DEF 14A of iHeartMedia, Inc., Apr 1, 2025

DEF 14A of iHeartMedia, Inc.

Filed Apr 1, 2025 · FY20240001400891-25-000022

Open on EDGAR

  1. TABLE OF CONTENTS

    | EQUITY COMPENSATION PLAN INFORMATION | 53 | | DIRECTOR COMPENSATION | 55 | | RELATIONSHIP OF COMPENSATION POLICIES AND PROGRAMS TO RISK MANAGEMENT | 57 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 58 | | Delinquent Section 16 Reports | 59 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 60 | | Relationships and Transactions | 60 | | Policies and Procedures for Related Person Transactions | 60 | | OUR EXECUTIVE OFFICERS | 61 | | QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING OF STOCKHOLDERS | 62 | | ADDITIONAL INFORMATION | 66 | | Stockholder Proposals | 66 | | Householding of Annual Meeting Materials | 66 | | Other Matters | 66 | | Solicitation of Proxies | 66 | | Annex A | 68 |

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  3. Director Nominees and Continuing Directors

    | | | | Committee Memberships Following the Annual Meeting | | | | 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 | ✓ | ✓ | ✓ | | | Robert Millard(1) | — | ✓ | Chair | ✓ | | | Cheryl Mills | 2020 | ✓ | | ✓ | Chair | | Graciela Monteagudo | 2021 | ✓ | ✓ | | | | Kamakshi Sivaramakrishnan | 2019 | ✓ | | | ✓ |

  4. Director Nominees and Continuing Directors

    (1)Robert Millard is a nominee for election as a director and is not currently serving on our Board of Directors. If elected to our Board of Directors, he will serve as the Chair of the Audit Committee and as a member of the Compensation Committee. Brad Gerstner currently serves as the Chair of our Audit Committee. Kamakshi Sivaramakrishnan serves as a member of the Compensation Committee and would cease to serve as a member of the committee if Mr. Millard is elected. A = Audit Committee C = Compensation Committee N&CG = Nominating and Corporate Governance Committee

  5. Fiscal 2024 Overview

    Fiscal 2024 Overview The Company took many important steps throughout the 2024 fiscal year. We continued to significantly advance the transformation of iHeartMedia 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 2024 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 335M social media fans & followers as measured by ListenFirst | | #1 Podcast publisher in the United States as measured by Podtrac | $3,855M in revenues for 2024 | 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 | 10% Increase in podcast revenues in 2024 | 9% Increase in digital revenues in 2024 |

  7. 2024 Business Performance & Highlights

    2024 Business Performance & Highlights 2024 was a year of significant strategic importance for the Company. The Company successfully completed the exchange of approximately $4.8 billion (or 92%) of its aggregate principal amount of outstanding debt, transforming the Company's capital structure. Additionally, the Company's relentless focus on cost efficiencies and disciplined capital management resulted in a cost program that is expected to generate a net $150 million of year-over-year savings in 2025. The Company also generated year-over-year increases for both consolidated revenue and Adjusted EBITDA, as well as continued growth in digital, including podcasting. Highlights include: •Consolidated revenue increased 3% to $3.9 billion, from $3.8 billion in the prior year. •Digital Audio Group revenue increased 9% as compared to the prior year, including a 10% increase in Podcast Revenue. •Multiplatform Group revenue decreased 3% as compared to the prior year. •Consolidated operating loss decreased to $763 million from a consolidated operating loss of $797 million in the prior year. •Consolidated net loss was $1.0 billion compared to a net loss of $1.1 billion in the prior year. •Consolidated Adjusted EBITDA1 increased 1% to $706 million, from $697 million in the prior year. •Cash flows from operating activities decreased 66% to $71 million, from $213 million in the prior year. •Adjusted Free Cash Flow1 was essentially flat at $109 million, compared to $110 million in the prior year. •Cash balance and total available liquidity2 of $260 million and $686 million, respectively, as of December 31, 2024. •Completed exchange of approximately $4.8 billion (or 92%) of the Company's outstanding debt, resulting in the extension of the vast majority of debt maturities by three years and reducing our total debt balance. •Completed modernization cost reduction program expected to generate $200 million of annual cost savings in 2025; offset by $50 million of anticipated cost increases for 2025, for an expected net cost reduction of $150 million. 1 See "Supplemental Disclosure Regarding Non-GAAP Financial Information" in Annex A. 2 Total available liquidity is defined as cash and cash equivalents of $260 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.

