corporate citizenship and environmental initiatives Annual review of Governance Guidelines and committee charters |

  11. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS The current term of office of the Company’s eight directors expires at the Annual Meeting. The Board proposes that the following eight directors be elected for a term of one year and until their successors are duly elected and qualified: Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Brad Gerstner, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan. The Board and the Nominating and Corporate Governance Committee believe that the eight director nominees encompass a range of talents, skills and expertise sufficient to provide sound and prudent guidance with respect to the Company’s operations and interests. The directors reflect the diversity of the Company’s stockholders, employees, listeners and communities.

  12. PROPOSAL ONE—ELECTION OF DIRECTORS

    | Board Diversity Matrix (as of April 25, 2024) | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 5 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 1 | 0 | 0 | 0 | | Asian | 1 | 0 | 0 | 0 | | Hispanic or Latinx | 1 | 0 | 0 | 0 | | White | 0 | 5 | 0 | 0 |

  13. Board Recommendation

    Board Recommendation

  14. Board Recommendation

    | | Our Board unanimously recommends that you vote “FOR” the election of each of the persons nominated by the Board. |

  15. Board Recommendation

    If you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will vote to elect Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Brad Gerstner, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan as directors. Each nominee currently serves on our Board, has consented to being named in this proxy statement and has indicated their willingness to continue to serve if elected. However, if any such director nominee should be unable to serve, or for good cause will not serve, the shares of Class A common stock represented by proxies may be voted for a substitute nominee designated by our Board, or our Board may reduce its size. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.

  16. Our Board of Directors

    Our Board of Directors

  17. Director Biographies

    Director Biographies

  18. Director Biographies

    | Director Since: 2011 Age: 70 Committee Memberships: • None | ROBERT W. PITTMAN Mr. Pittman was appointed our Chairman on May 17, 2013. Prior to adding the Chairmanship, he became the Chief Executive Officer of the Company in October 2011. Mr. Pittman was also the Executive Chairman of Clear Channel Outdoor Holdings, Inc. (“CCOH”) from January 2012 to March 2015 and Chairman and Chief Executive Officer of CCOH from March 2015 to May 2019. Mr. Pittman served as a director of CCOH from October 2011 to May 2019. From November 2010 to October 2011, Mr. Pittman served as Chairman of Media and Entertainment Platforms for the Company and iHeartCommunications. He was the founding member and investor in the Pilot Group LP (“Pilot Group”), a private equity investment firm, from April 2003 until the winding up of that entity in September 2022. Mr. Pittman was formerly Chief Operating Officer of AOL Time Warner, Inc. from May 2002 to July 2002. He also served as Co-Chief Operating Officer of AOL Time Warner, Inc. from January 2001 to May 2002, and earlier, as President and Chief Operating Officer of America Online, Inc. from February 1998 to January 2001 and President and CEO of AOL Networks from October 1996 to February 1998. Earlier in his career, he was the programmer who led the team that created MTV and was later CEO of MTV Networks, Inc. and CEO of Six Flags Theme Parks, Inc., Time Warner Enterprises, Inc. and Century 21 Real Estate Corporation. Mr. Pittman was selected to serve as a member of our Board because of his service as our Chief Executive Officer, and we believe his extensive media experience gained through the course of his career is valuable to the Board. | | Director Since: 2019 Age: 68 Committee Memberships: • Audit Committee • Compensation Committee (CHAIR) • Nominating and Corporate Governance Committee | JAMES A. RASULO Mr. Rasulo was formerly an executive at Walt Disney Company ("Walt Disney") from 1986 through 2015, having spent his last five years at Disney as the Chief Financial Officer and Senior Executive Vice President. During his tenure at Walt Disney, among other roles, he served as the Chairman of Walt Disney Parks & Resorts. Mr. Rasulo served on the board of Saban Capital Acquisition Corporation from September 2016 to April 2019, where he sat on the Audit Committee and the Compensation Committee. Mr. Rasulo also serves on the board of the Los Angeles Philharmonic Association. Mr. Rasulo is a graduate of Columbia University and received his M.A. and M.B.A. from the University of Chicago. Mr. Rasulo’s proven business acumen and extensive experience serving in executive management roles at a large publicly traded company brings tremendous value to the Board. | | Director Since: 2007 Age: 66 Committee Memberships: • None | RICHARD J. BRESSLER Mr. Bressler was appointed as our President and Chief Financial Officer in July 2013 and as our Chief Operating Officer in February 2015. Mr. Bressler also served as the Chief Financial Officer of CCOH from July 2013 to May 2019. Prior thereto, Mr. Bressler was a Managing Director at the private equity investment company, Thomas H. Lee Partners, L.P. (“THL”). Prior to joining THL, Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom, Inc. ("Viacom") from 2001 through 2005. He also served as Chairman and Chief Executive Officer of Time Warner Digital Media and, from 1995 to 1999, was Executive Vice President and Chief Financial Officer of Time Warner Inc. ("Time Warner"). Prior to joining Time Inc. (which became Time Warner in 1990) in 1988, Mr. Bressler was a partner with the accounting firm of EY since 1979. Mr. Bressler has been one of our directors since July 2008. Mr. Bressler also currently is a director of Gartner, Inc., a research and consulting services company, where he sits on the Audit Committee and the Mount Sinai Medical Center Foundation, a non-profit hospital. Mr. Bressler previously served as a member of the boards of directors of Nielsen Holdings B.V. and Warner Music Group Corp. and as a member of the J.P. Morgan Chase National Advisory Board. Mr. Bressler holds a B.B.A. in Accounting from Adelphi University. Mr. Bressler’s experience in and knowledge of the industry gained through his various positions with Viacom and Time Warner as well as his knowledge of finance and accounting gained from his experience at THL, Gartner and EY are all important contributions to the Board. | | Director Since: 2022 Age: 46 Committee Memberships: • Audit Committee • Compensation Committee | SAMUEL E. ENGLEBARDT Samuel Englebardt has served as a Co-founder and Partner at Galaxy Digital, a technology-driven financial services and investment management firm, since 2018 and the Founding General Partner of Galaxy Interactive, a venture capital franchise focused on companies operating at the intersection of content, finance and technology, since 2018. From 2017 to 2018, Mr. Englebardt was Partner and Managing Director at Galaxy Investment Partners. He is a media and technology investor and content producer who has created, acquired and/or financed a broad range of traditional and digital businesses and dozens of video games, films and television shows over the past decade. Prior to Galaxy Digital, Mr. Englebardt was a Partner and Managing Director at Lambert Media Group (“LMG”) from 2007 to 2016, where he managed a portfolio of media-sector private equity investments. Before LMG, Mr. Englebardt was a Vice President and Financial Advisor at Alliance Bernstein from 2006 to 2008. Mr. Englebardt earned his J.D. from Harvard Law School and received his B.A. in philosophy and political science from the University of Colorado at Boulder. Mr. Englebardt’s deep experience with digital assets and content, including the metaverse and web3, is invaluable to the Board as it expands its digital business. |

