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 II)

Directors Whose Terms Will Expire in 2021 (Class III)

Directors Whose Terms Will Expire in 2022 (Class I)

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

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

Certain Relationships and Related Party Transactions in Connection with the Separation

Notice and Proxy Statement 2021

Date and Time:

Wednesday,

May 5, 2021 at

9:00 a.m. Eastern Time

Location:

www.meetingcenter.io/241105734

Record Date:

March 9, 2021

Proxy Mail Date:

On or about

March 24, 2021

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.

  Matter

Page Reference

(for more details)

ü

ü

Approval of the adoption of the Clear Channel Outdoor Holdings, Inc. 2012 Second Amended and Restated Equity Incentive Plan

ü

Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2021

ü

Over 2,000 Digital Billboard and Street Furniture Displays in the U.S.

Over 16,000 Digital
Displays in Europe

Deployed 74
Digital Billboards
in the U.S. in 2020

TOTAL DIGITAL DISPLAY REVENUE ACCOUNTS FOR

31%

OF REVENUE

DIGITAL

COVERAGE

IN ALL

TOP 20 DMAs

Deployed 1,244 Digital Displays in Europe in 2020

ACCOUNTS FOR

31%

OF REVENUE

AGGRESSIVE MANAGEMENT

OF

COVID-19 IMPACTS

PROACTIVE MOVES TO

STRENGTHEN

LIQUIDITY

-  Executed cost reduction and rightsizing efforts to restructure and align operations with market conditions

-  Strengthened relationships
with customers through elevated collaboration

-  Invested in technologies and expanded our data analytics, digital platform capabilities
and strategic RADAR partnerships

-  Sold stake in Clear Media investment for cash proceeds of $253M

-  Issued $375M of Senior
Secured Notes through CCI BV subsidiary

-  Made cautionary draw of $150M under Revolving Credit Facility

-  Amended Revolving Credit Facility to provide covenant flexibility

GLOBAL AND US

OOH INDUSTRY

POISED TO

REBOUND AND OUTPERFORM

OTHER FORMS

OF TRADITIONAL MEDIA
FROM 2022-2025

(Global & US data sourced from MAGNA Dec. 2020 Report)

ii        Notice and Proxy Statement 2021

Name

C. William Eccleshare

Lisa Hammitt

Mary Teresa Rainey

Board Practices

✓  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.

Compensation Practices

✓  Robust annual risk assessment of executive compensation programs, policies, and practices.

✓  Comprehensive cash and equity claw-back policy for senior executives.

✓  Significant stock ownership requirements for senior executives and directors.

Stockholder Matters

✓  Robust stockholder engagement.

✓  Annual Say-on-Pay voting.

Other Governance Practices

✓  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.

✓  Strong commitment to Corporate Social Responsibility and strengthening the Company’s ESG program.

Notice and Proxy Statement 2021        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.

iv        Notice and Proxy Statement 2021

We strive for 100% of our posters and bulletins to be converted to recyclable Polyethylene (PE) Substrates and recycled annually in the U.S.

We measure our recycling and waste diversion from landfill rates across our business.

Up to 98% of our digital billboard components are recyclable.

We converted over 98% of our illuminated display panels and over 75% of our illuminated transit shelter displays in the U.S. to LED lighting, decreasing energy consumption by more than 60% across a three year period, and are working toward full conversion in 2021.

35% of our business by revenue is certified or benchmarked against ISO 14001 standards, and continued adoption of this standard is a goal of our Global Environmental Program.

Starting in 2021 in our European and Latin American businesses, we are committed to purchasing 100% renewable electricity with intention to reduce our Scope 1 and 2 emissions.

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

Human Rights Policy committed to human rights and labor protections across 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, imposes restrictions on government official interaction and seeks to mitigate risk in our gifts, entertainment and travel approval processes.

Due Diligence procedures and contractual provisions mitigating risk areas in our supply chain, including bribery and corruption, sanctions breaches and human rights.

Conflict of Interest Policy that requires the disclosure of matters that could potentially lead to a conflict of interest through an independent approval process.

