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DEF 14A 1 d276603ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

LOGO

IHEARTMEDIA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

MESSAGE TO OUR STOCKHOLDERS

March 29, 2022

To Our Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of iHeartMedia, Inc. (the “Company”) to be held on Tuesday, May 10, 2022, at 10:00 a.m. Eastern Time. Our Annual Meeting will be a completely virtual meeting of stockholders that will be conducted via live webcast. You will be able to attend the virtual Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IHRT2022. Utilizing the latest technology and a virtual meeting format will allow stockholders to participate from any location and we expect will lead to increased attendance, improved communications and cost savings for our stockholders and the Company. If you would like to submit questions in advance of the Annual Meeting, please visit proxyvote.com before 11:59 P.M. Eastern Time on May 9, 2022 and enter your 16-digit control number.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting and Proxy Statement.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card.

We appreciate your interest in and support of iHeartMedia and look forward to your participation at the Annual Meeting.

Sincerely,

LOGO

Robert W. Pittman

Chairman and Chief Executive Officer

LOGO

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 10, 2022

Dear Fellow Stockholder:

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of iHeartMedia, Inc., a Delaware corporation (the “Company”), will be held on Tuesday, May 10, 2022, at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IHRT2022 and entering your 16-digit control number included on your proxy card. The Annual Meeting will be held for the following purposes:


Proposals

1		The election of Cheryl Mills, Robert W. Pittman and James A. Rasulo to our board of directors to serve as Class III directors, each for a one-year term ending at the 2023 Annual Meeting of Stockholders

2		The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022

3		The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers

While all of the Company’s stockholders are invited to attend the virtual Annual Meeting, only holders of record of our outstanding shares of Class A common stock at the close of business on March 17, 2022, are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder during the ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to InvestorRelations@iHeartMedia.com, stating the purpose of the request and providing proof of ownership of Company stock. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the 16-digit control number included on the proxy card that you received, or on the materials provided by your bank or broker. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. The holders of our Class B common stock and Special Warrants are not entitled to notice of or to vote on any matter before the Annual Meeting.

Important Information for Holders of Class A Common Stock

It is important that your shares be represented regardless of the number of shares you may hold as of the record date. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope, which is addressed for your convenience and needs no postage if mailed in the United States. We encourage stockholders to submit their proxy by mail or via telephone or over the Internet. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. The Company asks your cooperation in promptly submitting your proxy.

YOUR VOTE IS IMPORTANT

If you would like to attend the virtual Annual Meeting, please refer to the logistical information in the section titled “Questions and Answers About the 2022 Annual Meeting of Stockholders.”

By Order of the Board of Directors,

LOGO

Jordan R. Fasbender

Executive Vice President, General Counsel

and Secretary

March 29, 2022

TABLE OF CONTENTS


EXECUTIVE SUMMARY			1

Meeting Agenda Items			3

Director Nominees and Continuing Directors			3

Fiscal 2021 Overview			4

2021 Business Performance & Highlights			4

2021 Operational Highlights			5

Response to COVID-19			6

Corporate Governance Highlights			6

PROPOSAL ONE—ELECTION OF DIRECTORS			8

Board Recommendation			8

Our Board of Directors			9



CORPORATE GOVERNANCE			13

Governance Overview			13

Board Composition			14

Director Independence			14

Director Candidates			14

Communications From Stockholders			15

Stockholder Engagement			15

Self-Evaluation			16

Board Leadership Structure			17

Board’s Role in Risk Oversight			18

Code of Conduct			19

Governance Guidelines			20

Anti-Hedging Policy			20

Executive Sessions			21

Attendance by Members of the Board of Directors at Meetings			21

Board Committees			21

Compensation Committee Interlocks and Insider Participation			23

COMMUNITY OUTREACH AND CORPORATE SOCIAL RESPONSIBILITY			24

2021 Highlights			24

The Environment & Sustainability			26

Editorial Guidelines and Broadcast Standards			27

ESG Reporting			27

Corporate Culture of Diversity & Inclusion			27

Supporting our People			29

Workplace Safety			30

PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			31

Board Recommendation			31

Principal Accountant Fees and Services			31

Pre-Approval Policies and Procedures			32

Report of the Audit Committee			32

PROPOSAL THREE—APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”)			33

Background			33

Board Recommendation			33

EXECUTIVE COMPENSATION			34

Compensation Discussion and Analysis			35

Elements of the Executive Compensation Program			40



COMPENSATION COMMITTEE REPORT			48

EXECUTIVE COMPENSATION TABLES			49

Summary Compensation Table			49

Grants of Plan-Based Awards—Fiscal Year 2021			51

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			51

Outstanding Equity Awards at 2021 Fiscal Year-End			54
Option Exercises and Stock Vested—Fiscal Year 2021			55

Summary of Potential Payments and Benefits—Termination and Change in Control Events			56

Summary of Potential Payments Upon Termination or Change in Control			60

CEO PAY RATIO			62

EQUITY COMPENSATION PLAN INFORMATION			63

DIRECTOR COMPENSATION			66

2021 Director Compensation			66

2021 Director Compensation Table			67

RELATIONSHIP OF COMPENSATION POLICIES AND PROGRAMS TO RISK MANAGEMENT			68

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			69

Delinquent Section 16 Reports			71

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			72

Relationships and Transactions			72

Policies and Procedures for Related Person Transactions			72

OUR EXECUTIVE OFFICERS			73

QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING OF STOCKHOLDERS			74

ADDITIONAL INFORMATION			79

Stockholder Proposals			79

Householding of Annual Meeting Materials			79

Other Matters			79

Solicitation of Proxies			79
ANNEX A			A-1

Forward-Looking Statements

Certain statements herein constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the actual results, performance or achievements of iHeartMedia, Inc. and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases “guidance,” “believe,” “expect,” “anticipate,” “estimates,” “forecast” and similar words or expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about the anticipated impact of COVID-19 pandemic on our business, financial position and results of operations, capital and operating expense reduction initiatives, and our business plans, strategies and initiatives, including our ESG initiatives, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other important factors, some of which are beyond our control and are difficult to predict. Various risks that could cause future results to differ from those expressed by the forward-looking statements included herein include, but are not limited to: risks related weak or uncertain global economic conditions; the impact of the COVID-19 pandemic; increased competition; dependence upon the performance of on-air talent, program hosts and management; fluctuations in operating costs; technological changes and innovations; shifts in population and other demographics; impact of our substantial indebtedness; impact of acquisitions, dispositions and other strategic transactions; legislative or regulatory requirements; impact of legislation, ongoing litigation or royalty audits on music licensing and royalties; regulations and concerns regarding privacy and data protection; risk associated with our emergence from the Chapter 11 Cases; risks related to our Class A common stock; and regulations impacting our business and the ownership of our securities. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed herein may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date hereof. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company’s reports filed with the U.S. Securities and Exchange Commission, including in the section entitled “Item 1A. Risk Factors” of iHeartMedia, Inc.’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

LOGO

iHeartMedia, Inc.

20880 Stone Oak Parkway

San Antonio, TX 78258

EXECUTIVE SUMMARY

2022 Annual Meeting Information

How to Vote

By Internet:

Visit the website listed on your proxy card

By Phone:

Call the telephone

number on your

proxy card

By Mail:

If you received paper copies, sign, date and return your proxy card in the provided envelope

During the Annual Meeting:

Participate in the Annual Meeting webcast using your 16-digit control number

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of iHeartMedia, Inc. (the “Company,” “iHeartMedia,” “iHeart,” “we” or “us”) of proxies to be voted at our Annual Meeting of Stockholders to be held on Tuesday, May 10, 2022 (the “Annual Meeting”), at 10:00 a.m. Eastern Time, and at any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IHRT2022 and entering your 16-digit control number included on your proxy card. If you would like to submit questions in advance of the Annual Meeting, please visit proxyvote.com before 11:59 P.M. Eastern Time on May 9, 2022 and enter your 16-digit control number.

