iHeartMedia (IHRT) Proxy Filing summary

Executive summary

• 2024 marked a year of strategic transformation, highlighted by a $4.8 billion debt exchange, extending debt maturities by three years and reducing total debt, strengthening the capital structure and enabling future strategic flexibility.

• Year-over-year increases in consolidated revenue and Adjusted EBITDA were achieved, with digital audio and podcasting segments showing strong growth; cost efficiencies and modernization are expected to yield $150 million in net annual savings in 2025.

• The company maintained its position as the #1 audio media company in the U.S., with significant reach across broadcast, digital, and podcast platforms, and continued to expand its content, technology, and advertising solutions.

• Board refreshment continued, with Robert Millard nominated to join as Audit Committee Chair, and Brad Gerstner concluding his service.

Voting matters and shareholder proposals

• Stockholders will vote on the election of eight director nominees for one-year terms, ratification of Ernst & Young LLP as independent auditor for 2025, and an advisory vote on executive compensation.

• Only Class A common stockholders as of March 20, 2025, are entitled to vote; Class B and Special Warrant holders are not eligible.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of eight members, with a majority being independent; diversity is emphasized, with 38% women and 38% from underrepresented communities.

• Annual director elections, no supermajority voting requirements, and no poison pill are in place.

• The board conducts annual self-evaluations and maintains robust stockholder engagement, meeting with holders representing 73% of outstanding shares in 2024.

• The board leadership structure includes a combined Chairman/CEO and a strong Lead Independent Director.