Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount previously paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

A LETTER FROM OUR CEO

AND INDEPENDENT CHAIR OF THE BOARD  

Questions and Answers About the Proxy Materials and the Annual Meeting

Composition of the Board of Directors

Board Meetings

Stockholder Meeting Attendance

Independence of Directors

Committees of the Board

Director Nominating Procedures

Board Leadership Structure

Self-Evaluation

Risk Management

Succession Planning

Corporate Governance

Governance Guidelines

Board Committee Charters

Code of Business Conduct and Ethics

Stockholder and Interested Party Communication With the Board

Director Qualification Matrix

Nominees for Directors for Terms Expiring in 2023 (Class III)

Directors Whose Terms Will Expire in 2021 (Class I)

Directors Whose Terms Will Expire in 2022 (Class II)

Summary Compensation Table

Employment Agreements With the Named Executive Officers

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Pension Benefits

Nonqualified Deferred Compensation Plans

Potential Post-Employment Payments

Certain Relationships and Related Party Transactions in Connection with the Separation

Certain Relationships and Related Party Transactions Prior to the Separation

Policy on Review, Approval or Ratification of Transactions With Related Persons

Notice and Proxy Statement 2020

Date and Time:

Tuesday,

May 19, 2020 at

9:00 a.m. Eastern Time

Location:

www.meetingcenter.io/266328988

Record Date:

March 23, 2020

Proxy Mail Date:

On or about

April 8, 2020

By Internet:

Visit the website listed

on your proxy card

By Phone:

Call the telephone

number on your

proxy card

By Mail:

Sign, date and return

your proxy card in the

enclosed envelope

During the Annual Meeting:

Participate in the

Annual Meeting webcast

Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

Admission to the Annual Meeting is limited to stockholders as of the record date. If you plan to attend the annual meeting, please follow the registration instructions set forth in this proxy statement.

  Matter

Page Reference

(for more details)

ü

Approval of an advisory resolution on executive compensation

ü

Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2020

ü

+13.6%*

*  Excluding FX

+7%*

*  Excluding FX

DIGITAL DISPLAY REVENUE

INCREASED IN 2019

ACCOUNTS FOR

29.1%

OF REVENUE

DIGITAL

COVERAGE

IN ALL

TOP 20 DMAs

AMERICAS DIVISION

REVENUE

INCREASED IN 2019

+9.1%^*

REDUCED

NET DEBT

BY OVER

$360M^*

IN 2019

*  See Appendix A for reconciliation of non-GAAP     financial information

AMERICAS DIVISION

OIBDAN

INCREASED IN 2019

*  See Appendix A for reconciliation of non-GAAP     financial information

GLOBAL AND US

OOH INDUSTRY

OUTPERFORMING

OTHER FORMS

OF TRADITIONAL MEDIA

(Global & US data sourced from MAGNA Dec. 2019 Report)

ii        Notice and Proxy Statement 2020

Name

John Dionne

Andrew Hobson

Joe Marchese

✓  7 out of 9 of our directors are independent.

✓  The Board is led by an independent, non-executive Chair.

✓  After 2023, all of our directors will be elected annually.

✓  All members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent as defined by the NYSE listing standards and applicable SEC rules.

✓  Each Board committee operates under a written charter that has been approved by the Board, and is reviewed annually.

✓  The Board conducts periodic executive sessions, where independent directors meet without management.

✓  The Nominating and Corporate Governance Committee oversees an annual self-evaluation process for the Board and each standing committee, and is responsible for proposing any modification or alterations in Board or committee practices or procedures.

✓  Our Code of Business Conduct and Ethics, which applies to all employees as well as officers and all members of the Board, reinforces our core values and helps drive our workplace culture of compliance with ethical standards, integrity and accountability.

Notice and Proxy Statement 2020        iii

improve health and public safety;

ensure a sustainable environment;

promote arts, education and cultural diversity; as well as

support market-by-market advertising standards.

Health and Safety Highlights

Sustainable Environment Highlights

Our Americas division aids non-profits and law enforcement agencies as they make our communities safer.

•   Since 2007, we have partnered with federal and local law enforcement which has led to the direct apprehension of fugitives.

•   Since 2013, we have partnered with Polaris to combat human trafficking with campaigns in cities across America.

•   We use our billboards to communicate emergency information to the mass public instantly.

•   We use media across the country to help recover abducted children through the distribution of AMBER alerts.

We are very focused on operating our business in ways that minimize the potential for causing harm to the environment, and are committed to employing ecologically friendly construction techniques, materials and operational procedures.

•   We have converted our posters and the majority of our bulletin products to a recyclable Polyethylene (PE) Substrates.

•   Nearly 100% of our PE posters are recycled annually.

•   Up to 98% of our digital billboard components are recyclable, leaving minimal impact on landfills.

•   We converted 11,000 display panels in 10 major U.S. cities to LED lights, decreasing energy consumption by more than 60%.

Arts, Education & Diversity Highlights

Advertising Standards

As an ethical business we are delighted to help address critical issues affecting the communities we serve such as education and literacy, and music and art.

•   We engaged in a cross-media communication project to broadcast music performances of artists of RADIO ITALIA LIVE - THE CONCERT through Clear Channel kiosks in Corso Como and Corso Garibaldi in Milan, Italy.

•   We held a panel event during Black History Month called Clear Channel Presents: “Celebrating Role Models and Smashing Stereotypes” and, in partnership with Spotify, took our celebration of LGBTQ+ Pride globally during events in 14 cities across the Pride season

•   As part of our Equity program, we partnered with the Women’s Forum for the Economy and Society and Women 7, organizations aimed at promoting a greater gender mix in all power organizations in society and advocating for the adoption of political and financial measures that promote gender equality.

For over a century we have been committed to delivering our advertisers’ messages to the consumer. This requires both a defense of free speech and a sensitivity to contemporary standards and concerns. We recognize the need to balance these demands and adhere to a high standard of advertising.

•   We established exclusionary zones which prohibit advertisements of all products illegal for sale to minors.

•   We continue our traditional commitment at both the national and local levels to display public service messages for worthy community causes.

•   We encourage diversity of advertised goods and services in all markets.

iv        Notice and Proxy Statement 2020

No-retaliation policy for anyone who, acting in good faith, notifies us of a possible violation of the Code, our policies or the law.

Commitment to human rights and labor protections in all of our operations, and the expectation that our business partners uphold the same standards.

Anti-corruption policy that prohibits offering, attempting to offer, authorizing or promising any bribe or kickback for the purpose of obtaining or retaining business or an unfair advantage.

Notice and Proxy Statement 2020        v

WHY AM I RECEIVING THESE MATERIALS?

Clear Channel Outdoor is making these proxy materials available to you via the Internet or, upon your request, has delivered printed versions of these proxy materials to you by mail in connection with Clear Channel Outdoor’s annual meeting of stockholders (the “annual meeting”), which will take place on May 19, 2020. The Board is soliciting proxies to be used at the annual meeting. You also are invited to attend the annual meeting webcast and are requested to vote on the proposals described in this proxy statement.

WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?

As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our annual report available to our stockholders electronically via the Internet. The Notice of Internet Availability of Proxy Materials contains instructions on how to access this proxy statement and our annual report and vote online. If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the notice.

WHAT PROPOSALS WILL BE VOTED ON AT THE ANNUAL MEETING?

There are three proposals scheduled to be voted on at the annual meeting:

the election of the nominees for director named in this proxy statement;

the approval of an advisory resolution on executive compensation; and

the ratification of the selection of Ernst & Young LLP as Clear Channel Outdoor’s independent registered public accounting firm for the year ending December 31, 2020.

WHICH OF MY SHARES MAY I VOTE?

All shares of common stock owned by you as of the close of business on March 23, 2020 (the “Record Date”) may be voted by you. These shares include shares that are: (1) held directly in your name as the stockholder of record and (2) held for you as the beneficial owner through a broker, bank or other nominee. As of the Record Date, there were 466,419,652 shares of common stock outstanding.

WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?

Most stockholders of Clear Channel Outdoor hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Notice and Proxy Statement 2020        1

WHAT CONSTITUTES A QUORUM?

The holders of a majority of the total voting power of Clear Channel Outdoor’s common stock entitled to vote and represented in person (virtually) or by proxy will constitute a quorum at the annual meeting. Votes “withheld,” abstentions and “broker non-votes” (described below) are counted as present for purposes of establishing a quorum.

IF MY SHARES ARE HELD IN “STREET NAME” BY MY BROKER, WILL MY BROKER VOTE MY SHARES FOR ME?

Under New York Stock Exchange (“NYSE”) rules, brokers have discretion to vote the shares of customers who fail to provide voting instructions on “routine matters,” but brokers may not vote such shares on “non-routine matters” without voting instructions. When a broker is not permitted to vote the shares of a customer who does not provide voting instructions, it is called a “broker non-vote.” If you do not provide your broker with voting instructions, your broker will not be able to vote your shares with respect to the election of directors. Your broker will send you directions on how you can instruct your broker to vote.

HOW CAN I ATTEND THE ANNUAL MEETING?

We are hosting the annual meeting by means of a live webcast. You will not be able to attend the meeting in person. You are entitled to participate in the annual meeting only if you were a stockholder of record of Clear Channel Outdoor as of the close of business on the record date, or if you hold a legal proxy from the record holder for the annual meeting.

HOW DO I REGISTER TO ATTEND THE ANNUAL MEETING?

Stockholder of Record: You do not need to register. Follow the instructions on your Notice of Internet Availability of Proxy Materials or proxy card. See “HOW CAN I ATTEND THE ANNUAL MEETING?” above.

2        Notice and Proxy Statement 2020

HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?

If you are a stockholder of record, you may authorize a proxy to vote your shares. Specifically, you may authorize a proxy to vote:

By Internet—If you have Internet access, you may submit your proxy by going to www.envisionreports.com/cco and following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your notice of Internet Availability of Proxy Materials or your proxy card in order to authorize a proxy to vote by Internet. Internet voting is available until 11:59 p.m., Eastern Time, on May 18, 2020.

By Telephone—If you have access to a touch-tone telephone, you may submit your proxy by calling the telephone number specified on your Notice of Internet Availability of Proxy Materials or your proxy card and by following the recorded instructions. You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or your proxy card in order to authorize a proxy to vote by telephone. Telephone voting is available until 11:59 p.m., Eastern Time, on May 18, 2020.

By Mail—You may authorize a proxy to vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

WHAT IF I RETURN MY PROXY CARD WITHOUT SPECIFYING MY VOTING CHOICES?

If your proxy card is signed and returned without specifying choices, the shares will be voted as recommended by the Board.

WHAT IF I ABSTAIN FROM VOTING OR WITHHOLD MY VOTE ON A SPECIFIC PROPOSAL?

If you withhold your vote on the election of directors, it will have no effect on the outcome of the vote on the election of directors.

Notice and Proxy Statement 2020        3

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, PROXY CARD OR VOTING INSTRUCTION CARD?

It means your shares are registered differently or are in more than one account. Please provide voting instructions for all notices and voting instruction cards you receive.

WHAT ARE CLEAR CHANNEL OUTDOOR’S VOTING RECOMMENDATIONS?

The Board recommends that you vote your shares “FOR”:

the nominees for director named in this proxy statement;

the approval of an advisory resolution on executive compensation; and

the ratification of the selection of Ernst & Young LLP as Clear Channel Outdoor’s independent registered public accounting firm for the year ending December 31, 2020.

WHAT VOTE IS REQUIRED TO ELECT THE DIRECTORS AND APPROVE EACH PROPOSAL?

The directors will be elected by a plurality of the votes properly cast. The approval of an advisory resolution on executive compensation and the ratification of the selection of Ernst & Young LLP as Clear Channel Outdoor’s independent registered public accounting firm for the year ending December 31, 2020 will require the affirmative vote of the holders of at least a majority of the total voting power of the voting stock present in person (virtually) or by proxy at the annual meeting and entitled to vote on the matter.

WHERE CAN I FIND A LIST OF STOCKHOLDERS OF RECORD ENTITLED TO VOTE AT THE ANNUAL MEETING?

A list of stockholders of record entitled to vote at the Annual Meeting will be accessible on the virtual meeting website during the meeting for those attending the meeting, and for ten days prior to the meeting, at our corporate offices at 4830 North Loop 1604W, Suite 111, San Antonio, Texas 78249.

MAY I CHANGE MY VOTE OR REVOKE MY PROXY?

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the annual meeting by sending the Secretary of Clear Channel Outdoor a proxy card dated later than your last submitted proxy card, by authorizing a new proxy to vote on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the annual meeting will be counted) notifying the

WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?

Clear Channel Outdoor will announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K, which we anticipate filing with the SEC by May 26, 2020.

MAY I ACCESS CLEAR CHANNEL OUTDOOR’S PROXY MATERIALS FROM THE INTERNET?

Yes. These materials are available at www.envisionreports.com/cco.

4        Notice and Proxy Statement 2020

Notice and Proxy Statement 2020        5

1.  A director must not be, or have been within the last three years, an employee of Clear Channel Outdoor. In addition, a director’s immediate family member (“immediate family member” is defined to include a person’s spouse, parents, children, siblings, mother and father-in-law, sons and daughters-in-law and anyone (other than domestic employees) who shares such person’s home) must not be, or have been within the last three years, an executive officer of Clear Channel Outdoor.

2.  A director or immediate family member must not have received, during any 12 month period within the last three years, more than $120,000 in direct compensation from Clear Channel Outdoor, other than director or committee fees and pension or other forms of deferred compensation for prior service (and no such compensation may be contingent in any way on continued service).

3.  A director must not be a current partner or employee of a firm that is Clear Channel Outdoor’s internal or external auditor. In addition, a director must not have an immediate family member who is (a) a current partner of such firm or (b) a current employee of such a firm and personally works on Clear Channel Outdoor’s audit. Finally, neither the director nor an immediate family member of the director may have been, within the last three years, a partner or employee of such a firm and personally worked on Clear Channel Outdoor’s audit within that time.