Supplier Code of Conduct and contractual clauses used across our business requiring key suppliers to operate at a high ethical standard.

Notice and Proxy Statement 2021        v

vi        Notice and Proxy Statement 2021

Notice and Proxy Statement 2021        vii

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 5, 2021. 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 four 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;

approval of the adoption of the Clear Channel Outdoor Holdings, Inc. 2012 Second Amended and Restated Equity Incentive Plan; 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, 2021.

WHICH OF MY SHARES MAY I VOTE?

All shares of common stock owned by you as of the close of business on March 9, 2021 (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 467,859,064 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 2021        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 2021

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 4, 2021.

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 4, 2021.

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 2021        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;

approval of the adoption of the Clear Channel Outdoor Holdings, Inc. 2012 Second Amended and Restated Equity Incentive Plan; 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, 2021.

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, 2021 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 Secretary of Clear Channel Outdoor in writing, or voting during the annual meeting. If your shares are held beneficially in “street name,” you should follow the instructions provided by your broker or other nominee to change your vote or revoke your proxy.

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 11, 2021.

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 2021

Notice and Proxy Statement 2021        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 2021

a subsidiary of a company for which Mr. Dionne served as a director paid us approximately $1,504,313 during 2020 for outdoor advertising services;

a company for which Mr. Marchese serves as a partner/co-founder paid us approximately $46,454 during 2020 for outdoor advertising services;

a client of a consulting company for which Mr. Marchese serves as chief executive officer paid us approximately $79,250 during 2020 for outdoor advertising services;

a company for which Mr. Marchese serves as a director paid us approximately $771,297 during 2020 for outdoor advertising services, and we made a refund to the same company in the amount of approximately $62,917;

a company for which Mr. Moreland serves as a director paid us approximately $79,048 during 2020 for rental fees, and we paid that company $2,200 for rental fees;

a hospital for which Mr. Moreland serves as a director paid us approximately $1.3 million during 2020 for outdoor advertising services; and

a company for which Mr. Hobson serves as a director paid us $112,905 during 2020 for outdoor advertising services.

Audit

Committee 

Compensation  

Committee

C. William Eccleshare

John Dionne

Lisa Hammitt

Andrew Hobson

Thomas C. King

Joe Marchese

W. Benjamin Moreland

«

Mary Teresa Rainey

Jinhy Yoon

2020 Meetings Held

8

7

4

Notice and Proxy Statement 2021        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 2021

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;

recommend director nominees to the Board for the next annual meeting of stockholders;

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

develop and recommend corporate governance guidelines;

oversee the evaluation of the Board and management; and

oversee, review with management and report to the Board on the Company’s environmental, social and governance (“ESG”) strategy, policies and practices in order to manage risk, lay a foundation for sustainable growth and effectively communicate ESG initiatives to stakeholders.

Notice and Proxy Statement 2021        9

10        Notice and Proxy Statement 2021

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.

Notice and Proxy Statement 2021        11

Governance Guidelines

Board Committee Charters

Audit Committee Charter

Compensation Committee Charter

Nominating and Corporate Governance Committee Charter

Code of Business Conduct and Ethics

12        Notice and Proxy Statement 2021

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 2021        13

14        Notice and Proxy Statement 2021

  Name and Address of

  Beneficial Owner^(a)

Holders of More than 5%:

PIMCO^(c)

Ares Management^(d)

The Vanguard Group^(e)

Mason Capital Management LLC^(f)

Named Executive Officers, Executive Officers and Directors:

C. William Eccleshare^(g)

Brian D. Coleman^(h)

Scott R. Wells⁽ⁱ⁾

Lynn A. Feldman^(j)

Jason A. Dilger^(k)

John Dionne^(l)

Lisa Hammitt^(m)

Andrew Hobson⁽ⁿ⁾

Thomas King^(o)

Joe Marchese^(p)

W. Benjamin Moreland^(q)

Mary Teresa Rainey^(r)