Only holders of record of outstanding shares of our Class A common stock (our “Class A stockholders”) at the close of business on March 17, 2022 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment of the Annual Meeting. Each share of our Class A common stock entitles its holder to one vote per share on all matters presented to our stockholders. At the close of business on the Record Date, there were 120,983,728 shares of Class A common stock outstanding and entitled to vote at the Annual Meeting. The holders of our Class B common stock and certain warrants to purchase shares of our Class A common stock or Class B common stock (the “Special Warrants”) issued in connection with our emergence from bankruptcy (“Emergence”) are not entitled to vote on any matter before the Annual Meeting. We refer to our Class A common stock and our Class B common stock together as our “common stock”.

This proxy statement and the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) will be sent on or about March 29, 2022 to our Class A stockholders (as of the Record Date).

This section summarizes and highlights certain information contained in this proxy statement, but does not contain all the information that you should consider when casting your vote. Please review the entire proxy statement as well as our 2021 Annual Report to Stockholders carefully before voting. Frequently asked questions and logistical information regarding the Annual Meeting is available in the section titled “Questions and Answers About the 2022 Annual Meeting of Stockholders” beginning on page 74.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders To Be Held on May 10, 2022:

THIS PROXY STATEMENT AND OUR 2021 ANNUAL REPORT ARE AVAILABLE FOR VIEWING, PRINTING AND DOWNLOADING AT www.proxyvote.com.

Meeting Agenda Items



Proposal	Page Number	Voting Standard	Board Vote Recommendation

Proposal No. 1: To elect Cheryl Mills, Robert W. Pittman and James A. Rasulo to our board of directors to serve as Class III directors, each for a one-year term ending at the 2023 Annual Meeting of Stockholders	8	Plurality of votes cast	FOR each Director nominee

Proposal No. 2: To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2022	31	Majority of votes cast	FOR

Proposal No. 3: To approve, on an advisory (non-binding) basis, the compensation of our named executive officers	33	Majority of votes cast	FOR

Director Nominees and Continuing Directors

Director

Board
Class

Director

Since

Independent

Committee Memberships

NCG

Director Nominees

Cheryl Mills

Class III

2020

✓

Chair

Robert W. Pittman (Chairman and CEO)

Class III

2011

James A. Rasulo (Lead Independent Director)

Class III

2019

✓

Chair

✓

Continuing Directors

Richard J. Bressler

Class II

2008

Brad Gerstner

Class I

2019

✓

Chair

Graciela Monteagudo

Class II

2021

✓

Kamakshi Sivaramakrishnan

Class II

2019

✓

Samuel Englebardt

Class I

2022

✓

A = Audit Committee

C = Compensation Committee

NCG = Nominating and Corporate Governance Committee

Fiscal 2021 Overview

Fiscal 2021 was a year of meaningful growth for the Company. Despite the continuing impact of the COVID-19 pandemic, the Company significantly advanced its strategic initiatives, delivered strong results and exercised disciplined capital management, all of which drove long-term value for its stockholders, and all while supporting the health and safety of its employees, listeners and communities.




#1 Audio media company in the United States based on consumer research	5x the digital listening hours of the next largest commercial broadcast radio company, as measured by Triton	260 million fans & followers

#1 Podcast Publisher in the United States, with more downloads than the next 4 publishers combined	$3,558M in revenues for 2021	Acquired Triton in the first quarter of 2021

Most #1 ranked station groups across top 160 markets and largest 50 markets	148% increase in podcast revenues in 2021	iHeart has the only total audio media ecosystem

2021 Business and Performance & Highlights

Against a continuing backdrop of uncertainty resulting from the emergence of COVID-19 variants, the Company delivered strong operational and financial performance in 2021 including:

●

Revenue increased 21% to $3.6 billion, from $2.9 billion in the prior year.

●

Digital Audio Group revenue increased 76% as compared to 2020, including a 148% increase in Podcast Revenue and a 56% increase in Digital Revenue excluding Podcast.

●

Multiplatform Group revenue increased 13% as compared to 2020.

●

Consolidated operating income was $155 million compared to an operating loss of $1.7 billion in the prior year.

●

Consolidated net loss was $158 million compared to a net loss of $1.9 billion in the prior year.

●

Consolidated Adjusted EBITDA¹ increased 51% to $811 million, from $539 million in the prior year.

●

Cash flows from operating activities increased 53% to $331 million, from $216 million in the prior year.

●

Adjusted Free Cash Flow¹ increased 30% to $169 million, from $131 million in the prior year.

●

Cash balance and total available liquidity² of $352 million and $775 million, respectively, as of December 31, 2021.

●

Continued deleveraging, with voluntary debt and preferred stock repayments of over $300 million.

●

Executed debt financing transactions in 2021 that are expected to result in a reduction of approximately $13 million in annualized cash interest payments.

See Supplemental Disclosure Regarding Non-GAAP Financial Information in Annex A.

Total available liquidity is defined as cash and cash equivalents of $352 million plus available borrowings under our ABL Facility of $423 million. We use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations.

●

Substantial expansion of the trading liquidity and the public float for our Class A common stock.

●

Stock price increase of 62% year over year.

2021 Operational Highlights

The Company continued to execute on its multi-year strategy, creating a best-in-class audio technology solution across broadcast, streaming and podcasts that complements its leading position in content and distribution. The Company continued to build share of radio revenue and accelerated its efforts to tap into the much larger television and digital total addressable markets (“TAMS”) using its multiplatform distribution channels, including digital and podcasting, as well as its advertising technology assets. The Company also continued its development of its full range of audio products for consumers. 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.

●

According to Nielsen, for the 18-49 demographic, iHeart is ranked #1 in 28 of Nielsen’s Top 50 metros, and #1 in 98 markets overall—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—and we are three times the size of the next largest commercial podcast publisher as measured by audience, according to Podtrac, and have the most shows featured in the Top 10 across all categories.

●

In the first quarter of 2021, we acquired Triton Digital, the global technology and services leader to the digital audio and podcast industry. This acquisition, combined with our Jelli, Radiojar, and Voxnest assets, establishes iHeartMedia as 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.

●

We launched the Triton Audio Marketplace, a global open audio exchange offering access to the largest single pool of audio audiences across broadcast, streaming and podcast properties.

●

We established two new business operating segments within iHeartMedia—The iHeartMedia Multiplatform Group and the iHeartMedia Digital Audio Group. The iHeartMedia Multiplatform Group includes our Markets Group with its 860+ radio stations in 160 markets; our Events business; Premiere Networks, which includes Premiere Networks and TTWN; BIN: Black Information Network; our National Sales organization; and our SmartAudio suite of data targeting and attribution products. The iHeartMedia Digital Audio Group includes podcasting, the industry-leading iHeartRadio service, our digital sites, our newsletters, our digital services and programs and our digital advertising technology companies, including Jelli, Radiojar, Unified, Voxnest and Triton Digital.

●

Our personalities, stations and brands have a social footprint that includes 260 million fans and followers, as measured by ListenFirst, which is ten times the size of the next largest commercial broadcast audio media company.

●

We held local live and virtual events and eight major nationally recognized tentpole events, which provide significant opportunities for consumer promotion, advertising and social amplification.