4.  A director or an immediate family member must not be, or have been within the last three years, employed as an executive officer of another company where any of Clear Channel Outdoor’s present executive officers at the same time serve or served on that company’s compensation committee.

5.  A director must not be a current employee, and no director’s immediate family member may be a current executive officer, of a material relationship party (“material relationship party” is defined as any company that has made payments to, or received payments from, Clear Channel Outdoor for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues).

6.  A director must not own, together with ownership interests of his or her family, ten percent (10%) or more of a material relationship party.

7.  A director or immediate family member must not be or have been during the last three years, an executive officer of a charitable organization (or hold a similar position), to which Clear Channel Outdoor makes contributions in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such organization’s consolidated gross revenues.

8.  A director must be “independent” as that term is defined from time to time by the rules and regulations promulgated by the SEC, by the listing standards of the NYSE and, with respect to at least two members of the compensation committee, by the applicable provisions of, and rules promulgated under, the Internal Revenue Code of 1986, as amended (collectively, the “Applicable Rules”). For purposes of determining independence, the Board will consider relationships with Clear Channel Outdoor and any parent or subsidiary in a consolidated group with Clear Channel Outdoor or any other company relevant to an independence determination under the Applicable Rules.

6        Notice and Proxy Statement 2020

a company for which Mr. Marchese serves as a director paid us approximately $1.3 million during 2019 for outdoor advertising services;

a company for which Mr. Hobson serves as a director paid us $134,500 during 2019 for outdoor advertising services;

a company for which Mr. Moreland serves as a director paid us approximately $76,000 during 2019 for outdoor advertising services and rental fees, and we paid that company $1,000 for rental fees; and

a hospital for which Mr. Moreland serves as a director paid us approximately $1.2 million during 2019 for outdoor advertising services.

C. William Eccleshare

John Dionne

Lisa Hammitt

Andrew Hobson

Thomas C. King

Joe Marchese

W. Benjamin Moreland

Mary Teresa Rainey

Jinhy Yoon

2019 Meetings Held

Notice and Proxy Statement 2020        7

be responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm and any other registered public accounting firm engaged for the purpose of preparing an audit report or to perform other audit, review or attest services and all fees and other terms of their engagement;

review and discuss reports regarding the independent registered public accounting firm’s independence;

review with the independent registered public accounting firm the annual audit scope and plan;

review with management, the director of internal audit and the independent registered public accounting firm the budget and staffing of the internal audit department;

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” prior to the filing of the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;

review with the independent registered public accounting firm the critical accounting policies and practices used;

review with management, the independent registered public accounting firm and the director of internal audit Clear Channel Outdoor’s internal accounting controls and any significant findings and recommendations;

discuss guidelines and policies with respect to risk assessment and risk management;

oversee Clear Channel Outdoor’s policies with respect to related party transactions; and

review with management and the General Counsel the status of legal and regulatory matters that may have a material impact on Clear Channel Outdoor’s financial statements and compliance policies.

assist the Board in ensuring that a proper system of long-term and short-term compensation is in place to provide performance-oriented incentives to management, and that compensation plans are appropriate and competitive and properly reflect the objectives and performance of management and Clear Channel Outdoor;

review and approve corporate goals and objectives relevant to the compensation of Clear Channel Outdoor’s executive officers, evaluate the performance of the executive officers in light of those goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the compensation level of the executive officers based on this evaluation;

8        Notice and Proxy Statement 2020

review and adopt, and/or make recommendations to the Board with respect to, incentive-compensation plans for executive officers and equity-based plans;

review and discuss with management the Compensation Discussion and Analysis to be included in Clear Channel Outdoor’s proxy statement and determine whether to recommend to the Board the inclusion of the Compensation Discussion and Analysis in the proxy statement;

prepare the Compensation Committee report for inclusion in Clear Channel Outdoor’s proxy statement; and

recommend to the Board the appropriate compensation for the non-employee members of the Board.

identify individuals qualified to become members of the Board, consistent with criteria approved by the Board;

oversee the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently; and

develop and recommend corporate governance guidelines.

Notice and Proxy Statement 2020        9

10        Notice and Proxy Statement 2020

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.

Governance Guidelines

Board Committee Charters

Audit Committee Charter

Compensation Committee Charter

Nominating and Corporate Governance Committee Charter

Notice and Proxy Statement 2020        11

Code of Business Conduct and Ethics

12        Notice and Proxy Statement 2020

Director Responsibilities

Self-Evaluation Process

Executive Sessions of Non-Management Directors

Board Access to Senior Management

Board Access to Independent Advisors

Board Tenure

Directors Who Change Their Current Job Responsibilities

Service on Multiple Boards

Management Development and Succession Planning

Notice and Proxy Statement 2020        13

14        Notice and Proxy Statement 2020

Holders of More than 5%:

PIMCO^(c)

The Vanguard Group^(d)

Mason Capital Management LLC^(e)

Named Executive Officers, Executive Officers and Directors:

C. William Eccleshare^(f)

Brian D. Coleman^(g)

Scott R. Wells^(h)

Lynn A. Feldman⁽ⁱ⁾

Jason A. Dilger^(j)

Robert W. Pittman

Richard J. Bressler

John Dionne^(k)

Lisa Hammitt^(l)

Andrew Hobson^(m)

Thomas King⁽ⁿ⁾

Joe Marchese^(o)

W. Benjamin Moreland^(p)

Mary Teresa Rainey^(q)

Jinhy Yoon

All directors and executive officers as a group (13 individuals)^(r)

Means less than 1%.

Unless otherwise indicated, the address for all beneficial owners is c/o Clear Channel Outdoor Holdings, Inc., 4830 North Loop 1604W, Suite 111, San Antonio, Texas 78249.

Percentage of ownership calculated in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act.

As reported on a Schedule 13D/A filed on August 2, 2019. The shares of Clear Channel Outdoor’s common stock reported in the Schedule 13D/A may be deemed to be beneficially owned by one or more of the following persons: PIMCO Income Fund (the “Income Fund”), Global Investors Series plc (“Global Income Fund”) and Pacific Investment Management Company LLC (“PIMCO”). The address of the principal business office of PIMCO is 650 Newport Center Drive, Newport Beach, California 92660.

As reported on a Schedule 13G/A filed with respect to Clear Channel Outdoor’s common stock on February 12, 2020. The shares of Clear Channel Outdoor’s common stock reported in the Schedule 13G/A may be deemed to be owned by one or more of The Vanguard Group, Inc. and its wholly owned subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. The business address of each reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

Notice and Proxy Statement 2020        15

As reported on a Schedule 13G filed on March 12, 2020, 23,181,508 shares of Clear Channel Outdoor’s common stock reported in the Schedule 13G may be deemed to be owned by one or more of Mason Capital Management LLC, Kenneth M. Garschina and Michael E. Martino, and 700,000 shares of Clear Channel Outdoor’s common stock reported in the Schedule 13G are owned by Mr. Martino. The business address of each reporting person is Mason Capital Management LLC, 110 East 59th Street, New York, New York 10022.