  8. 2024 Operational Highlights

    2024 Operational Highlights The Company continued to execute on its strategy to transform and modernize its operations. Further, the Company continued to expand its industry leading position in content and distribution across broadcast radio, streaming digital radio, podcasts, social, live events and influencers and personalities, as well as a best-in-class total audio advertising technology and data solution for all forms of audio. 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 reaching 90% of Americans every month. •According to Nielsen, we have the most number one ranked station groups across the top 160 markets in the U.S., and across the largest 50 markets, with 68 and 24 number one station groups in these markets, respectively. •Our iHeartRadio digital platform is the number one streaming broadcast radio platform—with nearly five times the digital listening hours of the next largest commercial broadcast radio company, as measured by our subsidiary Triton. •According to Podtrac, we are the number one podcast publisher in the United States with more monthly downloads than the next nine largest podcast publishers combined and have the most shows featured in the Top 10 and across 19 categories. •iHeartMedia is also the number one sales network in podcasting, with approximately three times the downloads and monthly audience of the next largest U.S. sales network, according to Podtrac. •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 335 million fans and followers, as measured by ListenFirst, which is twelve times the size of the next largest commercial broadcast audio media company. This social footprint was at the heart of delivering 70 billion social media impressions for our 2024 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. •We were the exclusive audio partner for the 2024 Olympic Games, providing 24/7 coverage of the games and original Olympic related podcasts. •We continued our presence in the Metaverse with concerts and experiences in Roblox, Fortnight and Meta Horizon Worlds. •We launched The Women's Sports Audio Network, the first-ever audio platform dedicated exclusively to women's sports. •We continued to strengthen our corporate responsibility and human capital commitment by implementing and planning a number of new initiatives. (See Corporate Responsibility and Human Capital for additional detail). •We served a critical function for our local communities during times of crisis, providing listeners with vital emergency information and support while broadcasting 24/7 during Hurricanes Helene and Milton and the LA wildfires, as well as helping to raise funds for relief in the aftermath of these disasters.

  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 non-employee director nominees (6 of 8 director nominees) are independent Strong lead independent director role with well-defined 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 | | 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 experience to ensure Board can provide effective oversight of the Company’s strategy Highly engaged Board with all incumbent directors having attended over 75% of all meetings of the Board and committees on which they served in 2024 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 Chief Legal Officer Stock ownership guidelines for directors and executive officers and clawback policy for recovery of erroneously awarded time-vesting or performance-vesting incentive-based equity 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 director nominees 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, Robert Millard, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan. Current director Brad Gerstner has determined not to stand for re-election at the Annual Meeting. 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. For further information on the make-up of our board, please refer to "Board Composition" below.

  12. PROPOSAL ONE—ELECTION OF DIRECTORS

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

  13. PROPOSAL ONE—ELECTION OF DIRECTORS

    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, Robert Millard, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan as directors. Each nominee currently serves on our Board, except for Robert Millard who is being nominated to serve on our Board for the first time. Each nominee 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.

  14. Our Director Nominees

    Our Director Nominees

  15. Director Biographies

    Director Biographies

  16. Director Biographies

    | Director Since: 2011 Age: 71 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: 69 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: 67 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 and has served as one of our directors since July 2008. 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 also currently is a director of Gartner, Inc., a research and consulting services company, where he chairs the Audit Committee and sits on 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: 47 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. |

  17. Director Biographies

    | Director Nominee Age: 74 Committee Memberships: • Audit Committee (CHAIR)(1) • Compensation Committee(2) (1)If elected to our Board of Directors, Robert Millard will serve as the Chair of the Audit Committee. (2)If elected to our Board of Directors, Robert Millard will serve as a member of the Compensation Committee. | ROBERT MILLARD Mr. Millard is the current Lead Independent Director and former Chairman of the board of directors of L3Harris Technologies, Inc., a major defense technology company, and its predecessor, L3 Technologies, which Mr. Millard cofounded and where he has served in various capacities since 1997. He has also served on the board of directors of Evercore Inc. since 2012. He formerly served as Chairman of the MIT Corporation from 2014 to 2020, where he continues to serve as Chairman Emeritus, and was also a member of the MIT Investment Management Company endowment board. Prior to becoming Chairman of MIT Corporation, Mr. Millard served as the Chairman of Realm Partners LLC from 2009 to 2014 and held various senior roles, including Managing Director at Lehman Brothers and its predecessors from 1976 to 2008. Mr. Millard has an M.B.A. from the Harvard Business School and an S.B. from MIT. The Board believes that Mr. Millard’s significant business, finance and strategic planning experience will be valuable contributions to the Board. | | Director Since: 2020 Age: 60 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: 58 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, compensation, 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: 49 Committee Memberships: • Compensation Committee • Nominating and Corporate Governance Committee | KAMAKSHI SIVARAMAKRISHNAN Ms. Sivaramakrishnan is GM of Snowflake Data Clean Rooms ("Snowflake"), a cloud-based data storage company. 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 also served on the board of directors of LiveRamp Holdings, Inc., a data connectivity platform company, from November 2020 until February 2023. 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. |