  19. Director Biographies

    | Director Since: 2019 Age: 52 Committee Memberships: • Audit Committee (CHAIR) | BRAD GERSTNER Mr. Gerstner has served, since 2008, as the CEO of Altimeter Capital Management, LP, a leading technology investment firm that manages public and private portfolios. Mr. Gerstner also served as Chief Executive Officer, President and Chairman of the board of directors of Altimeter Growth Corp. from October 2020 to December 2021 and of Altimeter Growth Corp. 2 from January 2021 to December 2022, both of which were public special purpose acquisition companies. Prior to launching Altimeter Capital Management, LP, Mr. Gerstner was an internet entrepreneur, co-founding and selling three start-ups. Additionally, Mr. Gerstner previously served as a board member and compensation committee member of Orbitz, Inc. and as a board member of private companies SilverRail Technologies, Duetto Research, HotelTonight, Samooha, Inc., Sigma Computing and Cerebras. Mr. Gerstner is also the founder of Invest America, a foundation working to pass legislation to establish a 401k-like investment account at birth. Mr. Gerstner holds a B.S. in economics and political science from Wabash College, a J.D. from Indiana University School of Law and an M.B.A. from Harvard Business School. Mr. Gerstner has advised a broad range of companies on business, financial and value-creation strategies. Mr. Gerstner’s proven financial acumen and background in analyzing financial markets brings a depth of knowledge and practical experience to the Board. | | Director Since: 2020 Age: 59 Committee Memberships: • Nominating and Corporate Governance Committee (CHAIR) • Compensation Committee | CHERYL MILLS Ms. Mills is Founder and Chief Executive Officer of the BlackIvy Group LLC, a private company that builds and operates businesses in Sub-Saharan Africa. Previously, she served as Chief of Staff to former Secretary of State Hillary Clinton and Counselor to the U.S. Department of State from 2009 to 2013. Ms. Mills was with New York University from 2002 to 2009, where she served as Senior Vice President for Administration and Operations, General Counsel and as Secretary of the Board of Trustees. She also served as Senior Vice President for Corporate Policy and Public Programming at Oxygen Media from 1999 to 2001. Prior to joining Oxygen Media, Ms. Mills served as Deputy Counsel to President Clinton and as the White House Associate Counsel. Ms. Mills currently serves on the board of directors of BlackRock, Inc., a financial services company that she joined in 2013. She previously served on the board of directors of Cendant Corporation (now Avis Budget Group, Inc.), a consumer real estate and travel conglomerate, from 2003 to 2006. Ms. Mills received her B.A. from the University of Virginia and her J.D. from Stanford Law School. Ms. Mills brings to the Board a range of leadership experiences from private equity, government and academia, and through her prior service on the boards of corporations and non-profits, she provides expertise on issues concerning government relations, public policy, corporate administration and corporate governance. | | Director Since: 2021 Age: 57 Committee Memberships: • Audit Committee | GRACIELA MONTEAGUDO Ms. Monteagudo served as Chief Executive Officer of LALA U.S., a producer and distributor of dairy-based products from March 2017 to December 2018. Ms. Monteagudo previously served as Senior Vice President and President, Americas for Mead Johnson Nutrition Company, a global manufacturer of infant formula, from July 2015 to February 2017 where she was responsible for Mead Johnson’s businesses in North America and Latin America. Between May 2012 and June 2015, Ms. Monteagudo served as Mead Johnson’s Senior Vice President and General Manager, North America and Global Marketing. Prior to that, Ms. Monteagudo served in several capacities for Walmart Mexico, most recently as Senior Vice President and Business Unit Head, Sam’s Club. Ms. Monteagudo has served as a director of WD 40 Company since June 2020, where she serves on its nominating/governance and finance committees, and as a director of ACCO Brands Corp since 2016, where she serves on its compensation and human capital committee and chairs its nominating, governance and sustainability committee. Ms. Monteagudo holds a National Association of Corporate Directors (NACD) Directorship Certification as well as ESG/Climate leadership certifications from Berkeley Law and Diligent. She received her B.S. in Industrial Engineering from Universidad Panamericana and her M.B.A. from Instituto Tecnológico Autónomo de México. Ms. Monteagudo brings to the Board a range of commercial and public company leadership experiences, as well as expertise in digital marketing, e-commerce, consumer goods and international operations, all of which the Board believes are important contributions to the Board. | | Director Since: 2019 Age: 48 Committee Memberships: • Compensation Committee • Nominating and Corporate Governance Committee | KAMAKSHI SIVARAMAKRISHNAN Ms. Sivaramakrishnan was the founder and Chief Executive Officer of Samooha Inc., a data collaboration company that was acquired by Snowflake in 2023. Ms. Sivaramakrishnan was previously the founder and CEO of Drawbridge Inc. ("Drawbridge"), an identity management company enabling brands and enterprises to create personalized online and offline experiences for their customers. In 2019, Drawbridge was acquired by LinkedIn, a Microsoft company, where Ms. Sivaramakrishnan led the Drawbridge integration and identity charter for LinkedIn Marketing Solutions until 2021. Prior to founding Drawbridge in November 2010, Ms. Sivaramakrishnan was a Senior Research Scientist at AdMob, which was acquired by Google in 2010. Ms. Sivaramakrishnan has also served on the board of directors of LiveRamp Holdings, Inc., a data connectivity platform company, since November 2020. Ms. Sivaramakrishnan received her Ph.D. in Information Theory and Algorithms from Stanford University. Ms. Sivaramakrishnan’s entrepreneurial experience, expertise of data and technology and business acumen bring extensive knowledge to the Board. |

  20. Supporting Our Key Compensation Principles and Stockholder Alignment

    | | Total Direct Compensation Opportunity(1) | Objective | Key Features | 2023 Actions Taken | | Base Salary Cash | CEO & President Other NEOs | Provides competitive fixed pay that is tied to the market and allows us to attract, retain and motivate executives within the media/entertainment industry and the broader talent market | ● Reflects individual skills, experience, responsibilities and performance over time ● Provides a stable and reliable source of income | ● Per their 2022 employment agreements, Messrs. Pittman and Bressler received base salary increases effective January 1, 2023, and Ms. Fasbender received a base salary increase effective April 1, 2023 | | Short-Term Incentive—Annual Incentive Plan Cash | CEO & President Other NEOs | Encourages focus on Company performance against specific short-term goals | ● Performance-based reward tied to achievement of short-term (annual) corporate financial goals and individual strategic objectives ● Pays only if threshold performance levels are met or exceeded | ● The plan was updated, adding cost savings as a new metric, changing the weighting of performance goals, widening the performance ranges with lower upside, and measuring financial performance over two six-month periods to reflect uncertainty in the operating environment ● All of the NEOs were measured against the same performance metrics in 2023 ● All of the NEOs earned payouts at 94.2% of target reflecting strong performance against our rigorous goals for the year | | Long-Term Incentives Equity | CEO & President Other NEOs | Encourage focus on critical strategic priorities, align compensation with the interests of stockholders over the long-term, and aid in retention | ● Links pay delivery to stock price performance ● Rewards achievement of pre-specified performance objectives ● Promotes retention and enhances executive stock ownership | ● As in 2022, the NEOs received annual equity awards with a 50/50 mix of restricted stock units (RSUs) and performance stock units (PSUs) ● In consideration of share usage, a portion of the equity-based compensation value for Messrs. Pittman and Bressler and Ms. Fasbender was cash-settled |

  21. Executive Compensation Governance Highlights

    Executive Compensation Governance Highlights The following chart shows our CEO’s aggregate compensation opportunity in 2022 and 2023 versus the realizable value of our CEO’s 2022 and 2023 compensation. The realizable value reflects our CEO’s actual cash compensation earned for 2022 and 2023, and the intrinsic value of his 2022 and 2023 equity awards as of December 31, 2023, based on our closing stock price on December 29, 2023 of $2.67 per share and projected funding of in-cycle PSUs based on share price performance. The aggregate compensation opportunity reflects our CEO’s total cash target compensation opportunity (including base salary) and the grant date fair value of his 2022 and 2023 equity awards. Since the vast majority of our CEO’s reported pay represents potential pay, the chart below highlights the alignment of our at-risk compensation with our operating and stock price performance. For 2022 and 2023, our CEO’s realizable compensation is significantly less than his aggregate compensation opportunity, reinforcing the performance orientation of our executive compensation program and the alignment of interests between our executives and our stockholders. This reflects our intended approach to pay for our executives: when performance goals aren’t met, compensation is not realized. We are committed to governance practices that protect and promote the long-term value of the Company for its stockholders. The Compensation Committee reviews our executive compensation practices, which are summarized below, to ensure they reflect the evolving governance landscape and align executive and stockholder interests.