Represents 406,714 shares of common stock, vested stock options representing 988,870 shares of common stock and 104,166 unvested RSUs that will vest within 60 days of March 23, 2020 held by Mr. Eccleshare as of March 23, 2020.

Represents 60,125 shares of common stock, 104,602 shares of restricted stock and 56,250 unvested RSUs that will vest within 60 days of March 23, 2020 held by Mr. Coleman as of March 23, 2020.

Represents 116,176 shares of common stock, 471,180 shares of restricted stock, vested stock options representing 310,954 shares of common stock and 83,333 unvested RSUs that will vest within 60 days of March 23, 2020 held by Mr. Wells as of March 23, 2020.

Represents 33,212 shares of common stock, 144,576 shares of restricted stock, vested stock options representing 8,282 shares of common stock and 43,750 unvested RSUs that will vest within 60 days of March 23, 2020 held by Ms. Feldman as of March 23, 2020.

Represents 14,060 shares of common stock, 41,647 shares of restricted stock, vested stock options representing 34,646 shares of common stock and 9,375 unvested RSUs that will vest within 60 days of March 23, 2020 held by Mr. Dilger as of March 23, 2020.

Represents 41,840 shares of common stock and 11,948 unvested RSUs that will vest within 60 days of March 23, 2020 held by Mr. Dionne as of March 23, 2020.

Represents 41,840 shares of common stock held by Ms. Hammitt as of March 23, 2020.

Represents 241,840 shares of common stock held by Mr. Hobson as of March 23, 2020.

Represents 41,840 shares of common stock and 11,642 unvested RSUs that will vest within 60 days of March 23, 2020 held by Mr. King as of March 23, 2020.

Represents 56,353 shares of common stock and 11,335 unvested RSUs that will vest within 60 days of March 23, 2020 held by Mr. Marchese as of March 23, 2020.

Represents 461,452 shares of common stock and 15,318 unvested RSUs that will vest within 60 days of March 23, 2020 held by Mr. Moreland as of March 23, 2020.

Represents 41,840 shares of common stock, held by Ms. Rainey as of March 23, 2020.

As of March 23, 2020, all of our directors and executive officers as a group were the beneficial owners of our common stock as follows: (1) 1,557,292 shares of common stock held by such persons; (2) 762,005 shares of restricted stock held by such persons, (3) vested stock options and stock options that will vest within 60 days after March 23, 2020, collectively representing 1,342,752 shares of common stock; and (4) 347,117 RSUs that will vest within 60 days after March 23, 2020.

16        Notice and Proxy Statement 2020

Notice and Proxy Statement 2020        17

Title: Director

Age: 56

Board Committees:

•  Audit

•  Nominating and Corporate Governance

John Dionne

Professional Experience:

Mr. Dionne has served a Senior Advisor to the Blackstone Group L.P., an investment firm, since July 2013 and a Senior Lecturer in the Finance Unit at the Harvard Business School since January 2014. He is also a director of Caesars Entertainment, Cengage Learning Holdings II, Inc., and Pelmorex Corp. Until he retired from his position as a Senior Managing Director of Blackstone in 2013, Mr. Dionne was most recently Global Head of its Private Equity Business Development and Investor Relations Groups and served as a member of Blackstone’s Private Equity and Valuation Committees. Mr. Dionne originally joined Blackstone in 2004 as the Founder and Chief Investment Officer of the Blackstone Distressed Securities Fund. Mr. Dionne began his career with Price Waterhouse and holds an M.B.A. from the Harvard Business School and a BS degree in Accounting, Economics, and Finance from The University of Scranton.

Qualifications:

Mr. Dionne was selected to serve as a director because of his significant financial experience.

Title: Director

Age: 58

Board Committees:

•  Audit

Andrew Hobson

Professional Experience:

Mr. Hobson has served as Partner and Chief Financial Officer at Innovatus Capital Partners, LLC, a private investment firm, since January 2016. From 1994 to 2015, Mr. Hobson served in various roles at Univision Communications Inc., a media company, including Senior Executive Vice President and Chief Financial Officer from October 2007 through February 2015, during which time he was responsible for all financial aspects of the company. Prior to his employment at Univision, Mr. Hobson served as a Principal at Chartwell Partners LLC from 1990 to 1994. Mr. Hobson has served as chairman of the board of directors of Cumulus Media, Inc. since June 2018. Mr. Hobson holds a B.S.E. in both Finance and Accounting, magna cum laude, from University of Pennsylvania – The Wharton School.

Qualifications:

Mr. Hobson was selected to serve as a director because of his extensive experience in the media industry and background in finance and accounting.

18        Notice and Proxy Statement 2020

Title: Director

Age: 39

Board Committees:

•  Nominating and Corporate Governance

Joe Marchese

Professional Experience:

Mr. Marchese has served as the chief executive officer of Attention Capital, a media and technology holding company, since August 2019, and is the co-founder and chairman of Human Ventures Co. From 2015 to 2019, he served as President of Advertising Revenue for Fox Networks Group, a television broadcasting company, a role in which he oversees advertising sales, research and innovation for FOX Broadcast, FOX Sports, FS1, FX, FXX and National Geographic. Mr. Marchese was previously co-founder and CEO of true[X], an ad engagement technology company, from May 2013 until it was acquired by 21st Century Fox in February 2015. Prior to co-founding true[X], Mr. Marchese has spent time as a media executive, management consultant and multiple time entrepreneur. In 2016, Mr. Marchese was inducted into the American Advertising Federation’s Advertising Hall of Achievement. Since February 2020, Joe has served as a director of Cox Media Group. He graduated from Bentley University in Waltham, Massachusetts with a bachelor’s degree in Economics and Finance.

Qualifications:

Mr. Marchese was selected to serve as a director because of his extensive experience in the advertising industry.

Title: Worldwide Chief Executive Officer and Director

Age: 64

Board Committees:

•  None

C. William Eccleshare

Professional Experience:

Mr. Eccleshare has served as our Worldwide Chief Executive Officer since the Separation. Prior thereto, Mr. Eccleshare served as the Chief Executive Officer—International division at each of iHeartMedia, iHeartMedia Capital I, LLC, iHeartCommunications and CCOH and was appointed to this position on March 2, 2015. Prior to such time, he served as Chief Executive Officer—Outdoor of iHeartMedia, iHeartCommunications and CCOH since January 24, 2012 and as Chief Executive Officer—Outdoor of iHeartMedia Capital I, LLC since April 26, 2013. Prior to January 24, 2012, he served as Chief Executive Officer—Clear Channel Outdoor—International of iHeartMedia and iHeartCommunications since February 17, 2011 and as Chief Executive Officer—International of the CCOH since September 1, 2009. Previously, he was Chairman and CEO of BBDO EMEA from 2005 to 2009. Prior thereto, he was Chairman and CEO of Young & Rubicam EMEA since 2002. Since 2016, Mr. Eccleshare has served as a director of Centaur Media PLC, an information, events and marketing company publicly traded in the U.K. Since 2017, he has served as a director of Britvic PLC, a soft drinks producer in the U.K. Mr. Eccleshare has an MA in History from Trinity College, University of Cambridge.