  18. A MESSAGE FROM THE COMPENSATION COMMITTEE

    A MESSAGE FROM THE COMPENSATION COMMITTEE Dear Fellow Stockholders, On behalf of iHeartMedia's entire Board of Directors and the members of the Compensation Committee, we thank you for your continued investment in our Company and your support of our management team during this year of significant strategic importance. As members of the Compensation Committee, we have taken a thoughtful approach to ensuring that our executive compensation program aligns with our business strategy, drives value for our stockholders and appropriately and effectively incentivizes our senior management team. Our program continues to feature a significant percentage of compensation that is directly tied to our financial performance and other key strategic measures and rewards achievement of business results using pay for performance strategies and ensuring best practices and strong corporate governance. Business and strategic highlights from this past year include: •Transforming our capital structure through the exchange of approximately $4.8 billion (or 92%) of the Company’s aggregate principal amount of outstanding debt, resulting in the extension of the vast majority of its debt maturities by three years, while also reducing the Company’s total debt balance (the "Debt Exchange Transaction"). •Generating an expected $150 million of net annual cost savings in 2025 by effective capital management and cost efficiencies through modernization. •Generating year-over-year increases for both consolidated revenue and Adjusted EBITDA, as well as continued growth in digital, including podcasting, and expanding our industry leading position in content and distribution across broadcast radio, streaming digital radio, podcasts and live events. Our Compensation Committee, along with senior management, has focused on developing clear, robust compensation principles that encourage our executives to focus on driving short- and long-term stockholder value creation. This past year, the Company, led by our senior management and Board, increased its strong level of engagement with stockholders. The Committee considered this feedback along with its regular and ongoing compensation review process to enhance prioritization and weighting on performance. In 2024, our Chairman and CEO Robert Pittman's and President, Chief Operating Officer and Chief Financial Officer Richard Bressler's annual equity mix was made more performance-based, with 35% in restricted stock units ("RSUs") and 65% in performance stock units ("PSUs"), compared to an equal mix of RSUs and PSUs in the prior year. Our Deputy CFO received a mix of 50% RSUs and 50% PSUs. In addition, we shifted a portion of the long-term incentive value to an equity-based but cash-settled award (rather than a share-settled award) for all NEOs based on share utilization and dilution considerations. The compensation determinations for our NEOs reflect our 2024 performance as well as the many contributions of our leaders. While we made progress against the metrics under the 2024 Annual Incentive Plan, we were not able to meet all of our rigorous goals for the year, and our NEOs received payouts of approximately 71% of their targets, which is the third year in a row of below-target payouts to our NEOs under this plan. 2024 also marked the end of the performance period for our first regular annual PSU awards, granted in 2022. The Company did not meet many of the rigorous goals set forth in the 2022 PSU awards and therefore our NEOs only earned 15.3% of the target shares granted upon vesting in May 2025. While below-target payouts under our incentive programs indicate that the Company’s performance results fell short of our expectations, they also demonstrate that the executive pay program is working as intended: when performance goals are not met, compensation is not realized. As a Committee, we remain focused on driving the thoughtful evolution of the Company’s executive compensation program in support of our business strategy and organizational structure while taking into account the views of our stockholders. We will continue to focus on implementing clear and robust compensation principles that emphasize rewarding exceptional performance, driving value creation for our stockholders and ensuring best practices and sound governance in everything we do. Sincerely, James A. Rasulo, Chair Samuel E. Englebardt, Member Cheryl Mills, Member Kamakshi Sivaramakrishnan, Member

  19. Supporting Our Key Compensation Principles and Stockholder Alignment

    | | Total Direct Compensation Opportunity(1) | Objective | Key Features | 2024 Actions Taken | | Base Salary Cash | CEO & President Deputy CFO | 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 | ● Mr. McGuinness' salary was increased as of January 1, 2024 per the terms of his employment agreement | | Short-Term Incentive—Annual Incentive Plan Cash | CEO & President Deputy CFO | 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 | ● For 2024, we added one new metric measuring progress against specific Corporate Responsibility and Human Capital Investment goals ● All of the NEOs were measured against the same performance metrics ● All of the NEOs earned payouts at 71% of target 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 | ● Messrs. Pittman and Bressler's annual equity awards were provided using a 35% / 65% mix of restricted stock units (RSUs) and performance stock units (PSUs), which increased the weighting on PSUs compared to the prior year at 50%. Mr. McGuinness received a 50% / 50% mix. ● In consideration of share utilization and dilution, a portion of the equity-based compensation value for the NEOs was cash-settled |

  20. Executive Compensation Governance Highlights

    Executive Compensation Governance Highlights The following chart shows our CEO’s aggregate compensation opportunity over the last three years (since the starting point of his new contract) versus the realizable value of our CEO’s three-year compensation. The realizable value reflects our CEO’s actual cash compensation earned for the three-year period, and the intrinsic value of his long-term incentive awards as of December 31, 2024, based on our closing stock price on December 31, 2024 of $1.98 per share, projected funding of in-cycle PSUs and final funding percentage of the 2022 PSUs. The aggregate compensation opportunity reflects our CEO’s total target cash compensation opportunity (including base salary and target annual bonus) and the grant date fair value of his equity awards over the last three years. 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. Over the last three years, 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 are not met, the full value of their total compensation opportunity 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 regularly reviews our executive compensation practices, which are summarized below, to ensure they reflect best practices, the evolving governance landscape and align executive and stockholder interests.

  21. 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 and covers cash and equity incentive-based compensation ✓ 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 | 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 and other awards without stockholder approval X Hedging or pledging of equity X Dividends or dividend equivalents paid on unvested restricted stock units or unearned performance 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 |

  22. Stockholder Input on Executive Compensation

    Stockholder Input on Executive Compensation The Board strongly believes in proactive engagement, communication and transparency with the Company’s stockholders. During 2024, the Company, led by our senior management and Board, increased its strong level of engagement with stockholders, and met with stockholders representing approximately 73% of the Company’s outstanding Class A common stock. This engagement included participation in investor conferences, individual one-on-one meetings and correspondence with stockholders in which we have discussed our financial performance, strategy, corporate governance, Corporate Responsibility practices and executive compensation program. At the 2024 annual meeting of stockholders (the “2024 Annual Meeting”), 81% of votes were cast in favor of our say-on-pay proposal. Our Compensation Committee carefully reviews voting results and feedback from our stockholder engagement activities when making executive compensation decisions and remains committed to open and ongoing stockholder engagement. The insights we have gained from our stockholder engagement over the years have been helpful to management and the Compensation Committee in informing our executive compensation disclosure and practices. In meetings leading up to and following our 2024 annual meeting, including with those stockholders who did not support our executive compensation proposal in 2024, our stockholders expressed general satisfaction with our approach to executive compensation. Further, stockholders were appreciative of the focus of our long-term incentive program on performance-based equity, as well as the appropriate calibration of below-target incentive plan payouts in recent years. This year, the Committee took this feedback into account, along with our strategic and business priorities, as well as the consistent support received on our say-on-pay proposal at the 2024 Annual Meeting and made a number of enhancements to our disclosure and program design. These changes include the addition of a letter from our Compensation Committee describing the inputs and process that went into our executive compensation decisions, enhancements to readability and graphics in our CD&A and the decision to increase the CEO and President’s long-term incentive awards from 50% to 65% performance-based equity to ensure further alignment of top executive and stockholder outcomes.