  22. Executive Compensation Governance Highlights

    | What We Do | What We Don’t Do | | ✓ Deliver a majority of executive compensation opportunity through performance-based, at-risk pay ✓ Maintain a peer group for aligning pay opportunities with prevailing market competitive practices ✓ Set challenging short- and long-term incentive objectives that align with shareholder value ✓ Require stock ownership by executives and directors, with minimum ownership levels defined by role ✓ Maintain a compensation clawback policy, which was updated in 2023 to comply with the new listing standards ✓ Have double-trigger change-in-control cash severance protection ✓ Conduct an annual risk assessment to mitigate any compensation program-related risk reasonably likely to have a material adverse effect on the Company ✓ Offer market-competitive benefits for executives that are generally consistent with those provided to the rest of our employees ✓ Consult with an independent consultant and counsel on compensation levels and practices ✓ Conduct an annual "say on pay" vote regarding our executive compensation program | X Guaranteed cash incentives or equity compensation X Executive incentive plans without caps X Single-trigger cash payments in connection with a change in control X Re-pricing of stock option awards or exchanging underwater options for cash without stockholder approval X Hedging or pledging of equity X Dividends or dividend equivalents paid on unvested restricted stock units X Supplemental executive retirement plans X Excise tax gross-ups on payments made in connection with a change in control X Significant executive perquisites |

  23. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has ultimate responsibility for compensation-related decisions. The Compensation Committee’s advisory resources include a retained independent consultant, which assists the Compensation Committee in its evaluation of the compensation provided to our NEOs. In addition, the consultant generally attends Compensation Committee meetings and provides information, research and analysis pertaining to executive compensation and governance as requested by the Compensation Committee. In 2023, the Compensation Committee engaged FW Cook as its independent consultant. Pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and the Compensation Committee determined there is no conflict of interest resulting from retaining FW Cook. The Compensation Committee intends to reassess the independence of its consultant at least annually.

  24. Role of the Executive Compensation Peer Group

    Role of the Executive Compensation Peer Group

  25. Role of the Executive Compensation Peer Group

    | To help ensure we provide our NEOs with fair and market-competitive compensation and to support retention of our key leaders, we annually compare our executive compensation program to that of a peer group of companies. Our peer group is reviewed based on a multi-dimensional analysis in which we select companies that meet some or all of the following criteria: | iHeartMedia was near the 50th percentile of our peer group on key measure of size (as of the time the group was approved). |

  26. Role of the Executive Compensation Peer Group

    • Similar in size (primarily revenue and market cap in a 0.25x-to-4.0x range, subject to exception for key competitors) and complexity to iHeartMedia • In the broadcasting or media and entertainment industries, including movies and entertainment, cable and satellite, integrated telecommunication services and publishing • In competition with iHeartMedia for executive talent The following peer group was used to inform 2023 compensation decisions:

  27. Role of the Executive Compensation Peer Group

    | 2023 Executive Compensation Peer Group | | | | AMC Networks, Inc. Audacy, Inc. Gray Television, Inc. IAC/InterActive Corp Lions Gate Entertainment Corp. | Live Nation Entertainment, Inc. Madison Square Garden Entertainment Nexstar Media Group, Inc. Nielsen Holdings plc Sinclair Broadcast Group, Inc. | Sirius XM Holdings, Inc. TEGNA, Inc. The E.W. Scripps Company Warner Music Group Corp. |

  28. Role of the Executive Compensation Peer Group

    Our peer group is regularly reviewed by the Compensation Committee with consideration given to our strategy and the advice of our independent compensation consultant. The Compensation Committee worked with FW Cook to review our peer group during the second half of 2023, for use in establishing 2024 compensation levels. As a result of this review, Nielsen Holdings plc was removed as it was taken private in October 2022 and current data is no longer available.

  29. Short-Term Cash Incentives

    Short-Term Cash Incentives 2023 Annual Incentive Plan The Annual Incentive Plan is an important part of our compensation program that emphasizes pay for performance by aligning annual cash compensation with financial and operational achievements, incentivizing our NEOs to drive operating performance that supports long-term stockholder value creation. In early 2023, the Compensation Committee approved the 2023 Annual Incentive Plan, which was updated from the 2022 program to improve its effectiveness in light of the uncertainty of the current macroeconomic environment, while maintaining its underlying performance orientation. The changes included adding cost savings as a new metric, changing the weighting of performance goals, and measuring financial performance over two six-month periods. Measuring Adjusted EBITDA and Adjusted Free Cash Flow ("FCF") biannually allowed for increased line of sight in goal setting given the uncertain environment, with an objective to better motivate and retain the NEOs. Our NEOs were required to remain employed until the payment of the bonuses in 2024 in order to be eligible to receive a payment under the 2023 Annual Incentive Plan. We also decreased the maximum funding opportunity for the second six-month performance period from 200% to 150%. In prior years, our CEO and President were only measured by two financial metrics, Adjusted EBITDA and Adjusted FCF. With the updates to the 2023 Annual Incentive Plan, all of the NEOs were measured by the same metrics in 2023, with a goal of creating consistency and alignment in executing against our key financial and strategic goals. The target bonuses for our named executive officers were: For each of Messrs. Pittman and Bressler, 225% of their annual base salaries, and, with respect to Mr. McGuinness, Ms. Fasbender and Mr. Hamilton, 125%, 110% and 70%, respectively, of their annual base salaries. Funding under the 2023 Annual Incentive Plan was based on the following metrics and weightings:

  30. Short-Term Cash Incentives

    | | Adjusted EBITDA A non-GAAP profit metric used to analyze true operating cash flow. | | Adjusted Free Cash Flow Measure of cash generated in a given year available for use in strategic investments to grow our business or otherwise generate returns for stockholders. | | | Cost Savings Generally calculated as our in-year operating expense savings. | | Strategic Objectives NEOs' achievement of individual strategic objectives. |

  31. Short-Term Cash Incentives

    For purposes of the 2023 Annual Incentive Plan, Adjusted EBITDA and Adjusted FCF are non-GAAP measures defined as set forth in the Supplemental Disclosure Regarding Non-GAAP Information. Adjusted EBITDA Goal The Adjusted EBITDA goal under the 2023 Annual Incentive Plan was split into two goals with respect to two six-month periods. The following tables set forth the financial goals and the threshold, target and maximum bonus opportunities with respect to the Q1/Q2 and Q3/Q4 Adjusted EBITDA components of the 2023 Annual Incentive Plan:

  32. Short-Term Cash Incentives

    | Q1/Q2 | | Q3/Q4 | | | Financial Goal | Percentage of Adjusted EBITDA Target Bonus Earned | Financial Goal | Percentage of Adjusted EBITDA Target Bonus Earned | | < $240.8 million | 0% | < $415.1 million | 0% | | $240.8 to < $301.0 million | 50-99.9% of the Target Bonus(1) | $415.1 to < $519.0 million | 50-99.9% of the Target Bonus(1) | | $301.0 million | 100% of the Target Bonus | $519.0 million | 100% of the Target Bonus | | > $301.0 to < $376.3 million | 100.1-199.9% of the Target Bonus(1) | > $519.0 to < $648.7 million | 100.1-149.9% of the Target Bonus(1) | | $376.3 million or > | 200% of the Target Bonus | $648.8 million or > | 150% of the Target Bonus |