●

We launched My Cultura, a joint venture with Enrique Santos, dedicated to elevating Latinx voices and creators and to sharing the Latinx experience with millions of listeners.

●

We have industry-leading audio sports assets, which includes the largest sports podcast network in the industry, which has partnerships with the NFL and the NBA, and the iHeart Sports Network, which reaches approximately 75 million Americans, according to Nielsen.

●

We continued to strengthen our Diversity, Equity & Inclusion commitment by implementing and planning a number of new initiatives. (See Corporate Culture of Diversity & Inclusion for additional detail).

●

We continue to modernize the Company, utilizing new technologies to make our operations more efficient, and we have developed long-term structural expense savings within our cost structure.

Response to COVID-19

Although the first severe wave of COVID-19 has passed, the country continues to face dislocation and uncertainty as the result of new COVID-19 variants that have emerged. Throughout these challenging times, the Company has continued to support its employees, listeners, and the thousands of communities we serve while responding to the resulting business impact. These actions have included:

●

Enhanced health, wellness and safety measures and resources for our employees and their families.

●

Ongoing support for our listeners and communities through community giving and outreach, including in-kind contributions and local fundraising campaigns.

●

Keeping our listeners informed as a major voice for vaccination education and awareness with our messages delivering more than 4.5 billion impressions, reaching nearly 90% of Americans with messages around slowing the spread of the virus, education and encouraging vaccination through science-based messaging and interviews with public health officials and doctors, particularly to the highest-priority populations and vulnerable communities.

●

Providing consistent and trusted support and companionship in times of crisis and need through our personalities, brands and platforms.

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:

Independent

Oversight

LOGO All of our current non-employee directors (6 of 8) are independent

LOGO Strong lead independent director with substantive responsibilities and significant authority including over meeting schedules, agendas and information sent to the Board

LOGO Regular executive sessions of non-employee directors at Board meetings (chaired by lead independent director) and committee meetings (chaired by independent committee chairs)

LOGO 100% independent Board committees

LOGO Active Board and committee oversight of the Company’s strategy and risk management

Board Effectiveness

LOGO Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy

LOGO Annual assessment of director skills and commitment to Board diversity to ensure Board meets the Company’s evolving needs

LOGO Highly engaged Board with all current directors having attended all applicable meetings, except one director who attended approximately 92% of total number of meetings of the Board and committees on which they served in 2021

LOGO Annual Board and committee self-evaluations overseen by the Nominating and Corporate Governance Committee

LOGO Ongoing director education

Stockholder Rights

LOGO Our classified Board structure (initiated at Emergence) sunsets in 2023; annual director elections beginning with 2023 annual meeting

LOGO No supermajority voting requirement to amend bylaws; charter supermajority voting requirement sunsets on May 1, 2022

Good Governance Practices

LOGO Development and periodic review of succession plans for members of senior management

LOGO Code of Business Conduct + Ethics 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

LOGO 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

LOGO Stock ownership guidelines for directors and executive officers

LOGO Responsible corporate citizenship and environmental initiatives

LOGO Annual review of Governance Guidelines and committee charters

PROPOSAL ONE—ELECTION OF DIRECTORS

The Board has nominated Cheryl Mills, Robert W. Pittman and James A. Rasulo as Class III director nominees for election at the Annual Meeting.

Our Board is currently comprised of eight directors. As described in our Fifth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) our Board is currently divided into three classes. The term of our Class III directors currently in office expires at this Annual Meeting, and the term of all of directors, including our Class I, Class II and Class III directors, expires at the annual meeting of stockholders in 2023. Our Certificate of Incorporation provides that, beginning with our annual meeting of stockholders in 2023, our Board will be declassified and all director nominees will stand for election for one-year terms that expire at the following year’s annual meeting. The following table describes the schedule for the election of our directors over the next three annual meetings and the terms our directors will serve if elected.



Meeting at which Standing for Election	Class of Directors	Term following Election

2022 Annual Meeting	Class III	One-year term expiring at 2023 Annual Meeting

2023 Annual Meeting	All directors	One-year term expiring at 2024 Annual Meeting



Board Diversity Matrix (as of March 29, 2022)

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

Alaskan Native or Native American		0		0			0		0
Asian		1		0			0		0

Hispanic or Latinx		1		0			0		0
Native Hawaiian or Pacific Islander		0		0			0		0

White		0		5			0		0
LGBTQ+					0

Did Not Disclose Demographic Background					0

Board Recommendation


		Our Board unanimously recommends that you vote “FOR” the election of each of Cheryl Mills, Robert W. Pittman and James A. Rasulo as Class III 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 Cheryl Mills, Robert W. Pittman and James A. Rasulo as Class III directors. Cheryl Mills, Robert W. Pittman and James A. Rasulo currently serve on our Board and have 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.

Our Board of Directors

Director Biographies

Class III director nominees to be elected at the 2022 Annual Meeting (subsequent terms to expire in 2023)

Director Since: 2020

Age: 57

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 holding company that builds and grows 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: 2011

Age: 68

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 company, from April 2003. 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: 66

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 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. Mr. Rasulo is a graduate of Columbia University and received his M.A. & 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.

Class I directors (terms to expire in 2023)

Director Since: 2019

Age: 50

Committee Memberships:

• Audit Committee (CHAIR)

BRAD GERSTNER

Mr. Gerstner has served, since 2008, as the CEO and CIO of Altimeter Capital Management, LP, an internet, software and travel focused investment firm that he founded in 2008. Mr. Gerstner also served as Chief Executive Officer, President and Chairman of the board of directors of Altimeter Growth Corp. from August 2020 to December 2021 and of Altimeter Growth Corp. 2 since January 2021, both of which are or were public special purpose acquisition companies. Prior to launching Altimeter Capital Management, LP, Mr. Gerstner was an internet entrepreneur, co-founding two internet search 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 and HotelTonight. 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: 2022

Age: 44

Committee Memberships:

• Audit 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 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 2008 to 2016, where managed a portfolio of early-stage media tech venture 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, including the metaverse and web3, is expected to be invaluable to the Board as it expands its digital business.

Class II directors (terms to expire in 2023)

Director Since: 2008

Age: 64

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. 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. Prior to joining Time Inc. 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., where he sits on the Audit Committee. 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: 2019

Age: 46

Committee Memberships:

• Compensation Committee

• Nominating and Corporate Governance Committee

KAMAKSHI SIVARAMAKRISHNAN

Ms. Sivaramakrishnan was the founder and CEO of Drawbridge Inc., 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 currently leads the Drawbridge integration and identity charter for LinkedIn Marketing Solutions. 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.

Director Since: 2021

Age: 55

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 audit and finance committees, and as a director of ACCO Brands Corp since 2016, where she serves on its compensation and human capital committee and nominating, governance and sustainability committee. Ms. Monteagudo is a National Association of Corporate Directors (NACD) Board Leadership Fellow. She received her Bachelor of Science in Industrial Engineering from Universidad Panamericana and her Master’s in Business Administration 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 will be important contributions to the Board.

CORPORATE GOVERNANCE

Governance Overview

We are committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our stockholders. The Company, with the oversight of the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of stockholder feedback, changes in applicable laws, regulations and stock exchange requirements and the evolving needs of our business. Our corporate governance and compliance practices include:

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Independent Oversight. A majority of the current directors of the Board (6 of 8) are independent directors, including a strong lead independent director and fully independent Board committees.

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Sunset of Initial Classified Board Structure. The current classified Board structure (adopted at Emergence) will sunset in 2023 and the Board will hold annual director elections beginning next year.