Qualifications:

Mr. Eccleshare was selected to serve as a director because of his extensive experience in the outdoor advertising business gained through the course of his career, as well as his insight into the Company.

Notice and Proxy Statement 2020        19

Title: Director

Age: 57

Board Committees:

•  Compensation

•  Nominating and Corporate Governance

Lisa Hammitt

Professional Experience:

Ms. Hammitt currently serves as the Global Vice President, Data and Artificial Intelligence at VISA Inc., a credit card processing and data services company, and was appointed to the position in December of 2017. Ms. Hammitt served as the Chief Executive Officer and Founder of Beseeq, Inc., an artificial intelligence-driven advertising start-up, from September 2016 through December 2017. Ms. Hammitt served as Vice President of Cloud Marketplace and SaaS at IBM, a computer hardware, software and service company, from June 2015 through August 2016. Prior to IBM, Ms. Hammitt was a Vice President of Business Operations for Salesforce Community Cloud, a SaaS services Company, from August 2012 through May 2015. Before Salesforce, she headed mergers and acquisitions in Information Management and Cloud Computing at IBM and HP. Ms. Hammitt serves as the board chair of Beseeq Inc. and is a board member of Quantum Thought. She also holds board advisor and advisor seats at SumoLogic, IEEE and Brighton Park Capital. Ms. Hammitt received BAs from UC Berkeley in French and Political Science and completed graduate course work in Artificial Intelligence at Stanford University.

Qualifications:

Ms. Hammitt was selected to serve as a director because of her background in artificial intelligence and advertising

Title: Director

Age: 64

Board Committees:

•  Audit

•  Nominating and Corporate Governance

Mary Teresa Rainey

Professional Experience:

Ms. Rainey OBE was founder of Rainey, Kelly Campbell Roalfe/Y&R, a major UK advertising agency, which is now part of the WPP group, and served as CEO of Rainey, Kelly Campbell Roalfe/Y&R from 1993 to 2003 and Chair from 2003 to 2005. She was also an early investor in and Executive Chair of Th_nk Ltd, a digital strategy agency, from 2006 until 2016. Prior to that, she spent 8 years in the U.S. with Chiat/Day Advertising as SVP Director of Planning. Ms. Rainey currently serves as a Non-Executive Board Director and member of the Audit, Compensation and Governance committees of Hays plc, an international recruitment company publicly traded in the U.K. She is also an investor in Charlotte Street Partners, a UK based public affairs consulting company. Between 2015-2017, Ms. Rainey served as a board director and member of the compensation committee of Pinewood Studios, a UK publicly traded international film studio, and from 2012-2018 she was Vice Chair of Channel 4 Television, a major U.K. broadcaster, where she also served on both the Audit and Ethics committees. Ms. Rainey is a MA Hons graduate of Glasgow University.

Qualifications:

Ms. Rainey was selected to serve as a director for her various executive and entrepreneurial experiences, her reputation as an internationally respected advertising leader, her extensive experience in the advertising industry and her board level experience in various listed companies.

20        Notice and Proxy Statement 2020

Title: Director

Age: 59

Board Committees:

•  Compensation

Thomas C. King

Professional Experience:

Mr. King has served as an Operating Partner at Atlas Merchant Capital, a private equity fund, since November 2018. From December 2009 through March 2016, Mr. King held several senior roles at Barclays, an investment banking firm, including serving as Chief Executive Officer of Investment Banking and Chairman of the Investment Banking Executive Committee. Mr. King was also a member of the Barclays Group Executive Committee which oversees all of the Barclays plc businesses. Mr. King served as a director of Leerink Partners until its sale in January 2019. Since December 2018, Mr. King has also served on the board of directors of Panmure Gordon, a British corporate and institutional investment bank. Since March 2020, Mr. King has served as a director of Digital Landscape Group, Inc. He holds a BA in Economics from Bowdoin College and an MBA in finance from University of Pennsylvania - The Wharton School.

Qualifications:

Mr. King was selected to serve as a director because of his experience in investment banking and knowledge of the financial markets.

Title: Chair

Age: 56

Board Committees:

•  Compensation

W. Benjamin Moreland

Professional Experience:

Mr. Moreland is a private investor and retired CEO of Crown Castle International Corp. (NYSE: CCI), a provider of wireless infrastructure in the U.S., where he remains a member of the board of directors. Prior to his retirement, Mr. Moreland served as Executive Vice Chairman from June 2016 through December 2017, and was President and Chief Executive Officer from July 2008 through May 2016. From 2000 through 2008, Mr. Moreland was Chief Financial Officer. Mr. Moreland joined Crown Castle in 1999, after 15 years with Chase Manhattan Bank and predecessor banks, primarily in corporate finance and real estate investment banking. Mr. Moreland is a former board member and Chairman of the Board of WIA-The Wireless Infrastructure Association and former member of the Executive Board of the National Association of Real Estate Investment Trusts (NAREIT). He also served on the board of directors of Calpine Corporation (NYSE: CPN) from 2009 until its privatization in March 2018, and Monogram Residential Trust (NYSE: MORE) from 2016 until its privatization in September 2017. Mr. Moreland is also a former member of the executive board of the Greater Houston Partnership. Mr. Moreland serves as a director on the board of directors of Houston Methodist Hospital. He holds a BBA from The University of Texas at Austin and an MBA from The University of Houston.

Qualifications:

Mr. Moreland was selected to serve as a director for his varied executive experience, financial and transactional acumen and strategic insight.

Notice and Proxy Statement 2020        21

Title: Director

Age: 48

Board Committees:

•  None

Jinhy Yoon

Professional Experience:

Ms. Yoon is an Executive Vice President and Credit Analyst at PIMCO, an investment manager, covering technology, media and telecom companies. Prior to joining PIMCO in 2010, she was an equity research analyst at J.P. Morgan Securities in San Francisco, focusing on the semiconductor capital equipment sector. Previously, Ms. Yoon covered integrated oil companies and independent refiners as an equity analyst at Bear Stearns and was a corporate attorney with Simpson Thacher & Bartlett in New York. She holds a J.D. from Columbia University School of Law and a Bachelor of Business Administration degree from the University of Notre Dame. She is also a retired Certified Public Accountant (CPA) with two years of public accounting experience.

Qualifications:

Ms. Yoon was selected to serve as a director because of her extensive investment experience, as well as her accounting and legal background.

22        Notice and Proxy Statement 2020

The Compensation Committee of the Board of Directors oversees Clear Channel Outdoor Holdings, Inc.’s executive compensation philosophy and reviews and approves compensation for our named executive officers (NEOs). While Clear Channel Outdoor management and our independent compensation consultant provide input, it is the sole responsibility of the Compensation Committee to approve our executive compensation philosophy, plans, policies and programs.