  33. Short-Term Cash Incentives

    (1) Determined on a straight-line interpolation basis. With respect to 2023, Adjusted EBITDA was achieved at 105.6% of target for Q1/Q2, equating to a 122.4% payout. It was achieved at 88.5% of target for Q3/Q4, equating to a 52.9% payout. Adjusted Free Cash Flow (FCF) Goal The Adjusted FCF goal under the 2023 Annual Incentive Plan was split into two six-month periods. The following tables set forth the financial goals and the threshold, target and maximum bonus opportunities with respect to the Q1/Q2 and Q3/Q4 Adjusted FCF components of the 2023 Annual Incentive Plan:

  34. Short-Term Cash Incentives

    | Q1/Q2 | | Q3/Q4 | | | Financial Goal | Percentage of Adjusted FCF Target Bonus Earned | Financial Goal | Percentage of Adjusted FCF Target Bonus Earned | | $(60.0) million or > | 0% | < $134.5 million | 0% | | < $(60.0) to > $(50.0) million | 50-99.9% of the Target Bonus(1) | $134.5 to < $269.0 million | 50-99.9% of the Target Bonus(1) | | $(50.0) million | 100% of the Target Bonus | $269.0 million | 100% of the Target Bonus | | < $(50.0) to > $(25.0) million | 100.1-199.9% of the Target Bonus(1) | > $269.0 to < $322.8 million | 100.1-149.9% of the Target Bonus(1) | | $(25) million or < | 200% of the Target Bonus | $322.8 million or > | 150% of the Target Bonus |

  35. Short-Term Cash Incentives

    (1) Determined on a straight-line interpolation basis. With respect to 2023, Adjusted FCF was achieved at 100% of target for Q1/Q2, equating to a 100% payout. It was achieved at 78.8% of target for Q3/Q4, equating to an 78.8% payout. In calculating our achievement of the various Adjusted FCF goals, we amortized our tax savings over the course of the year. Cost Savings Goal New for 2023, the Compensation Committee added a cost savings goal to the 2023 Annual Incentive Plan, with a target of $75 million and a maximum payout opportunity of 100%. Cost savings generally is calculated as our in-year operating expense savings. Cost savings was achieved at $92.9 million for 2023, equating to a 100% payout. Strategic Objectives Goal In determining the awards for the NEOs, the Compensation Committee also considered achievement of individual strategic objectives.

  36. Short-Term Cash Incentives

    | NEO | 2023 Areas of Focus | 2023 Key Accomplishments | | Robert W. Pittman & Richard J. Bressler | • Prioritize and allocate resources to achieve key strategic and growth goals, thus ensuring organizational alignment • Execute initiatives that build Company culture and further human capital programs • Strengthen relationships; engage with and support the local communities in iHeartMedia markets | • Effectuated rigorous individual strategic objective process and mid-year progress reviews; developed regular cadence of leadership strategy sessions; transformed sales team to align to our digital, data driven model • Developed new learning and development resources; increased employee retention; increased diversity among employees and leadership teams • Supported more than 1,500 non-profits and helped raise millions of dollars through PSAs; offered disaster assistance via news and information; honored by Volunteers of America with Good Samaritan award in philanthropy | | Michael B. McGuinness | • Management of cost savings program • Effective management of investor relations • Disciplined management of balance sheet and capital structure | • The Company overachieved cost savings goals • Increased investor engagement and participation in conferences and roadshows • Repurchased over $200M of debt at a discount to par value; ended FY23 in a strong cash and liquidity position | | Jordan R. Fasbender | • Effective management of employment and labor-related issues • Strengthen the Company's privacy program in support of data-driven business initiatives, acquisitions and regulatory compliance • Support companywide ESG initiatives | • Effectively managed and implemented new compliance programs and technologies to drive efficiencies • Effectuated updated privacy program supporting new state laws and key business initiatives • Updated and modernized ESG report and disclosures and increased investor engagement regarding ESG efforts | | Scott D. Hamilton | • Oversight of accounting controls and reporting • Management of financial statements and SEC filings • Risk management governance | • Received clean audit opinion; managed accounting treatment for complex transactions; all SOX requirements met • Managed timely SEC filings • Strengthened insurance carrier relationships, while achieving premium reductions without changes to coverage |

  37. Short-Term Cash Incentives

    The specified individual goals were achieved at 100% of target for all of the NEOs. Actual 2023 Payouts The following table provides information about the actual payments made in 2024 to our NEOs under our 2023 Annual Incentive Plan:

  38. Short-Term Cash Incentives

    | | 2023 Adjusted EBITDA Q1/Q2 Payout | 2023 Adjusted FCF Q1/Q2 Payout | 2023 Adjusted EBITDA Q3/Q4 Payout | 2023 Adjusted FCF Q3/Q4 Payout | 2023 Cost Savings Payout | 2023 Strategic Objectives Payout | Target Dollar Amount | 2023 Percentage of Target Bonus Earned | Actual Payout | | Robert W. Pittman | 122.4% | 100% | 52.9% | 78.8% | 100% | 100% | $4,050,000 | 94.2% | $3,814,745 | | Richard J. Bressler | 122.4% | 100% | 52.9% | 78.8% | 100% | 100% | $4,050,000 | 94.2% | $3,814,745 | | Michael McGuinness | 122.4% | 100% | 52.9% | 78.8% | 100% | 100% | $1,062,500 | 94.2% | $1,000,774 | | Jordan R. Fasbender | 122.4% | 100% | 52.9% | 78.8% | 100% | 100% | $797,500 | 94.2% | $751,169 | | Scott Hamilton | 122.4% | 100% | 52.9% | 78.8% | 100% | 100% | $297,500 | 94.2% | $280,217 |

  39. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentives help to align executive interests with those of our stockholders. We have designed our annual long-term incentive program to support the objectives of our business, align with market practice and provide incentive to deliver key financial performance that is linked with long-term stockholder value creation. The following criteria are evaluated for each of the NEOs when determining the value of their annual equity award: •Performance over the long term; •Performance during the prior year; •Long-term potential; •Retention considerations; and •Market practices for comparable positions. Our annual long-term incentive program is comprised of 50% RSUs and 50% PSUs, which the Compensation Committee believes balances a focus on performance with retention considerations, while reflecting competitive market practices. We believe that the mix of RSUs and PSUs helps to link compensation to the achievement of multi-year performance goals while simultaneously strengthening the alignment of management and stockholder interests by creating meaningful levels of Company stock ownership. The following table summarizes key characteristics of these awards.

  40. Long-Term Incentive Compensation

    | | Restricted Stock Units | Performance Stock Units | | Objective | Promote executive retention; Reinforce ownership in the Company and alignment with shareholder interests | Promote executive retention; Reward achievement of specific financial and strategic objectives | | Vesting Time Horizon | 3 years (ratable vesting) | 3 years (cliff vesting) | | Performance Metrics | Continued service | Adjusted EBITDA, Diversity and Relative TSR |

  41. Long-Term Incentive Compensation

    The Compensation Committee took a thoughtful approach to equity grants in 2023, balancing the competitiveness of individual awards and their motivational and retentive benefits for the NEOs against overall dilution and share usage considerations. As a result, the Compensation Committee shifted a portion of the compensation value to an equity-based cash-settled incentive for three of the NEOs. Performance Stock Units The PSUs are primarily designed to incentivize achievement of key financial and strategic priorities over a three-year performance period ending December 31, 2025. The PSUs will be earned from 0% to 150% of target based on the achievement of three discrete measures over the performance period, with any earned PSUs vesting on the third anniversary of the grant date.