  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 who 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 2024, the Compensation Committee continued to engage 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 based on size represented by revenue and enterprise value (as of the time the group was approved). |

  26. Role of the Executive Compensation Peer Group

    • Similar in size (primarily revenue and enterprise value 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 2024 compensation decisions:

  27. Role of the Executive Compensation Peer Group

    | 2024 Executive Compensation Peer Group | | | | AMC Networks, Inc. Audacy 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 2024, for use in establishing 2025 compensation levels. As a result of this review, we removed Audacy (due to its bankruptcy) and added Gannett, which meets all of the selection criteria.

  29. Short-Term Cash Incentives

    Short-Term Cash Incentives 2024 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. All of the NEOs were measured by the same metrics in 2024, with a continued goal of creating consistency and alignment in executing against our key financial and strategic goals. The Committee determined there would be no increases to target bonus opportunity this year for the NEOs. The target bonuses for our NEOs were: For each of Messrs. Pittman and Bressler, 225% of their annual base salaries, and, with respect to Mr. McGuinness, 125% of his annual base salary. Funding under the 2024 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. | | | Corporate Responsibility, Human Capital and Strategic Objectives Measure of progress on goals related to corporate responsibility, human capital, and strategic programs and objectives. | | |

  31. Short-Term Cash Incentives

    For purposes of the 2024 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 2024 Annual Incentive Plan continued to be split into two six-month periods. Our operations and revenues tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the fourth quarter of the year and therefore the target for Q1/Q2 is less than the target for Q3/Q4. 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 2024 Annual Incentive Plan:

  32. Short-Term Cash Incentives

    | Time Period | Threshold | Target | | Maximum | | Achievement | | Funding Percentage | | Q1/Q2 | | | | | | | $274.9 million | 67.2% | | | $244.5 million | $305.6 million | | | $382.1 million | | | | | | 35-99.9% of the Target Bonus(1) | | 100.1%-199.9% of the Target Bonus(1) | | | | | | | Q3/Q4 | | | | | | | $481.9 million | 50.6% | | | $454.4 million | $568.0 million | | | $710.0 million | | | | | | 35-99.9% of the Target Bonus(1) | | 100.1%-149.9% of the Target Bonus(1) | | | | | |

  33. Short-Term Cash Incentives

    (1) Determined on a straight-line interpolation basis. With respect to 2024, Q1/Q2 Adjusted EBITDA was achieved at $274.9 million which was 89.9% of target, equating to a 67.2% payout. For Q3/Q4, Adjusted EBITDA was achieved at $481.9 million which was 84.8% of target, equating to a 50.6% payout. Adjusted Free Cash Flow (FCF) Goal The Adjusted FCF goal under the 2024 Annual Incentive Plan was also split into two six-month periods. As discussed above, due to seasonality in our business, the target for Q1/Q2 is less than the target for Q3/Q4. 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 2024 Annual Incentive Plan:

  34. Short-Term Cash Incentives

    | Time Period | Threshold | Target | | Maximum | | Achievement | | Funding Percentage | | Q1/Q2 | | | | | | | ($75.4) million | 132.6% | | | ($108.8) million | ($90.0) million | | | ($45.0) million | | | | | | 35-99.9% of the Target Bonus(1) | | 100.1%-199.9% of the Target Bonus(1) | | | | | | | Q3/Q4 | | | | | | | $172.8 million | 62.4% | | | $138.5 million | $277.0 million | | | $332.4 million | | | | | | 35-99.9% of the Target Bonus(1) | | 100.1%-199.9% of the Target Bonus(1) | | | | | |

  35. Short-Term Cash Incentives

    (1) Determined on a straight-line interpolation basis. With respect to 2024, for Q1/Q2 Adjusted FCF was achieved at ($75.4) million which is less negative than targeted Adjusted FCF of ($90.0) million which was 83.7% of target, equating to a 132.6% payout. For Q3/Q4, Adjusted FCF was achieved at $172.8 million which was 62.4% of target, equating to a 62.4% payout. In calculating our achievement of the Q3/Q4 goals, FCF was adjusted for $89.0 million of cash paid for Debt Exchange Transaction fees and $46.3 million of cash paid for accrued interest for the Debt Exchange Transaction that would have been paid in 2025 under the terms of the old debt, as approved by the Compensation Committee and consistent with pre-defined and approved adjustments as well as prior years' practice. Corporate Responsibility, Human Capital and Strategic Objectives Goal The Compensation Committee recognized that the Company’s engagement and investment in its workforce and local communities are a significant component of the Company’s strategic plans and business purpose, particularly with its employees, advertisers, listeners and investors. The metric measures progress on multiple goals over the performance period that focus on the key areas of strategic priority that align with driving results for the business -- building strong Company culture; advancing content that reflects different views and voices; expanding outreach and other efforts that strengthen the Company’s ties to the communities it serves; and facilitating an environment that promotes growth, development and advancement within the Company. Achievement on this metric was measured using both quantitative and qualitative data, including progress in overall workforce, management and talent composition and retention, progress on employee training and development programs, value of donated media and donated impressions and progress in inclusive broadcast, podcast and event content and content creation, among others. In determining the performance for this metric, the Compensation Committee also considered achievement of individual strategic objectives (discussed below). Our Compensation Committee determined that on average the NEOs achieved this goal at 67% of target.