2019 was an eventful year for Clear Channel Outdoor. On May 1, 2019, the company successfully completed separation (the “Separation”) from iHeartMedia, Inc. (“iHeartMedia”), and became a stand-alone, independent public company. The Separation from iHeartMedia was a significant milestone, as Clear Channel Outdoor ceased to be a controlled company, and marked a new chapter under the leadership of Mr. Eccleshare and the Board of Directors. Separation involved significant activities by the new leadership team beyond the normal business-as-usual activities of running a public company. On the date of the Separation, our new Compensation Committee was formed. Since Separation, we have begun to re-evaluate our compensation practices to ensure they support the objectives of the business, align with market practice and provide incentive to deliver key financial metrics that are explicitly linked with stockholder value creation.

The Separation has given Clear Channel Outdoor the ability to set strategy and continue to invest in the business and build a leading market position, as well as to pursue opportunities to strengthen capital structure and improve financial flexibility. As a newly-formed independent company, Clear Channel Outdoor has achieved several financial milestones in 2019, including:

•   Americas division revenue increased by 7%;

•   Americas division OIBDAN increased by 9.1%*;

•   Net debt was reduced by more than $360 million; and*

•   Digital display revenue increased by 13.6%, accounting for 29.1% of total 2019 revenue.

Compensation determinations for our NEOs in 2019 were based in part on this performance, and were driven in part by circumstances surrounding iHeartMedia’s bankruptcy proceedings and the risks associated with the Separation. In addition, Clear Channel Outdoor approved an increase in the compensation for some of its NEOs in recognition of their new roles and expanded responsibilities following the Separation. Accordingly, actions related to the Separation affected the compensation of our NEOs in 2019. As we move forward as an independent company, Clear Channel Outdoor will continue to refine its executive compensation program based on competitive market practice, Company performance and stockholder feedback.

In addition, we are committed to strong governance practices for executive compensation. We implemented new executive stock ownership guidelines requiring executives to hold common stock with a value equal to a specified multiple of base salary within five years. In addition, we reviewed and updated our executive compensation peer group to consist of companies similar in size and complexity as Clear Channel Outdoor, companies in the media or similar industries and companies that are in competition with Clear Channel Outdoor for executive talent.

More details are provided on the following pages, and we look forward to getting stockholder feedback in the near future. Thank you for your continued engagement.

Thomas C. King

Compensation Committee

Thomas C. King (Chair)

Lisa Hammitt

Joe Marchese

*  See Appendix A for reconcilliation of non-GAAP financial information

Notice and Proxy Statement 2020        23

24        Notice and Proxy Statement 2020

C. William Eccleshare

Brian D. Coleman

Scott R. Wells

Lynn A. Feldman

Jason A. Dilger

Senior Vice President and Chief Accounting Officer of Clear Channel Outdoor

Our executive compensation programs are based on a pay-for-performance philosophy and are designed to:

•  Attract, motivate and retain talented executives who have the skills to drive our continued profitability, growth and success;

•  Align the interests of our executives with those of our stockholders;

•  Reward executives for sustained business results that drive stockholder value (pay-for-performance); and

•  Balance “best practices” in executive compensation design, local market practice and Company strategy.

Notice and Proxy Statement 2020        25

Factors that Guided Total Compensation Decisions

•  Our executive compensation philosophy

•  Degree of achievement of key strategic financial and operational goals for 2019 (for annual incentive award payments made in early 2020 and equity grant decisions)

•  Recommendations of our Worldwide CEO (other than with respect to his own compensation)

•  Advice of an independent compensation consultant

•  Market pay practices

•  Historical iHeartMedia and Clear Channel Outdoor compensation

2019 Compensation Program Changes

New Long-Term Incentive Program

At the time of the 2019 annual grant which occurred on October 15, 2019 this year, we introduced a new long-term incentive (LTI) program made up of 50% restricted stock units (RSUs) and 50% performance stock units (PSUs) for our executive team members.

With the Separation of Clear Channel Outdoor, we had an opportunity to evaluate our equity grants to ensure they support the objectives of our business, align with market practice, and provide incentive to deliver key financial metrics that are explicitly linked with shareholder value creation.

To support these objectives, we selected Relative Total Shareholder Return (TSR) compared to the S&P 600 Index as the performance metric for PSU awards because it rewards long-term shareholder value creation, aligning the interests of our executives and shareholders. The TSR of the Company will be measured at the end of the performance period (defined at grant) and requires outperformance relative to the companies in the S&P 600 Index (i.e., 60th percentile performance) in order for our PSUs to pay out at target levels. See page 40 for more information.

New Compensation Peer Group

In connection with becoming an independent company following Separation, we updated our peer group. Our new peer group consists of companies determined to be similar in size (primarily revenue and market capitalization) and complexity as Clear Channel Outdoor; companies in the media or similar industries, including broadcasting, outdoor advertising, marketing/advertising and publishing; and those companies that are in competition with Clear Channel Outdoor for executive talent. See page 40 for more information.

26        Notice and Proxy Statement 2020

Key 2019 Compensation Decisions

See page 34 for more information

Base Salary Decisions

Effective January 1, 2019, Ms. Feldman received a 3.6% base salary merit increase, her first base salary increase since joining the Company in 2016.

Effective May 1, 2019, all Clear Channel Outdoor NEOs received base salary increases in connection with their new roles post-Separation, taking into account competitive market data for their new roles at an independent, publicly-traded company.

•  Mr. Eccleshare received a base salary increase of 25.0% (applied retroactively to January 1, 2019).

•  Mr. Wells received a base salary increase of 20.0%.

•  Mr. Coleman received a base salary increase of 8.3%.

•  Ms. Feldman received a base salary increase of 16.3%.

•  Mr. Dilger received a base salary increase of 18.0%.

2015 Executive Incentive Plan (Annual Incentive Plan) Decisions

For 2019, annual incentive plan objectives were established by the pre-Separation Compensation Committee at the beginning of the fiscal year for CCOA. Both the CCOA and CCOH annual incentive plan objectives were formally approved by the post-Separation Compensation Committee.

As a result of strong business performance across the Americas offset by below-target International performance during these time periods, along with the achievement of their individual performance objectives, NEOs earned annual incentive payouts between 96% and 142% of their individual target opportunities, paid in February 2020.

Equity Grant Decisions

On May 22, 2019, Mr. Coleman and Ms. Feldman received one-time equity grants with a fair market value of $546,022 and $218,410, respectively, in recognition of their new roles post-Separation and pursuant to their respective employment agreements, which were negotiated with the pre-Separation Compensation Committee. These equity grants were made up of restricted stock units that vest 50% on the third anniversary of the grant and the remaining 50% on the fourth anniversary of the grant.

On June 3, 2019, in recognition of Mr. Eccleshare’s new role as Worldwide Chief Executive Officer and pursuant to his employment agreement, which was negotiated with the pre-Separation Compensation Committee, he received a one-time equity grant with a fair market value of $5,929,549 with 75% of this grant in stock options and 25% in restricted stock units. Both the stock options and RSUs will vest in three equal installments on December 31 of 2019, 2020 and 2021.