  42. Long-Term Incentive Compensation

    | | Metrics | Weighting | | Adjusted EBITDA | 2023-2025 cumulative Adjusted EBITDA | 25% | | Diversity | Increased levels of diversity in leadership, workforce and programming | 25% | | Relative TSR | Three-year performance versus the constituents of the S&P U.S. BMI Media & Entertainment Index | 50% |

  43. Long-Term Incentive Compensation

    The Compensation Committee believes these metrics are highly relevant to assessing our long-term operational, strategic and relative TSR performance, and driving pay-for-performance compensation outcomes. Although Adjusted EBITDA is one of the metrics in our 2023 Annual Incentive Plan, we use cumulative Adjusted EBITDA (measured over three years) as a metric in our PSU awards both because Adjusted EBITDA is a key metric used by our stockholders in measuring our performance, and because it incentivizes our executives to manage costs while increasing revenue over both the short- and long-term. The Diversity metrics reflect the commitment of our Board and senior management to advancing diversity and inclusion, both in our workforce and in our creation of content, which helps to drive performance in our business. Relative TSR compared to the constituents of the S&P U.S. BMI Media & Entertainment Index was selected as a performance metric for PSU awards because it rewards iHeartMedia’s relative ability to create value for long-term stockholders, aligning the interests of our executives and stockholders. The relative TSR of the Company will be measured at the end of the performance period. 2023 Annual Long-Term Incentive Awards On May 18, 2023, the Compensation Committee granted the NEOs the following annual long-term incentive awards. The annual grant target values for Messrs. Pittman and Bressler were defined in their 2022 employment agreements. The amounts in the “Target Cash-Settled RSUs Granted” and “Target Cash-Settled PSUs Granted” columns represent the total number of shares subject to the portion of the award that will be settled in cash. The amounts in the “Target Cash-Settled Value” column represent the grant-date dollar-denominated value of the portion of the award that will be settled in cash; the amount of cash ultimately paid will be based on the value of our common stock on the applicable vesting date.

  44. Long-Term Incentive Compensation

    | | Target Share-Settled RSUs Granted (#) | Target Share-Settled PSUs Granted (#) | Target Share-Settled Awards Granted (#) | Target Equity Value | Target Cash-Settled RSUs Granted (#) | Target Cash-Settled PSUs Granted (#) | Target Cash-Settled Value | Total Value at Grant Date | | Robert W. Pittman | 1,036,556 | 963,444 | 2,000,000 | $5,680,325 | 423,298 | 393,442 | $2,319,675 | $8,000,000 | | Richard J. Bressler | 1,036,556 | 963,444 | 2,000,000 | $5,680,325 | 423,298 | 393,442 | $2,319,675 | $8,000,000 | | Michael B. McGuinness | 181,397 | 168,603 | 350,000 | $994,057 | N/A | N/A | N/A | $994,057 | | Jordan R. Fasbender | 116,613 | 108,387 | 225,000 | $639,036 | 38,871 | 36,129 | $213,013 | $852,049 | | Scott D. Hamilton | 2,500 | 2,500 | 5,000 | $14,264 | N/A | N/A | N/A | $14,264 |

  45. Long-Term Incentive Compensation

    2024 Annual Long-Term Incentive Awards For the 2024 annual long-term incentive awards, the Compensation Committee updated the award mix for our CEO and President to be more performance based, consisting of 35% RSUs and 65% PSUs for Messrs. Pittman and Bressler, to further build alignment between compensation and stockholder value creation. The 2024 PSU performance metrics incentivize the execution of key business priorities and performance in the three years following grant, and include a cumulative Adjusted EBITDA metric, a one-year cost savings metric, and proactive management of the Company’s senior debt maturing in 2026. A relative TSR modifier will be applied to the PSUs tied to the Adjusted EBITDA and cost savings measures, such that the number of PSUs earned could be increased or decreased depending on our relative TSR performance during the three-year performance period. The Compensation Committee believes these changes align with our pay for performance compensation principles.

  46. Severance Arrangements

    Severance Arrangements Pursuant to their respective employment agreements, each of our NEOs is entitled to certain payments and benefits in defined termination situations or in connection with a change in control. We believe that our severance arrangements facilitate an orderly transition in the event of changes in management. For further discussion of severance payments and benefits, see “Executive Compensation Tables—Summary of Potential Payments and Benefits—Termination and Change in Control Events” set forth below in this proxy statement.

  47. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below provides compensation information for the years ended December 31, 2023, 2022 and 2021 for our NEOs.

  48. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(a) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation(b) | Total | | Robert W. Pittman Chairman and Chief Executive Officer (PEO) | 2023 | $1,800,000 | $8,000,000 | $— | $3,814,745 | $309,948 | $13,924,693 | | | 2022 | $1,500,000 | $14,500,000 | $— | $— | $302,333 | $16,302,333 | | | 2021 | $1,500,000 | $— | $— | $6,139,429 | $1,129,224 | $8,768,653 | | Richard J. Bressler President, Chief Operating Officer and Chief Financial Officer (PFO) | 2023 | $1,800,000 | $8,000,000 | $— | $3,814,745 | $— | $13,614,745 | | | 2022 | $1,500,000 | $14,000,000 | $— | $— | $1,384 | $15,501,384 | | | 2021 | $1,500,000 | $— | $— | $6,139,429 | $13,405 | $7,652,834 | | Michael B. McGuinness Executive Vice President, Finance and Deputy Chief Financial Officer | 2023 | $850,000 | $994,057 | $— | $1,000,774 | $— | $2,844,831 | | | 2022 | $850,000 | $2,000,000 | $— | $177,215 | $— | $3,027,215 | | | 2021 | $725,000 | $— | $— | $1,319,293 | $— | $2,044,293 | | Jordan R. Fasbender Executive Vice President, General Counsel and Secretary | 2023 | $725,000 | $852,049 | $— | $751,169 | $— | $2,328,218 | | | 2022 | $700,000 | $1,600,000 | $— | $140,000 | $— | $2,440,000 | | | 2021 | $550,000 | $73,700 | $117,210 | $909,857 | $— | $1,650,767 | | Scott D. Hamilton Senior Vice President, Chief Accounting Officer and Assistant Secretary | 2023 | $425,000 | $14,264 | $— | $280,217 | $— | $719,481 | | | 2022 | $425,000 | $191,250 | $— | $89,250 | $— | $705,500 | | | 2021 | $425,000 | $— | $— | $469,625 | $— | $894,625 |

  49. Summary Compensation Table

    (a) The amounts shown represent the full grant date fair value of RSUs, PSUs and Stock Options 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. With respect to the PSUs granted on May 18, 2023, the number of PSUs that are eligible to vest will be determined based on the measurement Adjusted EBITDA, Diversity and Relative TSR as described in more detail in the "Compensation Discussion and Analysis—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 and Bressler and Ms. Fasbender 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 and Diversity 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 May 2023 tied to Relative TSR performance, 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 May 18, 2023 to December 31, 2025; (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, 2023:

  50. Summary Compensation Table

    | | Grant Date | | | May 18, 2023 | | Closing Price | $2.74 | | Risk Free Rate | 4.1% | | Dividend Yield | —% | | Volatility | 24.7% | | Initial TSR Performance | (15.4)% | | Fair Value per share based on the Monte Carlo Simulation | $3.19 |

  51. Summary Compensation Table

    The highest level of performance that may be achieved for the PSUs is 150% of the target. The grant date fair values for the PSUs granted in May 2023 to Messrs. Pittman, Bressler, McGuinness, Fasbender and Hamilton (assuming performance at the maximum level) is $6,000,000, $6,000,000, $745,544, $639,034 and $11,119, respectively. (b) As described in the chart below, for 2023 the All Other Compensation column reflects: •the value of personal use of an aircraft by Mr. Pittman; and •amounts reimbursed for car service expenses incurred by Mr. Pittman.

  52. Summary Compensation Table

    | | Robert W. Pittman | | Aircraft usage | $250,000 | | Car Service | 59,948 | | TOTAL | $309,948 |

  53. Summary Compensation Table

    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.

  54. Grants of Plan-Based Awards—Fiscal Year 2023

    Grants of Plan-Based Awards—Fiscal Year 2023 The following table shows all plan-based awards which the Company granted to the NEOs during 2023.