Jinhy Yoon

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

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 Schedule 13D/A filed on January 21, 2021, 36,999,772 shares of Clear Channel Outdoor’s common stock reported in the Schedule 13D/A may be deemed owned by one or more of the following persons: ASSF IV AIV B Holdings III, L.P., ASSF IV AIV B, L.P., ASSF Operating Manager IV, L.P., ASOF Holdings I, L.P., ASOF Investment Management LLC, Ares Management LLC, Ares Management Holdings L.P., Ares Holdco LLC, Ares Holdings Inc., Ares Management Corporation, Ares Voting LLC, Ares Management GP LLC and Ares Partners

Notice and Proxy Statement 2021        15

As reported on a Schedule 13G/A filed with respect to Clear Channel Outdoor’s common stock on February 10, 2021. 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 Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited and Vanguard Investments UK, Limited. The business address of each reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

As reported on a Schedule 13G/A filed on February 9, 2021, 29,664,927 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 Mason Capital Management LLC, Kenneth M. Garschina and Michael E. Martino and 30,364,927 shares of Clear Channel Outdoor’s common stock reported in the Schedule 13G/A 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 521,514 shares of common stock, vested stock options representing 1,549,854 shares of common stock and 346,885 unvested RSUs that will vest within 60 days of March 9, 2021 held by Mr. Eccleshare as of March 9, 2021.

Represents 102,678 shares of common stock, 104,602 shares of restricted stock and 218,062 unvested RSUs that will vest within 60 days of March 9, 2021 held by Mr. Coleman as of March 9, 2021.

Represents 374,793 shares of common stock, 325,896 shares of restricted stock, vested stock options representing 317,368 shares of common stock and 277,507 unvested RSUs that will vest within 60 days of March 9, 2021 held by Mr. Wells as of March 9, 2021.

Represents 82,262 shares of common stock, 107,021 shares of restricted stock, vested stock options representing 11,043 shares of common stock and 157,018 unvested RSUs that will vest within 60 days of March 9, 2021 held by Ms. Feldman as of March 9, 2021.

Represents 31,772 shares of common stock, 27,607 shares of restricted stock, vested stock options representing 35,416 shares of common stock and 41,737 unvested RSUs that will vest within 60 days of March 9, 2021 held by Mr. Dilger as of March 9, 2021.

Represents 163,163 shares of common stock held by Mr. Dionne as of March 9, 2021.

Represents 115,369 shares of common stock held by Ms. Hammitt as of March 9, 2021.

Represents 315,369 shares of common stock held by Mr. Hobson as of March 9, 2021.

Represents 161,937 shares of common stock and 12,055 unvested RSUs that will vest within 60 days of March 9, 2021 held by Mr. King as of March 9, 2021.

Represents 175,225 shares of common stock and 11,738 unvested RSUs that will vest within 60 days of March 9, 2021 held by Mr. Marchese as of March 9, 2021.

Represents 996,255 shares of common stock and 15,862 unvested RSUs that will vest within 60 days of March 9, 2021 held by Mr. Moreland as of March 9, 2021.

Represents 115,369 shares of common stock, held by Ms. Rainey as of March 9, 2021.

As of March 9, 2021, all of our directors and executive officers as a group were the beneficial owners of our common stock as follows: (1) 3,155,706 shares of common stock held by such persons; (2) 565,126 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 1,913,681 shares of common stock; and (4) 1,080,864 RSUs that will vest within 60 days after March 9, 2021.

16        Notice and Proxy Statement 2021

Notice and Proxy Statement 2021        17

Title: Chief Executive
Officer, President and
Director

Age: 65

Board Committees:

•  None

C. William Eccleshare

Professional Experience:

Mr. Eccleshare has served as our Chief Executive Officer and President 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.

Title: Director

Age: 58

Board Committees:

•  Compensation

•  Nominating and
Corporate Governance

Lisa Hammitt

Professional Experience:

Ms. Hammitt has served as the Executive Vice President, Artificial Intelligence and Chief Technology Officer at Davidson Technologies since 2020. Prior to joining Davidson Technologies, Ms. Hammitt served as the Global Vice President, Data and Artificial Intelligence at VISA Inc., a credit card processing and data services company from 2017 to 2020. 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 a board member of Quantum Thought and Glassbox. She also holds board advisor and advisor seats at Sumo Logic and Brighton Park Capital. Ms. Hammitt received BA from UC Berkeley in French and Economics, completed graduate course work in Artificial Intelligence at Stanford University and received executive education at Harvard Business School.