  36. Short-Term Cash Incentives

    | NEO | 2024 Areas of Focus | 2024 Key Accomplishments | | Robert W. Pittman & Richard J. Bressler | • Direct and manage resources to achieve key strategic goals with our consumers and advertising partners • Drive the integration of our technology platforms • Strategically manage the Company's liquidity, capital structure and leverage • Execute on an expanded and redesigned 2024 political sales strategy | • Reorganized national sales and sales support into a single group to better serve our customers and advertising partners • Launched a new iHeartRadio app redesign, scaled the iHeart Audience Network, expanded programmatic digital audio availability and programmatic sales operation • The Company successfully refinanced approximately $4.8 billion (or 92%) of its existing debt, strengthening its capital structure • Achieved cost savings of over $50 million | | Michael B. McGuinness | • Management of cost savings program • Strengthen investor relationships • Disciplined management of balance sheet and capital structure • Successful oversight of accounting controls | • The Company successfully refinanced approximately $4.8 billion (or 92%) of its existing debt, strengthening its capital structure • The Company overachieved cost savings goals by 20% • Increased investor engagement and participation • The Company received clean audit opinion |

  37. Short-Term Cash Incentives

    Actual 2024 Payouts The following table sets forth the aggregate payment made in 2025 to each NEO under our 2024 Annual Incentive Plan:

  38. Short-Term Cash Incentives

    | | 2024 Adjusted EBITDA Q1/Q2 Payout | 2024 Adjusted EBITDA Q3/Q4 Payout | 2024 Adjusted FCF Q1/Q2 Payout | 2024 Adjusted FCF Q3/Q4 Payout | 2024 CR, HC and Strategic ObjectivesPayout | Target Dollar Amount | 2024 Percentage of Target Bonus Earned | Actual Payout | | Robert W. Pittman | 67.2% | 50.6% | 132.6% | 62.4% | 68% | $4,050,000 | 71% | $2,882,203 | | Richard J. Bressler | 67.2% | 50.6% | 132.6% | 62.4% | 68% | $4,050,000 | 71% | $2,882,203 | | Michael McGuinness | 67.2% | 50.6% | 132.6% | 62.4% | 65% | $1,156,250 | 70% | $805,507 |

  39. Transaction Bonus Program

    Transaction Bonus Program In addition to the Annual Incentive Plan, the Compensation Committee approved a one-time transaction bonus program for Mr. McGuinness to recognize his extraordinary efforts of executing and bringing the Debt Exchange Transaction to a successful completion. The Committee believes that one-time awards should be made only in rare and exceptional circumstances to recognize outstanding individual efforts, to incentivize specific business performance goals or in furtherance of retention efforts related to critical executive talent. Specifically, the Compensation Committee recognized the additional significant responsibilities and workloads related to the Debt Exchange Transactions. The bonus was payable subject to the successful closing of the Debt Exchange Transaction and Mr. McGuinness' continued employment through the closing of the Debt Exchange Transaction. In connection with the successful exchange of approximately $4.8 billion (or 92%) of the Company's aggregate principal amount of outstanding debt, which extended the vast majority of its debt maturities by three years and reduced its total debt balance debt, Mr. McGuinness received a cash transaction bonus of $1,000,000, which was paid to Mr. McGuinness in December 2024 at the closing of the Debt Exchange Transaction.

  40. 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. 2024 Annual Long-Term Incentive Compensation Awards On February 25, 2024, the Compensation Committee granted Messrs. Pittman and Bressler annual long-term incentive awards consisting of 35% Restricted Stock Units ("RSUs") and 65% Performance Stock Units ("PSUs"), a change from the 50% / 50% mix that was granted in 2023. The Compensation Committee believes the change for Messrs. Pittman and Bressler builds further alignment between executives' equity-based compensation awards and stockholder value creation. Our Deputy CFO Mr. McGuinness continued to receive a mix of 50% RSUs and 50% PSUs to balance a focus on performance with retention considerations, while reflecting competitive market practices. The PSUs consist of equally weighted Adjusted EBITDA and Cost Savings metrics, modified + / - 25% by Relative TSR. 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. Restricted Stock Units The RSUs are designed to promote executive retention and reinforce ownership in the company while promoting alignment with stockholder interests. These awards comprise 35% of the total long-term incentive award in 2024. Performance Stock Units The PSUs are designed to incentivize achievement of key financial and strategic priorities over a three-year performance period ending December 31, 2026. The two metrics associated with the standard PSUs - Adjusted EBITDA and one-year Cost Savings, modified + /- 25% by Relative TSR, are equally weighted and will be used to assess NEOs' performance for 50% of their overall long-term incentive awards. The Adjusted EBITDA and Cost Savings PSUs will be earned from 0% to 150% of target based on the achievement of discrete measures over the performance period, with any earned PSUs vesting on the third anniversary of the grant date. The Relative TSR modifier is based on three-year performance versus the constituents of the S&P U.S. BMI Media & Entertainment Index. For Messrs. Pittman and Bressler only, the remaining 15% of the PSU awards for 2024 were tied to a debt performance goal and assessed separately from the standard PSUs. To achieve the debt performance goal, Messrs. Pittman and Bressler must refinance, repurchase or modify all or substantially all of the Company's outstanding 2026 debt. The following table summarizes key characteristics of these awards for Messrs. Pittman and Bressler only.