  55. Grants of Plan-Based Awards—Fiscal Year 2023

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(b) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value and Option Awards(a) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Robert W. Pittman | | $830,250 | $4,050,000 | $7,593,750 | | | | | | | | 5/18/2023(c) | | | | | | | 1,459,854 | $4,000,000 | | | 5/18/2023(d) | | | | 678,443 | 1,356,886 | 2,035,329 | | $4,000,000 | | Richard J. Bressler | | $830,250 | $4,050,000 | $7,593,750 | | | | | | | | 5/18/2023(c) | | | | | | | 1,459,854 | $4,000,000 | | | 5/18/2023(d) | | | | 678,443 | 1,356,886 | 2,035,329 | | $4,000,000 | | Michael B. McGuinness | | $217,813 | $1,062,500 | $1,992,188 | | | | | | | | 5/18/2023(c) | | | | | | | 181,397 | $497,028 | | | 5/18/2023(d) | | | | 84,302 | 168,603 | 252,905 | | $497,029 | | Jordan R. Fasbender | | $163,488 | $797,500 | $1,495,313 | | | | | | | | 5/18/2023(c) | | | | | | | 155,484 | $426,026 | | | 5/18/2023(d) | | | | 72,258 | 144,516 | 216,774 | | $426,023 | | Scott D. Hamilton | | $60,988 | $297,500 | $557,813 | | | | | | | | 5/18/2023(c) | | | | | | | 2,500 | $6,850 | | | 5/18/2023(d) | | | | 1,250 | 2,500 | 3,750 | | $7,414 |

  56. Grants of Plan-Based Awards—Fiscal Year 2023

    (a) The amounts in the table reflect the full grant date fair value of RSU and PSU awards granted in 2023, computed in accordance with the requirements of ASC Topic 718 but excluding any impact of estimated forfeiture rates as required by SEC regulations. We provide information regarding the assumptions used to calculate the value of all RSU and PSU awards made to executives in footnote (a) to the Summary Compensation Table. (b) Represents threshold, target and maximum annual bonus opportunities for the applicable executive. (c) The RSUs granted to each of the NEOs on May 18, 2023 are eligible to vest as to one-third of the underlying shares on the first three anniversaries of the grant date, subject to the executive’s continued employment. (d) The PSUs granted to each of the NEOs on May 18, 2023 are eligible to be earned based on the Company’s achievement of relative TSR goals, Adjusted EBITDA goals and Diversity, Equity and Inclusion goals through the earlier of December 31, 2025 and a change in control of the Company. The PSUs will vest, to the extent earned and subject to continued employment, on the third anniversary of the grant date. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation – Performance Stock Units” for a more detailed description of these PSUs.

  57. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  58. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows all outstanding equity awards held by the NEOs as of December 31, 2023. Equity awards granted in 2022 and 2023 were granted pursuant to our 2021 Plan; equity awards granted in 2019 and 2020 were granted pursuant to our 2019 Incentive Equity Plan (the "2019 Plan"):

  59. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards(a)(b) | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested or Earned Shares of Units of Stock (#) | Market Value of Shares or Units of Stock That Have Not Vested or Earned Shares or Units of Stock ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Robert W. Pittman | 5/18/2023 | | | | | 1,459,854 | $3,897,811 | | | | | 5/18/2023 | | | | | | | 1,134,303 | $3,028,589 | | | 5/9/2022 | | | | | 217,332 | $580,276 | | | | | 5/9/2022 | | | | | | | 233,472 | $623,370 | | | 3/28/2022 | | | | | | | 92,343 | $246,555 | | | 8/14/2020 | 346,125 | 115,375 | $8.98 | 8/14/2030 | | | | | | | 5/30/2019 | 1,448,084 | | $19.00 | 5/30/2025 | | | | | | Richard J. Bressler | 5/18/2023 | | | | | 1,459,854 | $3,897,811 | | | | | 5/18/2023 | | | | | | | 1,134,303 | $3,028,589 | | | 5/9/2022 | | | | | 217,332 | $580,276 | | | | | 5/9/2022 | | | | | | | 233,472 | $623,370 | | | 3/28/2022 | | | | | | | 85,239 | $227,589 | | | 8/14/2020 | 346,125 | 115,375 | $8.98 | 8/14/2030 | | | | | | | 5/30/2019 | 1,448,084 | | $19.00 | 5/30/2025 | | | | | | Michael B. McGuinness | 5/18/2023 | | | | | 181,397 | $484,330 | | | | | 5/18/2023 | | | | | | | 129,651 | $346,168 | | | 5/9/2022 | | | | | 54,334 | $145,072 | | | | | 5/9/2022 | | | | | | | 58,368 | $155,843 | | | 8/14/2020 | 11,700 | 3,900 | $8.98 | 8/14/2030 | | | | | | | 9/9/2019 | 30,000 | | $13.93 | 9/9/2025 | | | | | | Jordan R. Fasbender | 5/18/2023 | | | | | 155,484 | $415,143 | | | | | 5/18/2023 | | | | | | | 119,476 | $318,999 | | | 5/9/2022 | | | | | 43,467 | $116,057 | | | | | 5/9/2022 | | | | | | | 46,695 | $124,674 | | | 2/17/2021 | 7,500 | 7,500 | $14.74 | 2/17/2031 | 2,500 | $6,675 | | | | | 8/14/2020 | 12,375 | 4,125 | $8.98 | 8/14/2030 | 3,375 | $9,011 | | | | | 7/10/2019 | 10,000 | | $19.00 | 7/10/2025 | | | | | | Scott D. Hamilton | 5/18/2023 | | | | | 2,500 | $6,675 | | | | | 5/18/2023 | | | | | | | 1,875 | $5,006 | | | 5/9/2022 | | | | | 5,000 | $13,350 | | | | | 5/9/2022 | | | | | | | 5,625 | $15,019 | | | 8/14/2020 | 3,750 | 1,250 | $8.98 | 8/14/2030 | | | | | | | 5/30/2019 | 10,000 | | $19.00 | 5/30/2025 | | | | |

  60. Outstanding Equity Awards at 2023 Fiscal Year-End

    (a) For equity awards with respect to the Class A common stock of iHeartMedia, this value is based upon the closing sale price of iHeartMedia’s Class A common stock on December 29, 2023 (the last trading day of 2023) of $2.67. (b) The following table describes the vesting schedule for each outstanding equity award included above.

  61. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Grant Date | Unit Type | Stock Awards Vesting Schedule | | 5/18/2023 | RSUs | 33% on each of the first three anniversaries of the grant date | | 5/18/2023 | PSUs | 100% vested on the third anniversary of the grant date, subject to performance goal achievement(a) | | 5/9/2022 | RSUs | 33% on each of the first three anniversaries of the grant date | | 5/9/2022 | PSUs | 100% vested on the third anniversary of the grant date, subject to performance goal achievement(a) | | 3/28/2022 | PSUs | 100% vested on the fifth anniversary of the grant date, subject to performance goal achievement(b) | | 2/17/2021 | RSUs | 25% on each of the first four anniversaries of the grant date | | 2/17/2021 | Options | 25% on each of the first four anniversaries of the grant date | | 8/14/2020 | RSUs | 25% on each of the first four anniversaries of the grant date | | 8/14/2020 | Options | 25% on each of the first four anniversaries of the grant date | | 9/09/2019 | Options | Options were fully vested as of December 31, 2023 | | 7/10/2019 | Options | Options were fully vested as of December 31, 2023 | | 5/30/2019 | Options | Options were fully vested as of December 31, 2023 |

  62. Outstanding Equity Awards at 2023 Fiscal Year-End

    (a) The PSUs granted on May 9, 2022 and May 18, 2023 are tied to three categories of performance goals: Adjusted EBITDA (25%), Diversity, Equity and Inclusion (25%), and Relative TSR (50%). (b) The PSUs granted on March 28, 2022 are tied to achievement of absolute TSR goals.

