iHeartMedia (IHRT) Proxy Filing summary

Executive summary

• Focused on building a strong foundation for future achievement through strategy, execution, and stakeholder partnership.

• Operating in a rapidly changing broadcasting landscape with challenging market conditions.

• 2024 compensation outcomes reflect accountability, with CEO bonus payout averaging 55% of target over three years and PSUs paying out at 15% of target for the 2022-2024 cycle.

• Transformed capital structure by exchanging $4.8 billion of debt, extending maturities by three years, and reducing total debt balance.

• Achieved $150 million in expected annual cost savings for 2025 and year-over-year increases in consolidated revenue and Adjusted EBITDA.

Voting matters and shareholder proposals

• Board recommends voting FOR all three management proposals: election of eight director nominees, ratification of EY as independent auditor for 2025, and advisory approval of executive compensation.

Board of directors and corporate governance

• Board brings diverse skills and experiences, with four new directors added in the past five years.

• New independent director nominee, Robert Millard, brings expertise in corporate finance and public company boards.

• Board's average tenure is 7.7 years and average age is 59; 38% women and 38% from underrepresented racial/ethnic communities.

• Board engaged with holders representing 73% of outstanding shares in 2024.