On October 15, 2019, and in connection with the redesign of a new post-Separation long-term incentive program, Messrs. Eccleshare, Wells, Coleman and Dilger and Ms. Feldman received equity grants with a fair market value ranging from $134,999 to $1,500,000. The value received factored the named executive officer’s performance during their tenure at Clear Channel Outdoor, including during the prior year, their long-term potential, retention considerations, the grant values of any prior 2019 grants, and market practices for comparable positions. With this grant, we are moving closer to market median grant values for each individual’s position.

The October 15, 2019 equity grants consisted of 50% restricted stock units and 50% performance stock units. The restricted stock units vest in three equal installments on April 1 of 2020, 2021 and 2022. The performance stock units are earned based on Relative Total Shareholder Return (TSR) achievement against the S&P 600 Index for the period from October 1, 2019 through March 31, 2022. These October 2019 grants vest over 2.5 years to align with the vesting schedules of future annual grants, which we anticipate will take place during the first half of each year, and will vest over three years.

Notice and Proxy Statement 2020        27

2020 Compensation Program Changes

New Executive Stock Ownership Guidelines

Effective January 1, 2020, we implemented a formal stock ownership guideline policy for select senior executives. Stock ownership requirements are based on a multiple of base salary for our NEOs and other highly compensated executives with a base salary of at least $500,000. The requirement for NEOs will be 5x base salary for Mr. Eccleshare, 3x base salary for Messrs. Wells and Coleman and Ms. Feldman, and 1x base salary for Mr. Dilger. Executives will have five years from January 1, 2020 to become compliant.

Annual Incentive Plan

For 2020, we will use Adjusted EBITDA as the financial performance metric instead of OIBDAN, and we will continue to use individual performance goals.

In support of our pay-for-performance philosophy and achievement of strong Company results, the majority of the total compensation opportunity that our Worldwide CEO and other NEOs receive is “at-risk” and dependent upon future performance.

Consistent with Clear Channel Outdoor’s overall executive compensation philosophy, NEOs are rewarded for their strong leadership and individual performance, while providing them with equity incentives to ensure alignment of their interests with those of our stockholders. For Mr. Eccleshare, approximately 80% of his annualized total direct compensation opportunity (base salary, target annual incentive award and the annualized¹ value of recent equity grants) is at-risk, as shown below. This is aligned with our media industry peers. On average, the annualized¹ total direct compensation “at risk” for our NEOs other than Mr. Eccleshare is approximately 65%.

The majority of annualized total direct compensation for our NEOs — approximately 80% for our President and Worldwide CEO and on average 65% for our other NEOs — is “at-risk” based on the achievement of specific performance goals and stock price performance.

Long-term incentives are presented on an “annualized” basis, which better reflects our intended targeted 2019 compensation mix. These annualized values reflect the sum of the full grant date fair value of October 15, 2019 grants, which were annual grants, plus the value of May 22, 2019 and June 3, 2019 grants, which were one-time grants, spread over four and three years, respectively.

28        Notice and Proxy Statement 2020

Element

Annual Incentive Plan

(Short-term)

70% based on achievement of Plan OIBDAN²

30% based on other qualitative individual performance objectives

Restricted Stock Units (RSUs)

(Long-term)

Promote executive retention

Reinforce ownership in the Company

Performance Stock Units (PSUs)

(Long-term)

Reward long-term shareholder value creation

Emphasizes long-term view

Due to the timing of the 2019 annual grant, the time horizon for the vesting of the October 15, 2019 equity awards was 2.5 years.

Plan OIBDAN is defined as operating income adjusted to exclude non-cash compensation expenses, included within corporate expenses, as well as Depreciation and amortization; Impairment charges; and Other operating income (expense), net.; excluding bonus expenses.

What We Do

ü  Deliver a significant portion of executive compensation through performance-based at-risk pay

ü  Maintain a peer group for benchmarking pay

ü  Set challenging short- and long-term incentive objectives

ü  Provide strong oversight to monitor our equity share usage and avoid excessive levels of dilution

ü  Require stock ownership by executives, with minimum ownership levels defined by role

ü  Have double-trigger change-in-control arrangements

ü  Conduct an annual risk assessment to mitigate any compensation program-related risk having a material adverse effect on the Company

ü  Offer market-competitive benefits for executives that are generally consistent with the benefits provided to the rest of our employees

ü  Consult with an independent consultant on compensation levels and practices

×   No across-the-board base salary increases

×   No guaranteed bonus payments

×   No uncapped incentives under our annual incentive award plan

×   No hedging or pledging of equity

×   No re-pricing of stock options

×   No new tax gross ups upon a change of control

×   No excessive perquisites

×   No supplemental executive retirement plans

Notice and Proxy Statement 2020        29

STEP 2:
Compensation Committee Decisions

In October of each year, management, including the Worldwide Chief Executive Officer, provides recommendations to the Compensation Committee on the compensation of the NEOs. The Worldwide Chief Executive Officer does not make recommendations on his own pay.

These recommendations take into consideration the competitive market pay data provided by the Board’s independent consultant, as well as an evaluation of the NEO’s role, contributions and performance in achieving Company performance, and long-term potential.

(See more below on the Board’s independent compensation consultant.)

The Compensation Committee considers these recommendations together with the input of our independent compensation consultant. Subsequently, the Compensation Committee determines the NEOs’ compensation, ensuring that it is aligned with our compensation philosophy.

All aspects of the Worldwide Chief Executive Officer’s compensation are determined solely by the Compensation Committee, with input from the independent compensation consultant.

For the coming year, the Compensation Committee will review and approve:

•  Objectives for each named executive officer

•  Variable pay target opportunities for annual incentive awards

•  Performance metrics for the annual incentive award

Subsequently, each year in the spring, the Compensation Committee will review and approve long-term equity incentive grants and related performance metrics.

The Compensation Committee ensures that performance metrics are consistent with the financial, operational and strategic goals set by the Board, the performance goals are sufficiently ambitious and that amounts paid (when target performance levels are achieved) are consistent with our executive compensation philosophy.

30        Notice and Proxy Statement 2020

Clear Channel Outdoor’s revenues are positioned near the 50^th percentile of our peer group. We generally target total compensation packages for NEOs to reflect the 50^th percentile of our peer group of companies when financial and operational goals are achieved.

Similar in size (primarily revenue and market capitalization) and complexity to Clear Channel Outdoor

In the media or similar industry, including broadcasting, outdoor advertising, marketing/advertising and publishing

In competition with Clear Channel Outdoor for executive talent

2019 Executive Compensation Peer Group

AMC Networks, Inc.

Entercom Communications Corp.

Gannett Co., Inc.

Gray Television, Inc.

Lamar Advertising Company (REIT)

MDC Partners, Inc.

Meredith Corporation

Nexstar Media Group, Inc.

New Media Investment Group, Inc.

Nielson Holdings plc

Outfront Media

Quad/Graphics, Inc.

Sinclair Broadcast Group, Inc.