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Prohibition on Hedging and Pledging. We prohibit all directors and executive officers from engaging in hedging transactions, including options (such as puts or calls) or other financial instruments (such as forward contracts, equity swaps, collars or exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. We also prohibit all directors and executive officers from pledging Company securities, unless specifically pre-approved by the Company’s General Counsel.

●

Board and Committee Self-Evaluations. The Nominating and Corporate Governance Committee oversees an annual evaluation of the Board and its committees.

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Stockholder Engagement. The Company participates in investor conferences and holds numerous meetings with stockholders to discuss various topics, including its financial performance, strategy, response to COVID-19, corporate governance, environmental, social & governance (“ESG”) practices and executive compensation program.

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Succession Planning. The Board engages in periodic review of succession plans for members of senior management.

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Environmental, Social & Governance. iHeartMedia is dedicated to serving the communities in which we live and work – especially in times of need – and we are equally committed to strengthening our ESG strategy as a path to advancing our sustainability and societal impact. We will continue to prioritize the areas of impact that present the greatest opportunities and risks to our business, communities, planet and stakeholders and report our progress in our ESG Report and Annual Impact Report.

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Prioritizing a Diverse, Equal and Inclusive Workforce. At iHeartMedia, diversity and inclusion are key to our success; as a company, we value diversity and respect all voices, from both inside and outside our company. Since our company reaches 90% of all Americans every month, listening to, understanding and integrating input from diverse voices and views are critical to our business success. One of our top priorities at iHeartMedia is to create an inclusive organizational culture to attract and develop a dynamic workforce that is as diverse as the audiences and communities we serve.

●

Independent, Anonymous Complaint Process. The Company maintains a third-party managed hotline (“Hotline”) that permits the anonymous reporting of violations of our Code of Business Conduct + Ethics and other concerns. All Hotline submissions are reviewed and investigated by appropriate members of management. The results of all such investigations are reported to senior management and the Audit Committee quarterly.

Our Board has adopted Governance Guidelines, a Code of Business Conduct + Ethics and charters for our Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Governance Guidelines and our Code of Business Conduct + Ethics in the “Corporate Governance” section of the “Investor Relations” page of our website located at www.iheartmedia.com, or by writing to our Secretary at our offices at 20880 Stone Oak Pkwy, San Antonio, Texas 78258.

Board Composition

Our Board currently consists of eight (8) members: Robert W. Pittman, Richard J. Bressler, James A. Rasulo, Samuel E. Englebardt, Brad Gerstner, Graciela Monteagudo, Cheryl Mills and Kamakshi Sivaramakrishnan. As described above, our Board is currently divided into three classes. The term of our Class III directors currently in office expires at this Annual Meeting. Our Certificate of Incorporation provides that, beginning with our annual meeting of stockholders in 2023, our Board will be declassified and all director nominees will stand for election for one-year terms that expire at the following year’s annual meeting. Through the 2023 annual meeting, our directors may be removed only for cause, at a meeting called for that purpose. Following the 2023 annual meeting, our directors may be removed with or without cause, by a majority of all outstanding shares of common stock entitled to vote.

Director Independence

Our Board of Directors has affirmatively determined that Messrs. Englebardt, Gerstner and Rasulo and Mses. Sivaramakrishnan, Mills and Monteagudo are each an “independent director,” as defined under the rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”) and under the standards adopted by the Board in the Company’s Governance Guidelines that are available on our website, www.iheartmedia.com. Gary Barber, a former member of our Board from Emergence through February 2022, was previously determined to be independent while he served on the Board.

Director Candidates

The Nominating and Corporate Governance Committee is responsible for identifying and reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board.

To facilitate the search process for director candidates, the Nominating and Corporate Governance Committee may identify potentially qualified director candidates through a number of channels, including soliciting our current directors and executives for the names of potentially qualified candidates or asking directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders. In 2021 and 2022, the Nominating and Corporate Governance Committee retained a search firm to identify qualified director candidates. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from us and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee of candidates for election as director.

Upon our Emergence, James A. Rasulo became a member of our Board pursuant to our Plan of Reorganization. Cheryl Mills was recommended to serve on our Board by our Chief Executive Officer and a third-party search firm.

In accordance with our Governance Guidelines, in evaluating the suitability of individual candidates, the Nominating and Corporate Governance Committee will consider a candidate’s (i) experience in positions with a high degree of responsibility; (ii) leadership roles in organizations with which they are affiliated; (iii) the time, energy, interest and willingness to serve as a member of the Board; and (iv) contributions they can make to the Board and oversight of the Company’s business. The Board evaluates each candidate in the context of the Board as a whole and recommends candidates who can best contribute to the future the success of the Company and represent stockholder interests through the exercise of sound judgment using the group’s diversity of skills and experience. Our Board also seeks to have members from diverse backgrounds, including, among other attributes, gender, ethnicity and professional experience.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to iHeartMedia, Inc., 20880 Stone Oak Parkway, San Antonio, TX 78258, Attn: Nominating and Corporate Governance Committee, c/o Secretary. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

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Communications From Stockholders

Stockholders and other interested parties may contact the Board as a group, a specified Board committee or individual members by writing to the following address: iHeartMedia, Inc., 20880 Stone Oak Parkway, San Antonio, TX 78258, Attn: Secretary. Each communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. We will initially receive and process communications before forwarding them to the addressee. We may also refer communications to other departments at the Company. We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company.

Stockholder Engagement

The Board strongly believes in proactive engagement, communication and transparency with the Company’s stockholders. During 2021, the Company, led by our senior management and Board, continued its strong level of engagement with its stockholders, and engaged with stockholders representing approximately 70% of the Company’s stockholder base. This engagement included participation in several investor conferences and numerous meetings and correspondence with stockholders to discuss our financial performance, strategy, response to COVID-19, corporate governance, ESG practices and executive compensation program. Our Annual Impact Report and ESG Report reflect the results of the Company’s outreach on ESG matters. This feedback provides the Company with important insights, which management shares with the Board, and the Company is committed to ongoing engagement with its investors on all appropriate matters, including executive compensation and governance.

Self-Evaluation

Our Board conducts an annual self-evaluation process to determine whether the Board, its committees and the directors are functioning effectively. This includes survey materials and a report to, and discussion of survey results with, the Nominating and Corporate Governance Committee, as well as each committee and the full Board’s respective results. The survey materials solicit feedback on board composition, board process and function, board responsibilities and board committees. The directors use the results to identify trends and themes and discuss potential action items in order to increase the effectiveness of the Board and its committees. Each committee also conducts its own annual self-evaluation to assess the functioning of the committee and the effectiveness of the committee members, including the committee chair. In addition, focus areas identified through the evaluation are incorporated into the Board’s agenda for the following year All directors are free to make suggestions on improvement of the Board’s or the committees’ practices at any time and are encouraged to do so.

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Board Leadership Structure

The Company’s current Board leadership structure comprises a combined Chairman of the Board and Chief Executive Officer, an independent director serving as the Lead Independent Director, and highly qualified, active independent directors. Our Board exercises its judgment in combining or separating the roles of Chairman of the Board and Chief Executive Officer as it deems appropriate in light of prevailing circumstances. The Board will continue to exercise its judgment on an ongoing basis to determine the optimal Board leadership structure that the Board believes will provide effective leadership, oversight and direction, while optimizing the functioning of both the Board and management and facilitating effective communication between the two. The Board has concluded that the current structure provides a well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors. A combined role of Chairman and Chief Executive Officer confers advantages, including for the following reasons:

●

Our Chief Executive Officer is more familiar with our business and strategy than a non-employee chairman and is able to draw on his detailed knowledge of the Company to provide the Board, in coordination with the Lead Independent Director, leadership in focusing its discussions, review and oversight of the Company’s strategy, business, and operating and financial performance;

●

A single Chairman and Chief Executive Officer provides strong and consistent leadership for our Company, without risking overlap or conflict of roles;

●

A combined role ensures that the Company presents its message and strategy to stakeholders with a unified voice;

●

The structure allows for efficient decision-making and focused accountability;

●

Oversight of our Company is the responsibility of our Board as a whole, and this responsibility can be properly discharged without an independent Chairman; and

●

Our strong Lead Independent Director provides similar benefits to those associated with an independent Chairman.