Qualifications:

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

18        Notice and Proxy Statement 2021

Title: Director

Age: 65

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.

Title: Director

Age: 60

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. Mr. King has served as a director of Concord Acquisition Corp. since March 2020, and as director of Radius Global Infrastructure, Inc. since November 2020. 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.

Notice and Proxy Statement 2021        19

Title: Chair

Age: 57

Board Committees:

•  None

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.

Title: Director

Age: 49

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.

20        Notice and Proxy Statement 2021

Title: Director

Age: 57

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 Cengage Learning Holdings II, Inc., Momentive Performance Materials 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: 59

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.

Notice and Proxy Statement 2021        21

Title: Director

Age: 39

Board Committees:

•  Compensation

•  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. as well as the partner/co-Founder of Casa Komos Beverage Group. 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.

22        Notice and Proxy Statement 2021

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.

The significant events of 2020 resulted in a myriad of unforeseen challenges for Clear Channel Outdoor’s employees, customers, audiences, and the communities in which we operate. Even as we write this message today, the full impact of the devastating COVID-19 pandemic is still unknown. While our business performance was negatively impacted by COVID-19, our senior leadership team displayed exceptional performance throughout 2020 in managing the Company in the face of the pandemic, efficiently transitioning the majority of our employees to a work-from-home environment and pivoting safely back to return-to-office, where possible. In fact, the team took decisive actions to strengthen our current and future market position, including:

•   Executed targeted cost reduction and rightsizing efforts to restructure and align operations with market conditions;

•   Strengthened relationships with customers through elevated collaborations demonstrating our ability to capture audiences on the move;

•   Invested in the right technologies to strengthen our competitive offering and the power of our assets;

•   Continued site lease contract renegotiations which generated rent abatements of $28 million in Q4 and $78 million for the full year;

•   Continued to win significant new contracts such as the largest US concession in NY/NJ and major wins in Europe including Madrid, Rome and Hammerson Malls and Leicester in the UK;

•   Expanded our data analytics, digital platform capabilities and strategic RADAR partnerships;

•   Divested China operations and further enhanced liquidity and capital structure flexibility; by

^○   Issuing $375M of 6.625% Senior Secured Notes through our wholly owned indirect subsidiary Clear Channel International B.V.;

^○   Making a cautionary draw of $150M in March under our Revolving Credit Facility; and

^○   Amending the Revolving Credit Facility in June to provide covenant flexibility through a waiver of the springing First Lein Leverage Ratio;

•   Completed the Separation from and terminating the Transition Services Agreement with iHeartMedia; and

•   Positioned to emerge from the pandemic a stronger and more flexible company

The compensation determinations for our NEOs in 2020 were based in part on these proactive actions, and in part by the negative impact of COVID-19 on our financial performance. The Compensation Committee, in conjunction with our independent compensation consultant, decided not to adjust the financial goals under our annual incentive plan, which resulted in below “threshold” level performance on these metrics. In fact, the only payouts under our annual plan were attributable to the over-achievement of individual performance objectives during the year. Further, as a cost saving measure all Clear Channel Outdoor NEOs agreed to forego a portion of their base salary during 2020.

We also continued to evaluate and evolve our compensation and governance practices as a stand-alone, independent public company to support the objectives of the business, align with our compensation philosophy and prevailing market practices, and provide incentive to deliver key financial metrics that are explicitly linked with stockholder value creation. We awarded long-term incentive awards in October 2020 with half of the grant tied to aggressive relative total shareholder return goals – requiring 60^th percentile performance just to receive a “target” payout. We also recently implemented a new “clawback” policy that applies to both cash and equity-based incentives.

Notice and Proxy Statement 2021        23

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

24        Notice and Proxy Statement 2021

C. William Eccleshare

Brian D. Coleman

Scott R. Wells

Lynn A. Feldman

Jason A. Dilger

Notice and Proxy Statement 2021        25

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.