Sirius XM Holdings, Inc.

TEGNA, Inc.

The New York Times Company

Tribune Media Company

Although a significant portion of our executive compensation program is performance-based, the Compensation Committee has focused on aligning our compensation policies with the long-term interests of Clear Channel Outdoor and avoiding rewards or incentive structures that could create unnecessary risks.

Notice and Proxy Statement 2020        31

Element

Base Salary

•   Reflects individual skills, experience, responsibilities and performance over time

•   Provides a stable and reliable source of income

Short-Term Incentive — Annual Incentive Plan

•   Performance-based reward tied to achievement of short-term (annual) corporate, business unit and/or individual performance goals

•   Pays only if threshold performance levels or above are met

Long-Term Incentive — Restricted Stock Units (RSUs)

•   Aligns executive and stockholder interests

•   Promotes retention and enhances executive stock ownership

•   Links value to stock price

Long-Term Incentive — Performance Stock Units (PSUs)

•   Performance-based rewards tied to achievement of long-term Total Shareholder Return (TSR) goals

•   Vests only if threshold performance levels or above are met

•   Aligns executive and stockholder interests

•   Links value to stock price and emphasizes relative outperformance of shareholder returns

Other Benefits

•   401(k) retirement plan available to all employees

•   Broad-based benefits available to all employees

•   Private medical insurance and contributions to a private pension plan for Mr. Eccleshare, who is a citizen of the United Kingdom

•   Limited perquisites

Severance Agreements

•   Facilitates an orderly transition in the event of management changes

•   Helps ensure NEOs remain focused on creating sustainable performance in case of personal uncertainties or risk of job loss

•   Provides confidentiality, non-compete and non-solicit protections

32        Notice and Proxy Statement 2020

2018

Salary

2019

Salary

C. William Eccleshare

Brian D. Coleman

Scott R. Wells

Lynn A. Feldman

Jason A. Dilger

Mr. Eccleshare’s salary increase was applied retroactively to January 1, 2019.

Ms. Feldman received a base salary increased on January 1, 2019 from $415,000 to $430,000; and an additional based salary increase on May 1, 2019 to $500,000.

2019

Salary

2020

Salary

C. William Eccleshare

Brian D. Coleman

Scott R. Wells

Lynn A. Feldman

Jason A. Dilger

Notice and Proxy Statement 2020        33

Chief Executive Officer: 145% of his target opportunity

All other NEOs: 200% of their target opportunity

Annual Incentive Plan Financial Measure

We define OIBDAN as operating income adjusted to exclude non-cash compensation expenses, included within corporate expenses, as well as depreciation and amortization, impairment charges and other operating income (expense), net. For purposes of the annual incentive plan, OIBDAN excludes bonus expenses.

We have historically used OIBDAN as the financial performance metric under the annual incentive plan. For 2020, we will use Adjusted EBITDA as the financial performance metric instead of OIBDAN.

34        Notice and Proxy Statement 2020

Mr. Eccleshare’s financial objective was based on Clear Channel Outdoor (CCOH) OIBDAN for the entire calendar year.

Mr. Coleman participated in the iHeartMedia Key Employee Incentive Plan before the Separation, so the January through April portion of his bonus is allocated to us from iHeartMedia; those allocated amounts are reflected in the Summary Compensation Table that follows. The annual incentive plan objectives included below reflect Mr. Coleman’s objectives under the Clear Channel Outdoor annual incentive plan after the Separation.

Mr. Wells’ financial objective was based on CCOA OIBDAN for the entire calendar year.

Ms. Feldman’s financial objective was based on achievement of CCOA OIBDAN before the Separation. After the Separation, her financial objective was based on achievement of Clear Channel Outdoor and CCOA OIBDAN (with the weighting split 35% on each) The annual incentive plan objectives included below reflect Ms. Feldman’s objectives under the Clear Channel Outdoor annual incentive plan after the Separation.

Mr. Dilger’s financial objective was based on achievement of CCOA OIBDAN under the Management Incentive Plan (MIP) before the Separation. OIBDAN under the MIP is defined as operating income adjusted to exclude non-cash compensation expenses, included within corporate expenses, as well as depreciation and amortization, impairment charges and other operating income (expense), net. After the Separation, his financial objective was based on achievement of Clear Channel Outdoor and CCOA OIBDAN (with the weighting split 35% on each). The annual incentive plan objectives included below reflect Mr. Dilger’s objectives under the Clear Channel Outdoor annual incentive plan after the Separation.

NEO

C. William Eccleshare

•   Lead and support CCOH separation from iHM

•   Stabilize and align the organization against key strategic priorities

•   Strategy and Investor Relations

•   Ensure the CCOH’s capital structure supports its strategic objectives

•   Increase OOH visibility and usage by delivering innovative data and channel solutions

•   Remain focused on compliance and regulation

Brian D. Coleman

•   Lead Company through separation activities

•   Manage capital structure and ensure adequate corporate liquidity

•   Operational excellence through ensuring that the company’s financial units collaborate, managing investor relations strategy & leading all M&A activities

Notice and Proxy Statement 2020        35

NEO

Scott R. Wells

•   Lead organization through separation and new Board on-boarding while ensuring strategic footprint growth

•   Return top account group to growth

•   Increase OOH visibility and usage by delivering innovative data and channel solutions

•   Drive local sales growth (after multiple strong years)

•   Bring LA digital ordinance to completion and begin rebuilding west side digital

•   Drive winning culture and high talent standards

Lynn A. Feldman

•   Refine legal team structure

•   Develop relevant training to assist business

•   Successfully manage legal tasks related to separation from iHeart

•   Transition off TSA

•   Establish new Board of Director meetings, communication, practices, etc.

•   Establish new CCO legal structure

•   Delivery of legal services in customer friendly fashion

Jason A. Dilger

•   Lead accounting and business services teams through separation activities

•   Establish new corporate accounting teams

•   Provide operational excellence across global accounting functions including financial and regulatory reporting and internal controls

•   Support capital market transactions and other corporate initiatives

•   Develop enhancements of transactional support functions Broaden and maintain business service functions

C. William Eccleshare

Brian D. Coleman

Scott R. Wells

Lynn A. Feldman

Jason A. Dilger³

Prorated based on actual salary earned during that period.

Mr. Coleman’s target was a dollar amount ($253,468) rather than a percent of base salary.

Mr. Dilger’s award from January 1 – April 30, 2019 was based on the Management Incentive Plan (MIP) for non-executive employees, which also uses an OIBDAN target.

36        Notice and Proxy Statement 2020

Performance over the long term;

Performance during the prior year;

Long-term potential;

Retention considerations; and

Market practices for comparable positions.

Notice and Proxy Statement 2020        37

Definition

Value

% of Equity Grant

Performance Metric

Vesting

October 2019 grant will vest over 2.5 years with the first tranche vesting in April 2020.

October 2019 grant performance is based on Relative TSR from October 1, 2019 through March 31, 2022, with payout within 60 days of the performance period conclusion.

38        Notice and Proxy Statement 2020

C. William Eccleshare¹