  41. Long-Term Incentive Compensation

    | | Restricted Stock Units | Performance Stock Units | | Objective | Promote executive retention; Reinforce ownership in the Company and alignment with stockholder interests | Promote executive retention; Reward achievement of specific financial and strategic objectives | | Weighting | 35% | 65% | | Vesting Time Horizon | 3 years (ratable vesting) | 3 years (cliff vesting) | | Performance Metrics | Continued service | Adjusted EBITDA and Cost Savings (50%) modified + / - 25% by Relative TSR Debt performance goal (15%) |

  42. Long-Term Incentive Compensation

    The Compensation Committee believes the metrics selected for the annual long-term incentive compensation awards 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 2024 Annual Incentive Plan, only 30% of the Annual Incentive Plan goals and 25% of the long-term incentive opportunity is based on the metric. For the PSU awards, we use cumulative Adjusted EBITDA, which is measured over three years (as opposed to one year in our Annual Incentive Plan) as a metric 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 Cost Savings and Refinancing metrics were selected as they reflected long-term value creating key strategic priorities for iHeartMedia in 2024 and had one year performance periods in order to deliver that value more efficiently. Relative TSR compared to the constituents of the S&P U.S. BMI Media & Entertainment Index was selected as a modifier 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 three-year performance period. The Compensation Committee once again took a thoughtful approach to the form of equity grants in 2024, balancing the competitiveness of individual awards and their motivational and retentive benefits for our executives against overall share utilization and dilution considerations. As a result, the Compensation Committee shifted a portion of the compensation value to an equity-based cash-settled incentive for the NEOs. 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.

  43. 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 | 350,000 | 650,000 | 1,000,000 | $2,480,000 | 770,000 | 1,430,000 | $5,456,000 | $7,936,000 | | Richard J. Bressler | 350,000 | 650,000 | 1,000,000 | $2,480,000 | 770,000 | 1,430,000 | $5,456,000 | $7,936,000 | | Michael B. McGuinness | 87,500 | 87,500 | 175,000 | $434,000 | 87,500 | 87,500 | $434,000 | $868,000 |

  44. Long-Term Incentive Compensation

    2024 Annual Long-Term Incentive Compensation Award Achievements Following the end of 2024, the Compensation Committee determined the cost savings performance metric of the 2024 PSU award exceeded the target cost savings goal, such that 120% of the target PSUs associated with that goal were earned.

  45. Long-Term Incentive Compensation

    | | Threshold 67% | Target 100% | Maximum 120% | 2024 Actual | Achievement | | Cost Savings (in millions) | $26.67 | $40.00 | $48.00 | $50.70 | 120% |

  46. Long-Term Incentive Compensation

    The Compensation Committee also determined the debt performance goal of the 2024 PSU award granted to Messrs. Pittman and Bressler was met as the Company had extended the maturity of approximately $4.8 billion (or 92%) of its aggregate principal amount of outstanding debt by three years and reduced its total debt, resulting in a funding at 100% of target. The earned 2024 cost savings and debt PSUs will not vest until February 27, 2027, subject to each NEO's continued employment. 2025 Annual Long-Term Incentive Compensation Awards For the 2025 annual long-term incentive awards, the Compensation Committee continued to have the award mix for our CEO and President be more performance-based, consisting of 35% RSUs and 65% PSUs for Messrs. Pittman and Bressler, to maintain the strong alignment between compensation and stockholder value creation. The 2025 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 a metric tied to the reorganization of the Company's advertising sales organization to best serve clients and drive results. 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 by up to +/- 25% depending on our relative TSR performance during the three-year performance period. The Compensation Committee believes the continued emphasis on performance-based awards aligns with our pay for performance compensation principles. 2022 PSU Awards Earned in 2025 The Company granted PSUs in 2022 to our executives that could be earned in an amount ranging from 0% to 150% of the target number of awarded PSUs based on the Company’s Relative TSR attained during the performance period, the achievement of Adjusted EBITDA performance and achievement of human capital performance metrics. The following table summarizes our performance compared to each measure. Based on our performance, only 15.3% of each PSU award was earned reflecting the rigor of the performance goals. The earned PSUs will not vest until May 9, 2025, subject to each NEO’s continued employment.

  47. Long-Term Incentive Compensation

    | | Threshold 50% | Target 100% | Maximum 150% | 2022-2024 Actual | Achievement | Weighting | | Relative TSR Percentile | 25% | 50% | 75% | 7% | —% | 50% | | Adjusted EBITDA (in millions) | $2,542 | $3,177 | $3,812 | $2,353 | —% | 25% | | Human Capital | 5.0 ppt | 10.0 ppt | 15.0 ppt | 6.1 ppt | 61.0% | 25% |

  48. 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 including ones that are 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—Executive Compensation Arrangements” set forth below in this proxy statement.