Factors that Guided Total Compensation Decisions

•  Our executive compensation philosophy

•  Degree of achievement of key strategic financial and operational goals for 2020 (for annual incentive award payments made in early 2021 and equity grant decisions)

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

•  Advice of an independent compensation consultant

•  Market pay practices

•  Historical Clear Channel Outdoor compensation

•  The impact of the COVID-19 pandemic on our employees, business and industry

26        Notice and Proxy Statement 2021

Key 2020 Compensation Decisions

See page 32 for more information

Base Salary Decisions

Effective February 4, 2020, Ms. Feldman received a base salary increase of 20%, which was applied retroactively to January 1, 2020, to move her salary toward the 50^th percentile of our peer group and to reflect her strong performance in her role. Ms. Feldman’s increase was contingent upon her agreeing to extend the term of her employment contract.

Further, as a cost saving measure, for the period of April 1 – June 30, 2020, all Clear Channel Outdoor NEOs agreed to take a temporary reduction in base salary

•  Messrs. Eccleshare and Wells agreed to forego 30% of their base salary for this time period

•  Messrs. Coleman and Dilger and Ms. Feldman agreed to forego 20% of their base salary for this time period

2015 Executive Incentive Plan (Annual Incentive Plan) Decisions

As a result of below threshold business performance across both the Americas and Europe business units, our NEOs received a 0% payout for the portion of their annual incentive payouts attributable to Company Adjusted EBITDA target (equal to 70% of total target annual incentive payout). This was offset by the extraordinary effort and achievements throughout the year related to maintaining and driving the business through the pandemic and the over-achievement of the individual performance objectives approved in early 2020 and supplemented in mid-2020. As a result, our NEOs each earned total annual incentive payouts equal to 45% of their individual target opportunities, paid in March 2021.

Equity Grant Decisions

On October 20, 2020, Messrs. Eccleshare, Wells, Coleman and Dilger and Ms. Feldman received equity grants with a fair market value ranging from $193,204 to $1,449,029. 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 value of certain equity grants made in prior years and market practices for comparable positions. With this grant, we are continuing to move closer to market median grant values for each individual’s position.

The October 20, 2020 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 2021, 2022 and 2023. 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, 2020 through March 31, 2023. These October 2020 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.

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.

Notice and Proxy Statement 2021        27

In support of our pay-for-performance philosophy and achievement of strong Company results, the majority of the total compensation opportunity that our President and 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 79% of his annualized total direct compensation opportunity (base salary, target annual incentive award and the annualized value of recent equity grants) is at-risk, as shown below. This is aligned with our media industry peers. On average, the annualized total direct compensation “at risk” for our NEOs other than Mr. Eccleshare is approximately 66%.

The majority of annualized total direct compensation for our NEOs — approximately 79% for our President and CEO and on average 66% 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 2020 compensation mix. These annualized values reflect the sum of the full grant date fair value of October 20, 2020 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.

Element

Annual Incentive Plan

(Short-term)

70% based on achievement of Plan Adjusted EBITDA²

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 2020 annual grant, the time horizon for the vesting of the October 20, 2020 equity awards was 2.5 years.

Plan Adjusted EBITDA is defined as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs, which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs; excluding bonus expenses.

28        Notice and Proxy Statement 2021

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

ü  Require reimbursement or forfeiture of any excess incentive compensation in the case of an accounting restatement resulting from fraud or misconduct

×   No across-the-board base salary increases

×   No guaranteed bonus payments

×   No hedging or pledging of equity

×   No re-pricing of stock options

×   No tax gross ups upon a change of control

×   No excessive perquisites

×   No supplemental executive retirement plans

Notice and Proxy Statement 2021        29

STEP 2:
Compensation Committee Decisions

In October of each year, management, including the Chief Executive Officer, provides recommendations to the Compensation Committee on the compensation of the NEOs. The 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 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 2021

To help ensure we provide our NEOs with fair and market-competitive compensation and to support retention of our key leaders, we annually review the compensation we offer our executives against executives within our peer group of companies. In 2020 we worked with our independent compensation consultant Willis to update our peer group. Our peer group review consisted of a multi-dimensional analysis whereby we selected companies determined to be:

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 - generally 0.5x - 2.5x that of Clear Channel, as well as 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

2020 Executive Compensation Peer Group

AMC Networks, Inc.