The Board continues to believe that it is in the best interest of the Company and its stockholders for Mr. Pittman to serve as Chairman and Chief Executive Officer, considering the strong role of our Lead Independent Director and other corporate governance practices that provide independent oversight of management.

Our Governance Guidelines provide that, if our Chairman of the Board is not an independent director, the independent directors will select an independent director to act as Lead Independent Director. Since our Emergence, James A Rasulo has served as our Lead Independent Director. The Lead Independent Director’s responsibilities include:

●

presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors and of non-management directors;

●

having discretion to call meetings of the independent directors;

●

facilitating discussion and open dialogue among the independent directors during Board meetings, executive sessions and outside of Board meetings;

●

serving as the principal liaison between the independent directors and the Chairman, without inhibiting direct communication between them;

●

communicating, as appropriate in his or her judgment, to the Chairman and management any decisions reached, suggestions, views or concerns expressed by independent directors in executive sessions or outside of Board meetings;

●

providing the Chairman with feedback and counsel concerning the Chairman’s interactions with the Board;

●

working with the Chairman to develop and approve Board meeting agendas and meeting schedules, including to ensure that there is sufficient time for discussion of all agenda items;

●

working with the Chairman on the appropriateness (including quality and quantity) and timeliness of the information provided to the Board;

●

authorizing the retention of advisors and consultants who, when appropriate, report directly to the Board;

●

in consultation with the Nominating and Corporate Governance Committee, reviewing and reporting on the results of the Board and committee performance evaluations;

●

periodically meeting on an individual basis with independent directors to discuss Board and committee performance, effectiveness and composition;

●

leading the independent directors’ evaluation of the effectiveness of the Chairman (as Chairman), including his or her interactions with directors and ability to provide leadership and direction to the Board;

●

if requested, and in coordination with management, to be available for consultation and direct communication with stockholders; and

●

participating in crisis management oversight, as appropriate under the circumstances.

The Board believes that this management and Board leadership structure, combined with the oversight of the Board comprised of a majority of independent Directors, a strong Lead Independent Director with significant responsibilities and the Company’s robust corporate governance policies and procedures, effectively maintains independent oversight of the Company.

Board’s Role in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. The Board encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day operations. Our risk management philosophy strives to:

●

timely identify the material risks that we face;

●

communicate necessary information with respect to material risks to senior management and, as appropriate, to the Board or relevant Board committee;

●

implement appropriate and responsive risk management strategies consistent with our risk profile; and

●

integrate risk management into our decision-making.

The Board has designated the Audit Committee to broadly oversee risk management in accordance with our Audit Committee Charter. Under the oversight of the Audit Committee, and with the support of the compliance function and the internal and external audit functions, we operate an enterprise-wide risk management governance framework that sets standards and provides guidance for the identification, assessment, monitoring and control of the most significant risks facing the Company and that have the potential to affect stockholder value, our customers and colleagues, the communities in which we operate and the safety and soundness of the Company. The Audit Committee then oversees the implementation and effectiveness of strategies to address these risks. The Audit Committee reports to the Board regarding briefings provided by management and advisors, as well as the Audit Committee’s own analysis and conclusions regarding the adequacy of our risk management processes.

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Our Audit Committee is also responsible for overseeing quality and integrity of accounting, internal control and financial reporting practices, legal and ethical compliance programs and cyber security risks, which include regular updates from senior management on data privacy and cyber security risks each year. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions, including as relates to the ongoing COVID-19 pandemic. Our Compensation Committee oversees risks related to the Company’s compensation practices and policies. Our Nominating and Corporate Governance Committee oversees risks related to environmental, social, sustainability and governance matters. The Board believes that its role in the oversight of our risks supports its determination that the Board’s leadership structure effectively maintains independent oversight of the Company.

The Company’s risk oversight framework and key areas of responsibility are illustrated below:

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Code of Conduct

Our Code of Business Conduct + Ethics (the “Code of Conduct”) applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Conduct constitutes a “code of ethics” as defined by Item 406(b) of Regulation S-K. The Code of Conduct is publicly available on our internet website at www.iheartmedia.com. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the Code of Conduct that applies to our principal executive officer, principal financial officer or principal accounting officer and relates to any element of the definition of code of ethics set forth in Item 406(b) of Regulation S-K by posting such information on our website, www.iheartmedia.com.

Governance Guidelines

We operate under Governance Guidelines that set forth our corporate governance principles and practices on a variety of topics, including director qualifications, director responsibilities, board leadership, and the composition and functioning of the Board. Our Governance Guidelines are designed to maximize long-term stockholder value, align the interests of the Board with those of our stockholders and promote high ethical conduct among our directors. The Governance Guidelines include the following key practices to assist the Board in carrying out its responsibility for the business and affairs of iHeartMedia:

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Anti-Hedging Policy

Our Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, executive officers, employees, consultants and contractors. Among its provisions, the policy prohibits those covered by the

policy from engaging in transactions in publicly traded options related to the Company’s equity securities, such as puts or calls, or engaging in transactions involving any other financial instruments, such as forward contracts, equity swaps, collars or exchange funds, that are designed to hedge or offset any decrease in the market value of the Company’s equity securities.

Executive Sessions

The independent members of the Board meet in regularly scheduled executive sessions. Such meetings are presided over by the Lead Independent Director.

Attendance by Members of the Board of Directors at Meetings

There were 8 meetings of the Board during the fiscal year ended December 31, 2021. During the fiscal year ended December 31, 2021, each incumbent director attended all meetings of the Board and all meetings of the committees on which the director served during the period in which he or she served as a director, except for one director who attended approximately 92% of such meetings. In addition, all of our directors then in office attended our 2021 annual meeting of stockholders.

Under our Governance Guidelines, which is available on our website at www.iheartmedia.com, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to prepare for and attend Board meetings and meetings of committees on which he or she serves. Pursuant to the Company’s Governance Guidelines, we expect Board members to attend the Annual Meeting.

Board Committees



Director	Committee Memberships
Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

Richard J. Bressler

Samuel E. Englebardt

Brad Gerstner	CHAIR

Cheryl Mills			CHAIR

Graciela Monteagudo

Robert W. Pittman

James A. Rasulo		CHAIR

Kamakshi Sivaramakrishnan

CHAIR = Committee Chair

= Member


Audit Committee Met 4 times in 2021 Current Committee Members: Brad Gerstner (CHAIR) Samuel E. Englebardt Graciela Monteagudo James A. Rasulo		Primary Responsibilities Include: ● annually evaluate, determine the selection of and, if necessary, determine the replacement or rotation of the independent registered public accounting firm; ● approve all auditing and non-audit services provided by the independent registered public accounting firm; ● review, evaluate and discuss reports regarding the independent registered public accounting firm’s independence; ● review with the internal auditors and the independent registered public accounting firm the scope and plan for audits; ● review with management, the internal auditors and the independent registered public accounting firm, our system of internal control, financial and critical accounting practices and our policies relating to risk assessment and risk management, including legal and ethical compliance programs; ● review information technology procedures and controls, including as they relate to data privacy and cyber-security; ● review and discuss with management and the independent registered public accounting firm the annual and quarterly financial statements and the specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company prior to the filing of the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; and ● review material pending legal proceedings involving the Company and other contingent liabilities. Financial Expertise and Independence All members of the Audit Committee meet the independence standards of Nasdaq and the Securities and Exchange Commission (“SEC”), as well as the financial literacy requirements of Nasdaq. The Board has determined that each of Brad Gerstner, Samuel E. Englebardt and James A. Rasulo qualifies as an “audit committee financial expert” as defined by SEC rules. Report The Report of the Audit Committee is included beginning on page 32 of this proxy statement.