  49. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below provides compensation information for the years ended December 31, 2024, and 2023.

  50. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(a) | Non-Equity Incentive Plan Compensation(b) | All Other Compensation(c) | Total | | Robert W. Pittman Chairman and Chief Executive Officer (PEO) | 2024 | $1,800,000 | $7,936,000 | $2,882,203 | $330,517 | $12,948,720 | | | 2023 | $1,800,000 | $8,000,000 | $3,814,745 | $309,948 | $13,924,693 | | Richard J. Bressler President, Chief Operating Officer and Chief Financial Officer (PFO) | 2024 | $1,800,000 | $7,936,000 | $2,882,203 | $— | $12,618,203 | | | 2023 | $1,800,000 | $8,000,000 | $3,814,745 | $— | $13,614,745 | | Michael B. McGuinness Executive Vice President, Finance and Deputy Chief Financial Officer | 2024 | $925,000 | $868,000 | $1,805,507 | $— | $3,598,507 | | | 2023 | $850,000 | $994,057 | $1,000,774 | $— | $2,844,831 |

  51. Summary Compensation Table

    (a) The amounts shown represent the full grant date fair value of RSUs and PSUs 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. The grant date fair value of RSUs is based on the closing stock price of our stock on the applicable grant date. With respect to the PSUs granted in 2024, the number of PSUs that are eligible to vest will be determined based on the measurement of Adjusted EBITDA, Cost Savings, Relative TSR and Debt metrics as described in more detail in the "Executive Compensation—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, Bressler and McGuinness 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, Cost Savings and Debt 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 2024 tied to the Relative TSR modifier, 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 February 25, 2024 to December 31, 2026; (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, 2024:

  52. Summary Compensation Table

    | | Grant Date | | | February 25, 2024 | | Closing Price | $2.32 | | Risk Free Rate | 4.5% | | Dividend Yield | —% | | Volatility | 26.0% | | Initial TSR Performance | (12.5)% | | Fair Value per share based on the Monte Carlo Simulation | $2.64 |

  53. Summary Compensation Table

    The highest level of performance that may be achieved for these PSUs is 120% of the target. The grant date fair values for the PSUs granted in February 2024 to Messrs. Pittman, Bressler and McGuinness (assuming performance at the maximum level) is $5,068,800, $5,068,800 and $554,400, respectively. (b) Includes a one-time transaction bonus for Mr. McGuinness to recognize the extraordinary efforts of executing and bringing the Debt Exchange Transaction to a successful completion. (c) As described in the chart below, for 2024 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.

  54. Summary Compensation Table

    | | Robert W. Pittman | | Aircraft Usage | $250,000 | | Car Service | 80,517 | | Total | $330,517 |

  55. 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.

  56. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows all outstanding equity awards held by the NEOs as of December 31, 2024. Equity awards granted in 2024, 2023 and 2022 were granted pursuant to our 2021 Plan; equity awards granted in 2020 and 2019 were granted pursuant to our 2019 Incentive Equity Plan (the "2019 Plan"):

  57. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Grant Date | Option Awards | | | Stock Awards(a)(d) | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(b)(c) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(b)(c) | | Robert W. Pittman | 2/25/2024 | | | | 1,120,000 | $2,217,600 | | | | | 2/25/2024 | | | | | | 480,000 | $950,400 | | | 5/18/2023 | | | | 973,237 | $1,927,009 | | | | | 5/18/2023 | | | | | | 1,043,407 | $2,065,945 | | | 5/9/2022 | | | | 108,666 | $215,159 | | | | | 5/9/2022 | | | | | | 49,715 | $98,436 | | | 3/28/2022 | | | | | | 92,343 | $182,838 | | | 8/14/2020 | 461,500 | $8.98 | 8/14/2030 | | | | | | | 5/30/2019 | 1,448,084 | $19.00 | 5/30/2025 | | | | | | Richard J. Bressler | 2/25/2024 | | | | 1,120,000 | $2,217,600 | | | | | 2/25/2024 | | | | | | 480,000 | $950,400 | | | 5/18/2023 | | | | 973,237 | $1,927,009 | | | | | 5/18/2023 | | | | | | 1,043,407 | $2,065,945 | | | 5/9/2022 | | | | 108,666 | $215,159 | | | | | 5/9/2022 | | | | | | 49,715 | $98,436 | | | 3/28/2022 | | | | | | 85,239 | $168,774 | | | 8/14/2020 | 461,500 | $8.98 | 8/14/2030 | | | | | | | 5/30/2019 | 1,448,084 | $19.00 | 5/30/2025 | | | | | | Michael B. McGuinness | 2/25/2024 | | | | 175,000 | $346,500 | | | | | 5/18/2023 | | | | 120,932 | $239,445 | | | | | 5/18/2023 | | | | | | 129,651 | $256,709 | | | 5/9/2022 | | | | 27,167 | $53,791 | | | | | 5/9/2022 | | | | | | 12,429 | $24,609 | | | 8/14/2020 | 15,600 | $8.98 | 8/14/2030 | | | | | | | 9/9/2019 | 30,000 | $13.93 | 9/9/2025 | | | | |

  58. Outstanding Equity Awards at 2024 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 31, 2024 of $1.98. (b) The 2022 PSU awards related to Relative TSR and Adjusted EBITDA were not earned and are therefore excluded from the table above. (c) Includes the PSUs that met their performance goals in 2024, but still require employees to meet the service period criteria. (d) The following table describes the vesting schedule for each outstanding equity award included above.