  63. Option Exercises and Stock Vested—Fiscal Year 2023

    Option Exercises and Stock Vested—Fiscal Year 2023 The following table sets forth certain information concerning stock vesting for the NEOs during the year ended December 31, 2023. None of our NEOs exercised options in 2023.

  64. Option Exercises and Stock Vested—Fiscal Year 2023

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting(b) | | Robert W. Pittman | 205,205 | $562,766 | | Richard J. Bressler | 205,205 | 562,766 | | Michael B. McGuinness | 31,166 | 97,495 | | Jordan R. Fasbender | 30,358 | 105,065 | | Scott D. Hamilton | 4,500 | 12,430 |

  65. Option Exercises and Stock Vested—Fiscal Year 2023

    (a) Represents the gross number of shares acquired on vesting of iHeartMedia RSUs without taking into account any shares withheld to satisfy applicable tax obligations. (b) Represents the value of the vested RSUs, calculated by multiplying (1) the number of vested restricted stock units, by (2) the closing price on the vesting date or, if the vesting date is not a trading day, the previous trading day.

  66. Summary of Potential Payments and Benefits—Termination and Change in Control Events

    Summary of Potential Payments and Benefits—Termination and Change in Control Events

  67. Summary of Potential Payments Upon Termination or Change in Control

    Summary of Potential Payments Upon Termination or Change in Control The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2023. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the Named Executive Officer during his or her employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the 2021 Plan.(a)

  68. Summary of Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Termination without "Cause" or Resignation for "Good Cause" or "Good Reason" | Termination due to "Disability" | Termination Due to Death | Resignation without "Good Cause" or "Good Reason" | "Change in Control" without Termination(b) | "Change in Control" with Termination | | Robert W. Pittman | Cash Payment(c) | $15,514,715 | $3,814,715 | $3,814,715 | $— | $— | $15,514,715 | | | Vesting of Equity Awards(d) | 7,612,151 | 8,912,503 | 8,912,503 | — | — | 7,699,193 | | | Value of Benefits(e) | 79,305 | 79,305 | 79,305 | — | — | 79,305 | | | Total(f) | $23,206,171 | $12,806,523 | $12,806,523 | $— | $— | $23,293,213 | | Richard J. Bressler | Cash Payment(g) | $12,589,715 | $3,814,715 | $3,814,715 | $— | $— | $12,589,715 | | | Vesting of Equity Awards(d) | 7,612,151 | 8,912,503 | 8,912,503 | — | — | 7,699,193 | | | Value of Benefits(e) | 61,502 | 61,502 | 61,502 | — | — | 61,502 | | | Total(f) | $20,263,368 | $12,788,720 | $12,788,720 | $— | $— | $20,350,410 | | Michael B. McGuinness | Cash Payment(g)(h) | $3,931,250 | $1,062,500 | $1,062,500 | $— | $— | $4,887,500 | | | Vesting of Equity Awards(d) | 533,832 | 1,282,454 | 1,282,454 | — | — | 1,084,372 | | | Value of Benefits(e) | 87,530 | — | — | — | — | 116,706 | | | Total(f) | $4,552,612 | $2,344,954 | $2,344,954 | $— | $— | $6,088,578 | | Jordan R. Fasbender | Cash Payment(g)(h) | $3,081,250 | $797,500 | $797,500 | $— | $— | $3,842,500 | | | Vesting of Equity Awards(d) | 453,395 | 1,095,050 | 1,095,050 | — | 15,686 | 930,642 | | | Value of Benefits(e) | 82,554 | — | — | — | — | 110,072 | | | Total(f) | $3,617,199 | $1,892,550 | $1,892,550 | $— | $15,686 | $4,883,214 | | Scott D. Hamilton | Cash Payment(i) | $705,217 | $— | $— | $— | $— | $705,217 | | | Vesting of Equity Awards(d) | 12,140 | 46,725 | 46,725 | — | — | 35,044 | | | Value of Benefits | — | — | — | — | — | — | | | Total | $717,357 | $46,725 | $46,725 | $— | $— | $740,261 |

  69. Summary of Potential Payments Upon Termination or Change in Control

    (a) Amounts reflected in the table were calculated assuming the triggering event occurred on December 31, 2023. (b) Amounts reflected in the “Change in Control without Termination” column were calculated assuming that no termination occurred after the change in control and the PSUs were assumed as part of the change in control. The values of any additional benefits to the named executive officers that would arise only if a termination were to occur after a change in control are disclosed in the footnotes to the “Change in Control with Termination” or other applicable columns. (c) Represents two times the sum of Mr. Pittman’s base salary and annual bonus target at termination, and a pro-rated annual bonus payout for the year ended December 31, 2023. (d) Amounts reflect the value of unvested iHeartMedia equity awards (including cash-settled RSUs and PSUs) on December 31, 2023 that would be subject to accelerated vesting, based upon the closing price of iHeartMedia’s Class A common stock on December 29, 2023 (the last trading day of 2023) of $2.67. (e) The values associated with the continued provision of health benefits are based on the 2023 premiums for insurance multiplied by the amount of time Messrs. Pittman, Bressler and McGuinness and Ms. Fasbender are entitled to those benefits pursuant to their respective employment agreements. (f) In accordance with the employment agreement terms for Messrs. Pittman, Bressler and McGuinness and Ms. Fasbender, if any payments made in connection with a change in control would otherwise be subject to an excise tax under Section 4999 of the Code by reason of the “golden parachute” rules contained in Section 280G of the Code, such payments will be reduced if and to the extent that doing so will result in net after-tax payments and benefits for the executive officer that are more favorable than the net after-tax payments and benefits payable to the executive officer in the absence of such a reduction after the imposition of the excise tax. The figures reported in this column do not reflect any such reductions as a result of Code Section 280G limits. No executive officer is entitled to any tax gross-up payment in connection with change in control payments (or otherwise). (g) Represents one and a half times the sum of the applicable executive's base salary and annual bonus target at termination and annual bonus payout for the year ended December 31, 2023. (h) Represents two times the sum of the executive's base salary and annual bonus, and a pro-rated annual bonus payout at termination for the year ended December 31, 2023. (i) Represents one times Mr. Hamilton's base salary and one times annual bonus payout at termination for the year ended December 31, 2023.

  70. CEO PAY RATIO

    CEO PAY RATIO As required by Item 402(u) of Regulation S-K, we are providing pay ratio information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Robert W. Pittman, our Chief Executive Officer. For 2023, our last completed fiscal year: ● The median of the annual total compensation of all employees of our company (other than our CEO), was $67,449; and ● The annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this document was $13,924,693. Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 206 to 1.