Nominating and Corporate Governance Committee Met 3 times in 2021 Current Committee Members: Cheryl Mills (CHAIR) James A. Rasulo Kamakshi Sivaramakrishnan		Primary Responsibilities Include: ● identify individuals qualified to become members of our Board; ● periodically review the Board’s Governance Guidelines and consider other governance matters and, as appropriate, make recommendations to the Board; ● establish any qualifications, desired background, expertise and other selection criteria for members of our board of directors and any committee; ● annually review committee assignments and make recommendations to the Board; ● annually review ESG initiatives and strategy; ● periodically consider other governance matters, and as appropriate, make recommendations to the Board; ● oversee the annual self-evaluation process of the Board and its committees; and ● recommend to our Board the director nominees for the next annual meeting of stockholders. Independence The Nominating and Corporate Governance Committee is comprised entirely of directors who are independent under Nasdaq rules.

Compensation Committee

Met 4 times in 2021

Current Committee Members:

James A. Rasulo

(CHAIR)

Cheryl Mills

Kamakshi Sivaramakrishnan

Primary Responsibilities Include:

● review and approve corporate goals and objectives relevant to Chief Executive Officer and other executive officer compensation, evaluate the Chief Executive Officer’s and other executive officers’ performance in light of those goals and objectives and, either as a committee or together with the other independent directors, determine and approve the Chief Executive Officer’s and other executive officers’ compensation levels;

● approve all awards to executive officers under our incentive compensation plans, as well as adopt, administer, amend or terminate such plans;

● perform tasks similar to those in the two preceding bullets with respect to those other members of senior management whose compensation is the responsibility of our board of directors or whose compensation the Chief Executive Officer requests the Compensation Committee to review and affirm;

● approve all awards to employees, executives and officers under our equity-based plans and recommend to the Board the adoption, amendment or termination of any compensation plan under which stock may be issued;

● assist our Board in developing and evaluating potential candidates for executive positions (including the Chief Executive Officer) and oversee the development of executive succession plans;

● review the Company’s employee compensation policies and practices as they relate to risk management to determine whether such compensation practices and policies could be reasonably likely to have a material adverse effect on the Company;

● review and discuss with management the Compensation Discussion and Analysis and, based on that review and discussion, recommend to our Board that the Compensation Discussion and Analysis be included in the proxy statement or annual report on Form 10-K;

● produce a Compensation Committee report on executive compensation for inclusion in the proxy statement or annual report; and

● make recommendations to the Board regarding compensation of the Board.

Independence

Samuel E. Englebardt has been appointed to the Compensation Committee, effective April 1, 2022. Each member of the Compensation Committee and Mr. Englebardt qualifies as an independent director under Nasdaq’s heightened independence standards for members of a compensation committee and as a “non-employee director” as defined in Section 16b-3 of the Exchange Act.

Report

The Report of the Compensation Committee is included on page 48 of this proxy statement.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of James A. Rasulo, Cheryl Mills and Kamakshi Sivaramakrishnan. Gary Barber served as a member of our Compensation Committee during the year ended December 31, 2021. None of Mr. Rasulo, Ms. Mills, Ms. Sivaramakrishnan or Mr. Barber is or has been an officer or employee of the Company.

During 2021, none of our executive officers served as a member of the Board or Compensation Committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

COMMUNITY OUTREACH AND CORPORATE SOCIAL RESPONSIBILITY

Serving all of our communities across America is the core of what we do, and we place great emphasis on serving the neighborhoods and communities in which we live and work through our diverse portfolio of platforms and assets—broadcast, digital, podcasts, personalities, influencers, social, live events and more.

As the number one audio company in the United States, and the largest broadcast radio company, the most important responsibility we have is to the communities we serve. Our extensive community programs are built on the idea that through public awareness and education we can drive attention and action to bring deeper understanding of both world issues and individual community matters.

In 2021, iHeartMedia supported thousands of local and nonprofit organizations nationwide and raised hundreds of millions of dollars for critical issues, both in the U.S. and globally through:

∎

Media Inventory in the form of radio and digital PSAs and weekly long-form public affairs shows addressing specific local concerns.

∎

Taking Action—on air, digitally and on-site with our employees and personalities in communities facing disasters.

∎

Championing the Missions of various nonprofit groups.

∎

Advocating the Issues engaging local officials and decision makers through our Local Advisory Boards, local boards in select markets that carefully monitor public opinion and assist our teams in identifying and implementing projects that enable meaningful public service in each community.

∎

Supporting Locally Significant Events like walkathons, fundraising events and supply drives.

4,670,018

PSAs

25,145

Hours of

Public Affairs Programming

$30,847,449

Raised Through Radiothons

+1,800

National and Local Nonprofits Supported

The Company’s local and national campaigns primarily fall into these categories:

LOGO

2021 Highlights

In 2021, iHeart played a critically important role for – and in – its communities, providing support, information, resources and companionship, and helping to create positive change as the world began to return from lockdowns.

iHeart’s Ongoing Response to COVID-19 Pandemic

iHeart remains a major voice for vaccination education and awareness.

Every day, iHeart broadcast radio stations play an essential role in the lives of the communities in which we live and work, especially in times of crisis—and that has never been more critical than in the face of the COVID-19 pandemic. Throughout this unprecedented time our teams across the country are serving as the best examples of our mission—to give everyone a friend and trusted companion, especially in times of crisis and need. In fact, our personalities, brands, and platforms are more important in the lives of our listeners and communities than ever before, while our markets and stations are finding new, creative and vital ways to serve, reassure and strengthen their local communities during the ongoing pandemic.

As the pandemic has evolved, we have responsibly shifted our messaging to prioritize saving lives.


More than 4.5 BILLION Impressions, reaching 88.4% of Americans, 49.8 times on average, with messages around slowing the spread of the virus, education and encouraging vaccination through science-based messaging.		iHeart stations have run more than 1.3 MILLION Spots since March 2020 valued at nearly half a billion dollars of free public service announcements for nonprofit organizations, providing resources, services and information relating to the COVID-19 crisis.

“Get a vaccine” has been the #1 message on our stations for most of 2021.

iHeartRadio Communities Spotlight Media Grant Program

We are committed to making our media accessible to nonprofit organizations, especially those making a significant difference in the communities in which our employees live and work. In December 2020, iHeart launched the “iHeartRadio Communities Spotlight Media Grant Program,” an initiative to support organizations that are making a positive impact within the communities iHeart serves—using iHeart’s multi-platform media network to deliver messaging that is timely, relevant and hyper-targeted to most effectively serve underserved and impacted communities.

To date, the Company has committed

$4 MILLION

Worth of media to leading organizations supporting our
communities and fighting against hate and racism.