  59. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Grant Date | Unit Type | Stock Awards Vesting Schedule | | 2/25/2024 | RSUs | 33% on each of the first three anniversaries of the grant date | | 2/25/2024 | PSUs | 100% will vest on the third anniversary of the grant date, subject to performance goal achievement(a) | | 5/18/2023 | RSUs | 33% on each of the first three anniversaries of the grant date | | 5/18/2023 | PSUs | 100% will vest on the third anniversary of the grant date, subject to performance goal achievement(b) | | 5/9/2022 | RSUs | 33% on each of the first three anniversaries of the grant date | | 5/9/2022 | PSUs | 100% will vest on the third anniversary of the grant date, subject to performance goal achievement(b) | | 3/28/2022 | PSUs | 100% will vest on the fifth anniversary of the grant date, subject to performance goal achievement(c) | | 8/14/2020 | Options | Options were fully vested as of December 31, 2024 | | 9/09/2019 | Options | Options were fully vested as of December 31, 2024 | | 5/30/2019 | Options | Options were fully vested as of December 31, 2024 |

  60. Outstanding Equity Awards at 2024 Fiscal Year-End

    (a) The PSUs granted on February 25, 2024 are tied to two categories of performance goals: Adjusted EBITDA (50%) and Cost Savings (50%). These goals also include a Relative TSR modifier of +/- 25%. The Special PSUs granted on February 25, 2025 to Messrs. Pittman and Bressler are tied to debt refinancing performance goals as discussed above. (b) The PSUs granted on May 9, 2022 and May 18, 2023 are tied to three categories of performance goals: Adjusted EBITDA (25%), Human Capital (25%), and Relative TSR (50%). (c) The PSUs granted on March 28, 2022 are tied to achievement of absolute TSR goals.

  61. 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, 2024, 2023 and 2022 and our financial performance for each such fiscal year:

  62. 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) | | | | | | | Total Shareholder Return | | | 2024 | $12,948,720 | $8,391,174 | $8,108,355 | $5,552,269 | $12 | $(1,009,494) | | 2023 | $13,924,693 | $9,699,132 | $4,876,819 | $3,520,986 | $16 | $(1,100,339) | | 2022 | $16,302,333 | $(5,160,511) | $5,418,525 | $(693,539) | $36 | $(262,670) |

  63. 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:

  64. PAY VS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | | | | 2024 | Robert Pittman | Richard Bressler | | Michael McGuinness | | | 2023 | Robert Pittman | Richard Bressler | Michael McGuinness | Jordan Fasbender | Scott Hamilton | | 2022 | Robert Pittman | Richard Bressler | Michael McGuinness | Jordan Fasbender | Scott Hamilton |

  65. 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):

  66. PAY VS PERFORMANCE

    | Adjustments | 2024 | | | | 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 | $(7,936,000) | $(4,402,000) | | 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 | $6,640,000 | $3,683,125 | | 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 | $(2,334,759) | $(1,310,868) | | 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 | $(926,787) | $(526,343) | | 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 | — | — | | Total Adjustments | $(4,557,546) | $(2,556,086) |

  67. 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 2022, 2023 and 2024 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.

  68. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The individuals who served as members of our Board during 2024 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 2024.

  69. 2024 Director Compensation

    2024 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 2024 fiscal year. Cash Compensation:

  70. 2024 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 |

  71. 2024 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, 2024.

  72. 2024 Director Compensation Table

    2024 Director Compensation Table

  73. 2024 Director Compensation Table

    | Name | Fees Earned(1) | Stock Awards(2),(3) | All Other Compensation | Total | | Samuel E. Englebardt | $25,000 | $300,000 | $— | $325,000 | | Brad Gerstner | 25,000 | 300,000 | — | 325,000 | | Cheryl Mills | 180,000 | 150,000 | — | 330,000 | | Graciela Monteagudo | 165,000 | 150,000 | — | 315,000 | | James A. Rasulo | 242,500 | 150,000 | — | 392,500 | | Kamakshi Sivaramakrishnan | 167,500 | 150,000 | — | 317,500 |

  74. 2024 Director Compensation Table

    (1) Amounts reflect the cash retainer fees earned by our non-employee directors in 2024, including any cash retainer fees elected to be deferred under the Deferred Compensation Plan. (2) The amounts shown for the directors for 2024 represents the full grant date fair value of time-vesting RSUs awarded to them by iHeartMedia in 2024, computed in accordance with the requirements of ASC Topic 718, but excluding any impact of estimated forfeiture rates are required by SEC regulations. The grant date fair value of the RSUs is based on the closing price of our stock on the applicable grant date. (3) The following table shows the aggregate number of outstanding unvested RSU awards held as of December 31, 2024 by each non-employee director.

  75. 2024 Director Compensation Table

    | Name | Unvested RSU Awards Outstanding at 2024 Fiscal Year End | | Samuel E. Englebardt | 145,631 | | Brad Gerstner | 145,631 | | Cheryl Mills | 145,631 | | Graciela Monteagudo | 145,631 | | James A. Rasulo | 145,631 | | Kamakshi Sivaramakrishnan | 145,631 |