  71. Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure

    Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure In determining the pay ratio calculation, we used the methodology, assumptions and estimates set forth below in determining the median employee. 1. We selected December 31, 2023, which is within the last three months of 2023, as the date upon which we would identify the median employee. 2. We determined that, as of December 31, 2023, our employee population consisted of approximately 10,800 individuals working at iHeartMedia and its consolidated subsidiaries. 3. For purposes of measuring the compensation of our employee population, we selected total cash compensation. Total cash compensation includes base salary, hourly pay, overtime, bonuses and commissions, as reported on our payroll records. We measured total cash compensation of the employees included in the calculation over the twelve-month period ended December 31, 2023. 4. We gathered our total cash compensation information for the twelve-month period ended December 31, 2023 from payroll records of each of our business units and applied this compensation measure consistently to all of our employees included in the calculation. We annualized the total cash compensation of permanent employees hired during the year. For employees outside of the US, we converted local currency values into United States Dollars utilizing the final exchanges rates from December 31, 2023. We did not make any other annualizing adjustments, and we did not make any cost-of-living adjustments in identifying the median employee. 5. Once we identified the median employee, we identified and calculated the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $67,449. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table included elsewhere in this document. We believe the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  72. PAY VS PERFORMANCE

    PAY VS PERFORMANCE The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2023, 2022, 2021, and 2020 and our financial performance for each such fiscal year:

  73. PAY VS PERFORMANCE

    | Year | Summary Compensation Table for PEO | Compensation Actually Paid to PEO(a) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs(a) | Value of Initial Fixed $100 Investment Based on | | Net Income ($000s) | Adjusted EBITDA ($000s)(c) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(b) | | | | 2023 | $13,924,693 | $9,699,132 | $4,876,819 | $3,520,986 | $16 | $15 | $(1,100,339) | $696,598 | | 2022 | $16,302,333 | $(5,160,511) | $5,418,525 | $(693,539) | $36 | $17 | $(262,670) | $950,288 | | 2021 | $8,768,653 | $19,396,713 | $3,060,630 | $6,006,398 | $124 | $59 | $(158,389) | $811,133 | | 2020 | $5,316,640 | $2,399,270 | $2,008,134 | $1,252,530 | $77 | $52 | $(1,915,222) | $538,673 |

  74. PAY VS PERFORMANCE

    (a) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  75. PAY VS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | | | | 2023 | Robert Pittman | Richard Bressler | Michael McGuinness | Jordan Fasbender | Scott Hamilton | | 2022 | Robert Pittman | Richard Bressler | Michael McGuinness | Jordan Fasbender | Scott Hamilton | | 2021 | Robert Pittman | Richard Bressler | Michael McGuinness | Jordan Fasbender | Scott Hamilton | | 2020 | Robert Pittman | Richard Bressler | Michael McGuinness | Paul McNicol | Scott Hamilton |

  76. PAY VS PERFORMANCE

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows(1):

  77. PAY VS PERFORMANCE

    | Adjustments | 2023 | | | | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(8,000,000) | $(2,465,092) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $7,689,976 | $2,369,556 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $(2,980,086) | $(975,524) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $(935,451) | $(284,773) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | | Total Adjustments | $(4,225,561) | $(1,355,833) |

  78. PAY VS PERFORMANCE

    (1) The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2020, 2021, 2022 and 2023 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For stock options, the grant-date fair values were estimated using Black-Scholes. Subsequent valuations at the end of each fiscal year and as of each vest date are performed using a lattice model, as the latter provides a better estimate of options that are no longer at-the-money. For market-based restricted stock units, fair values were estimated using a Monte Carlo simulation model, using assumptions that are consistent with those used at grant. For other performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. (b) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) comprised of other radio companies including Cumulus Media, Beasley Broadcast Group, and Audacy, Inc. as presented in our 2023 Annual Report on Form 10-K. (c) Adjusted EBITDA is a non-GAAP measure that is defined in the Supplemental Disclosure Regarding Non-GAAP Financial Information in Annex A.

  79. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The individuals who served as members of our Board during 2023 are set forth in the table below. Robert W. Pittman and Richard J. Bressler are employees of iHeartMedia; therefore, they do not receive any additional compensation from us for their service on our Board. Mr. Pittman’s compensation for his service as iHeartMedia’s Chief Executive Officer and Mr. Bressler’s compensation for his service as iHeartMedia’s President, Chief Operating Officer and Chief Financial Officer is included in the Summary Compensation Table above. The following describes the compensation program we maintained for our non-employee directors in 2023.

  80. 2023 Director Compensation

    2023 Director Compensation On May 18, 2023, our Board adopted the iHeartMedia, Inc. Non-Employee Director Compensation Program (the “Director Compensation Program”) in order to memorialize our non-employee director compensation program for 2023 and beyond. The Director Compensation Program provides for annual retainer fees and long-term equity awards for our non-employee directors. The material terms of our Director Compensation Program are described below and reflect the compensation paid to our non-employee directors for the full 2023 fiscal year. Cash Compensation:

  81. 2023 Director Compensation

    | Board Membership | $150,000 | | Lead Independent Director | $50,000 | | Audit Committee Chair | $25,000 | | Audit Committee Member | $15,000 | | Compensation Committee Chair | $20,000 | | Compensation Committee Member | $10,000 | | N&CG Committee Chair | $20,000 | | N&CG Committee Member | $7,500 |

  82. 2023 Director Compensation

    Equity Compensation: Initial Grant: Each non-employee director who is initially elected or appointed to serve on our Board automatically will be granted, on the date on which such non-employee director is appointed or elected to serve on our Board, an RSU award with a value of approximately $150,000, multiplied by a fraction (i) the numerator of which is the difference between 365 and the number of days from the date of the immediately preceding annual meeting of the Company’s stockholders through the election or appointment date and (ii) the denominator of which is 365. These initial grants will vest in full on the earlier to occur of (x) the one-year anniversary of the applicable grant date and (y) the date of the next annual meeting of the Company’s stockholders following the grant date, subject to such non-employee director’s continued service through the applicable vesting date. Annual Grant: A non-employee director who is serving on our Board as of the date of the annual meeting of the Company’s stockholders each calendar year will be granted, on such annual meeting date, an RSU award with a value of approximately $150,000. Each annual grant will vest in full on the earlier to occur of (i) the first anniversary of the applicable grant date and (ii) the date of the next annual meeting of the Company's stockholders following the grant date, subject to such non-employee director’s continued service through the applicable vesting date. In each case, the RSU awards will vest in full upon a change in control. If a director is removed from the Board, or iHeartMedia fails to nominate a director for re-election to the Board, in each case, for reasons other than for “cause,” or due to the director’s death or disability, the number of RSUs that would have otherwise vested on the next regularly scheduled vesting date will vest on a pro rata basis (as if the RSUs were subject to monthly vesting from the date of grant) through the date of termination of service as a director. Compensation under our Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2021 Plan. The following table sets forth information regarding the compensation paid to our non-employee directors for the year ended December 31, 2023.

  83. 2023 Director Compensation Table

    2023 Director Compensation Table

  84. 2023 Director Compensation Table

    | Name | Fees Earned(1) | Stock Awards(2),(3) | All Other Compensation | Total | | Samuel E. Englebardt | $25,000 | $224,998 | $— | $249,998 | | Brad Gerstner | $25,000 | $224,998 | $— | $249,998 | | Cheryl Mills | $180,000 | $149,999 | $— | $329,999 | | Graciela Monteagudo | $165,000 | $149,999 | $— | $314,999 | | James A. Rasulo | $42,500 | $349,997 | $— | $392,497 | | Kamakshi Sivaramakrishnan | $167,500 | $149,999 | $— | $317,499 |

  85. 2023 Director Compensation Table

    (1) Amounts reflect the cash retainer fees earned by our non-employee directors in 2023, including any cash retainer fees elected to be deferred under the Deferred Compensation Plan. (2) The amounts shown for the directors for 2023 represents the full grant date fair value of time-vesting RSUs awarded to them by iHeartMedia in 2023, computed in accordance with the requirements of ASC Topic 718, but excluding any impact of estimated forfeiture rates are required by SEC regulations. We provide information regarding the assumptions used to calculate the value of all RSU awards made to directors in Note 9 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 29, 2024. (3) The following table shows the aggregate number of outstanding unvested RSU awards held as of December 31, 2023 by each non-employee director.

  86. 2023 Director Compensation Table

    | Name | RSU Awards Outstanding at 2023 Fiscal Year End | | Samuel E. Englebardt | 54,744 | | Brad Gerstner | 54,744 | | Cheryl Mills | 54,744 | | Graciela Monteagudo | 54,744 | | James A. Rasulo | 54,744 | | Kamakshi Sivaramakrishnan | 54,744 |