Spotlight Media Grant Recipients

u UNCF

u NAACP

u Big Brothers, Big Sisters

u Stop AAPI Hate

u Asian Americans Advancing Justice

u The Ad Council’s Stop the Virus, Stop the Bias

u Faith & Blue

u National Urban League

u Shine a Light

Disaster Assistance and Response Plan

iHeart plays a critically important role in our communities when disasters or traumatic events occur.

During times of crisis, including the COVID pandemic, wildfires in California, Hurricane Ida, tornados in Kentucky and other locations and flooding in Louisiana, our platforms are essential to the lives of local residents. Our broadcast and digital platforms often serve as the sole source of information for disrupted areas – providing news and critical information on everything from storm updates and evacuation routes to food banks, rescue and medical care and running public service announcement messaging. Additionally, iHeartMedia established the iHeartMedia Disaster Relief Fund to assist those iHeartMedia employees who require assistance as the result of a declared natural disaster, such as a tornado, wildfire, flood, earthquake, or hurricane.

Addressing the National Opioid Epidemic and Mental Health

In 2021, iHeartMedia further invested in helping to combat the national opioid epidemic through our continued work with The National Opioid Action Coalition as well as by promoting safe and local prescription drop-off locations with the U.S. Drug Enforcement Administration. Additionally, iHeartMedia remained committed to its focus on mental health through our partnerships with leading mental health organizations, including the National Alliance on Mental Illness (NAMI) and the Child Mind Institute, to raise awareness of mental health issues and foster a culture within communities that supports talking about mental health issues like anxiety and depression.

Commitment to Veterans

For the last nine years, iHeartMedia has been committed to addressing veteran unemployment and employment retention and launched what is still the largest public service campaign in the Company’s history – iHeartRadio Show Your Stripes – to address the national veteran unemployment crisis. On Veteran’s Day 2021, iHeart unveiled an all-new Show Your Stripes program that realigns with some of the most pressing issues facing veterans today, including a focus on wellness – from health and emotional wellness to environmental, financial, intellectual, occupational, physical, social and spiritual wellness. Additionally, in 2021, iHeart created and produced iHeartCountry Veteran’s Day Broadcast “America Salutes You” which aired on Veteran’s Day.

iHeartIMPACT

iHeartIMPACT is a community impact division of iHeartMedia designed to help corporate brands partner with nonprofits through their advertising spends with iHeartMedia. iHeartIMPACT works with brands to achieve marketing goals on iHeart platforms, but also to invest in community organizations addressing critical social causes. To-date, this program has provided more than $4 Million in funding to nonprofits across dozens of issue areas.

LOGO

The Environment & Sustainability

At iHeartMedia, our commitment to the environment spans every aspect of our business and we are continually looking for ways to reduce our environmental footprint at our stations, LEED certified executive headquarters and live events, and to model the proper behaviors for our employees. We regularly review and implement technology and other measures to make our offices and studios greener, including by reducing our power outputs. Additionally, given what we have learned about remote working during the pandemic, we are now well-positioned to modernize and resize many of our office spaces, which will diminish our consumption of environmental resources and further reduce the impact of our environmental footprint.

We support a number of nonprofit organizations that are helping to solve pressing issues facing our planet. We address environmental issues on-air through both nationally- and locally-targeted public service announcements, long-form programming and podcasts. We currently support a number of leading environmentally-focused organizations both nationally and locally.

In 2020, iHeartMedia launched iHeartRadio Earth, a long-term sustainability initiative designed to inspire iHeart’s millions of listeners to take action to positively impact the environment.

iHeartRadio Earth was developed in partnership with the National Environmental Education Foundation and VolunteerMatch and was designed to sharpen the company’s focus on sustainability with the goal of increasing listeners’ knowledge of simple actions they can take every day to help the environment. The campaign is rooted in the belief that millions of small actions have the potential to make a massive difference for the environment.

Since the program’s inception, iHeart has contributed $6 million in donated media across all iHeartMedia stations.

$6 MILLION

In donated media contributed by iHeart across all iHeartMedia stations.

Editorial Guidelines and Broadcast Standards

iHeart is dedicated to ensuring trustworthy and valuable information for all audiences. We are licensed by the FCC which ensures community standards on all programming and have mandatory annual training on FCC regulations, the Emergency Alert System and the Digital Millennium Copyright Act compliance as well as a social media policy. News and information provided by iHeartMedia follows the basic tenets of good broadcast journalism – our reporting is fair, accurate and balanced.

ESG Reporting

As part of our commitment to advance ESG issues, we provide annual disclosures on our website at www.iheartmedia.com, including the below. Neither our ESG reporting nor any other information contained in our website is incorporated by reference into this proxy statement or any other filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Annual Community Impact Report

For the last ten years, we have reported annually on our deep and positive impact within the communities in which we live and work. The Annual Community Impact Report provides a snapshot of the contributions made by our employees and 860+ broadcast radio stations over the course of the year and reinforces continuous communication with our stakeholders – our stockholders, employees, advertisers, listeners, and others.

ESG Approach and Performance Reporting

We openly share our evolving ESG approach and performance on our website. As new programs are initiated and progress is made, we make every effort to communicate these details in real time through external reporting procedures.

Corporate Culture of Diversity & Inclusion

At iHeartMedia, diversity and inclusion are key to our success; we value diversity and respect all voices, from both inside and outside our Company. Because our Company reaches 90% of all Americans every month, listening to, understanding and integrating input from diverse voices and views are critical to our business success. Our diversity and inclusion efforts are led by our Chief Diversity Officer, who reports directly to our Chief Executive Officer and our President. One of our top priorities is to create an inclusive organizational culture to attract and develop a dynamic workforce that is as diverse as the audiences and communities we serve, which includes and supports gender identity and expression, race, sexual orientation, ethnicity, religion, socioeconomic background, age, disability, national origin and more. We achieve this through:

A Culture of Inclusion

Creating an inclusive organizational culture dedicated to attracting and developing an inclusive and talented workforce that will create and deliver a broad spectrum of content for our diverse audiences across our multiple platforms and live events.

We encourage Company-wide input as part of our Company’s key organizational values, and continually provide opportunities for our team members to offer recommendations, insights and key learnings.

The Company’s Diversity, Equity and Inclusion Advisory Committee, under the leadership of our Chief Diversity Officer and Senior Vice President of Diversity and Inclusion, plays a critically important role in strengthening and accelerating our efforts around diversity, equity and inclusion. Our efforts are focused on four important areas: leadership, workplace culture, workforce diversity and sustainability.

Our Chief Executive Officer, President and other senior leaders have diversity and inclusion objectives embedded in their long-term performance goals.

Diversity, Equity and Inclusion Advisory Committee areas of focus:

LOGO

We will launch our planned Employee Resource Groups focused on Black, LatinX, Women, and LGBTQ+ in the first half of 2022.

Our core values are the basis for all our operations. We provide mandatory annual Code of Conduct training for all employees, and we will soon roll out a Diversity, Equity and Inclusion training program to the entire company with additional training for managers in the first half of 2022.

We added Juneteenth as an employee holiday in 2021.

To ensure an inclusive recruiting process, we’ve invested in a diverse internal talent acquisition team and other external resources.

iHeartMedia is launching a new career framework to provide an equitable career path for all employees.

Diversity in Programming

We provide connection, companionship and compelling storytelling, and the main way that we do this is through our personalities. We believe that to provide the kind of quality radio programming that appeals to the interests and views of all our listeners, our lineup of on-air personalities must represent the diversity, opinions and perspectives of the many audiences and communities we serve.

Our BIN: Black Information Network is the first and only 24/7 national and local all news audio service dedicated exclusively to providing an objective, accurate, and trusted source of continual news coverage with a Black voice and perspective.


iHeart pledged that at least 50% of the new podcasts we launch after July 2020 on the iHeartPodcast Network will be from female and minority creators, and now that figure is almost			70%

The Black Effect Podcast Network is majority-owned by leading media personality Charlamagne tha God of iHeart’s nationally-syndicated show The Breakfast Club. It is the world’s largest podcast network dedicated to Black listeners, bringing together the most influential and trusted voices in Black culture for stimulating conversations around social justice, pop culture, sports, mental health, news, comedy and more.

We launched My Cultura in partnership with iHeartMedia’s Enrique Santos. The standalone podcast venture is dedicated to elevating Latinx voices and creators, as well as sharing the Latinx experience. We also continue to offer a podcast network spotlighting women who have positively impacted and created change.

Celebrating Diversity Through Cultural Moments and Events

As people watch less and listen more, multicultural audiences continue to drive the audio revolution. Multicultural audiences not only listen more than other audiences – they listen to an enormous range of content that goes far beyond simply dedicated cultural formats. In addition to offering the broadest possible range of content, iHeart is supporting this important audience through live and virtual events every year – events that represent the members and voices of the many diverse communities we serve, including:

iHeartRadio’s Living Black! – spotlighting the power of Black culture yesterday, today and tomorrow throughout Black History Month in February.

iHeartRadio Fiesta Latina – celebrating the best in Latin culture and music during Hispanic Heritage Month.

Can’t Cancel Pride – presenting iHeart’s award-winning virtual relief benefit for the LGBTQ+ community, featuring performances and appearances from the most influential voices in the community and the biggest names in culture and entertainment.

HBCU Homecoming – uplifting month-long celebration showcasing Historically Black Colleges and Universities’ (HBCU) school pride and elevating student achievement through iHeartMedia’s multiple platforms.

International Women’s Day “SeeHer, Hear Her” Concert – presenting the largest global movement to celebrate women in music and eliminate gender bias in marketing, advertising, media and entertainment.

Our nationally produced tentpole concerts are a representation of the collective audiences we reach and attract a diverse group of artists and fans across all genres to unite around a common passion – music.

We create relevant content for multicultural communities, including radio stations and programming; conduct ongoing community outreach for multicultural communities; and special programming for multicultural-owned and targeted businesses.

We produce multiple formats to serve diverse audiences including Black, Latinx, LGBTQ+, and more, through special forums and virtual Town Hall meetings to examine key issues, especially at critical moments. Our podcast networks, live events (including events like the iHeartRadio Fiesta Latina and others) and digital stations also super-serve these communities.

Nearly all our major morning shows on the radio are now either hosted by women or include a female cohost in a prominent position.

Supporting Our People

We operate in a highly competitive environment and make significant investments in our people and provide competitive pay and comprehensive benefits, including:

Employer sponsored health insurance

Company provided life insurance and preventative health support

Paid sick and vacation days

Paid holidays, including spirit days so that our employees may volunteer in their community

401(k) plan and Company matching contribution

Mental health care and resources

Paid parental leave

An Employee Assistance Program for full-time employees and their eligible dependents

Various voluntary benefits including hospital indemnity, accident insurance, identity theft, pet health and legal insurance.

iHeartMedia employees engage in a variety of extensive training throughout the year and in 2021 our employees completed over 200,000 training courses, which equated to over 95,000 hours of training.

Our Human Rights Statement, Code of Conduct and Political Participation Policy serve as guiding principles for how our company operates and conducts business to ensure we are fair, ethical and transparent.

The Company prohibits all forms of harassment against applicants and employees based on any legally recognized basis and without retaliation.

Our COVID Response

In response to COVID-19 we quickly took action enabling our employees, where possible, to work from home, voluntarily expanding our sick leave benefits to include additional time off for COVID-related illness or vaccinations and implementing flexible work policies that are now informing our new work environment.

Workplace Safety

Employee health and safety in the workplace is of the utmost importance to our Company. We believe that all employees, regardless of our job role or title, have a shared responsibility in the promotion of health and safety in the workplace. We are collectively committed to providing and following all safety laws and rules, including internal policies and procedures. This means carrying out Company activities in ways that preserve and promote a clean, safe and healthy environment.

The global effects associated with the COVID-19 pandemic have been unprecedented in their scope and depth. Our commitment and focus on workplace safety allowed navigation of the pandemic to preserve business continuity without sacrificing our commitment to the safety of our workplace. Beginning in February 2020 and throughout the course of the COVID-19 pandemic, we have continuously monitored and assessed impacts to our workplace, and have implemented safety precautions and protocols to protect the health and wellbeing of our employees and communities.

PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed EY as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Our Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of EY is not required, we value the opinions of our stockholders and believe that stockholder ratification of the appointment is a good corporate governance practice.

EY has served as our independent registered public accounting firm since at least 1986. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of EY is expected to attend the Annual Meeting, will have the opportunity to make a statement if desired, and will be available to respond to appropriate questions from stockholders.

In the event that the appointment of EY is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2023. Even if the appointment of EY is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interest of iHeartMedia.

Board Recommendation


		The Board recommends a vote “FOR” the ratification of the appointment by the Audit Committee of EY as our independent registered public accounting firm for the year ending December 31, 2022.

Principal Accountant Fees and Services

The following table summarizes the fees of EY, our independent registered public accounting firm, billed to us for each of the last two fiscal years.


Fee Category (in thousands)	2021	2020

Audit Fees⁽¹⁾	$2,318	$1,806

Audit-Related Fees⁽²⁾	$52	$72

Tax Fees⁽³⁾	$335	$113

All Other Fees⁽⁴⁾	$333	$328


Total Fees	$3,038	$2,319

(1)

Audit Fees include professional services rendered for the audit of annual financial statements and reviews of quarterly financial statements. This category also includes fees for statutory audits required internationally, services associated with documents filed with the SEC and in connection with securities offerings and private placements, work performed by tax professionals in connection with the audit or quarterly reviews and accounting consultation and research work necessary to comply with financial reporting and accounting standards.

(2)

Audit-Related Fees include assurance and related services not reported under annual Audit Fees that reasonably relate to the performance of the audit or review of our financial statements and are not reported under Audit Fees, including attest and agreed-upon procedures services not required by statute or regulations, information systems reviews, due diligence related to mergers and acquisitions and employee benefit plan audits required internationally.

(3)

Tax Fees include professional services rendered for tax compliance and tax planning advice provided domestically and internationally, except those provided in connection with the audit or quarterly reviews.

(4)

All Other Fees include fees for products and services other than those in the above three categories. This category includes permitted corporate finance services and certain advisory services.

Pre-Approval Policies and Procedures

The Audit Committee charter provides that the Audit Committee shall approve or pre-approve all auditing services (including comfort letters and statutory audits) and all permitted non-audit services by the Company’s independent registered public accounting firm. During 2021, all audit and audit-related services provided to us were pre-approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(A) of Regulation S-X. The Audit Committee also reviewed non-audit services provided by EY during 2021 and determined that the provision of such non-audit services was compatible with maintaining the auditor’s independence.

Report of the Audit Committee

The information contained in this Report of the Audit Committee shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).

Date and Time:

Tuesday, May 10, 2022

10:00 a.m.

Eastern Time

Location:

www.virtualshareholdermeeting.
com/IHRT2022

Record Date:

March 17, 2022

Proxy Mail Date:

On or about March 29, 2022

SEC Form DEF 14A filed by iHeartMedia Inc.