Entercom Communications Corp.

Gannett Co., Inc.

Gray Television, Inc.

Lamar Advertising Company

MDC Partners, Inc.

Meredith Corporation

Nexstar Media Group, Inc.

Nielsen Holdings plc

Outfront Media, Inc.

Quad/Graphics, Inc.

Sinclair Broadcast Group, Inc.

Sirius XM Holdings, Inc.

TEGNA, Inc.

The New York Times Company

In consultation with the Compensation Committee, management conducted an assessment of whether our compensation policies and practices encourage excessive or inappropriate risk taking by employees, including employees other than our NEOs. The assessment analyzed the risk characteristics of our business and the design and structure of our incentive plans and policies.

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 2021        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 2021

2019

Salary

Contractural
2020

Salary

C. William Eccleshare

Brian D. Coleman

Scott R. Wells

Lynn A. Feldman

Jason A. Dilger

Ms. Feldman received a base salary increase on January 1, 2020 from $500,000 to $600,000.

Chief Executive Officer: 145% of his target opportunity

All other NEOs: 200% of their target opportunity

Notice and Proxy Statement 2021        33

Annual Incentive Plan Financial Measure

In 2020, we began to present Adjusted EBITDA in lieu of OIBDAN as an externally reported measure of performance because we believe Adjusted EBITDA helps investors better understand our operating performance as compared to other outdoor advertisers, it is widely used in practice and it is one of the primary measures used for planning and forecasting of future periods. Accordingly, we began to use Adjusted EBITDA for measuring performance for compensation of executives and other members of management in 2020.

(1)  2020 CCOH Adjusted EBITDA shown does not include China. The CCOH target that was approved by the Compensation Committee in early 2020 was $726.4M and included China.

The financial objectives for Messers. Eccleshare and Coleman were based on Clear Channel Outdoor (CCOH) Adjusted EBITDA

Mr. Wells’ financial objective was based on CCOA Adjusted EBITDA

The financial objectives for Ms. Feldman and Mr. Dilger were based on achievement of Clear Channel Outdoor (CCOH) and CCOA Adjusted EBITDA (with the weighting split 35% on each)

34        Notice and Proxy Statement 2021

Lead the Company’s international divisions through reorganization and change

Lead and collaborate to advance CCOA strategy, including through growth of CCOA EBITDA ahead of revenue, support of key investments within the division and advancement of key cultural and talent initiatives across the Company

Continue to implement the investor relations strategy in alignment with corporate transactions with a view of reinforcing the positive messages to investors and markets on the impact of corporate transactions on the remaining organization and share price; and

Continue to set the tone from the top on compliance and support all related initiatives throughout the organization

Achieve aggregated divisional financial goals for the second half of 2020 of $147.2 million

Manage costs effectively and continue to support efforts to address our capital structure

Develop and implement operating plan for all divisions in response to the COVID-19 impact aligned to the CCOH strategy; and

Focus on CCOH leadership and stability during the COVID-19 crisis

Complete IT-focused separation and migration activities

Lead/support various processes to optimize desired outcome of strategic initiatives

Manage capital structure and ensure adequate corporate liquidity; and

Maintain operational excellence by ensuring that the Company’s financial units are strategically aligned and performing effectively

Manage relationships with external financial and shareholder advisory firms

Notice and Proxy Statement 2021        35

Expand liquidity reporting during COVID-19 pandemic

Enhance communication with corporate CCOH staff in work-from-home environment; and

Expand direct communication with CCOH internal auditors

Drive cultural change to embrace a growth-centric approach, including through growth of CCOA EBITDA ahead of revenue

Continue momentum of largest clients through the execution of growth plans

Enhance digital tool set, communicate capabilities and use innovation to grow customer base

Drive local sales growth

Shepherd major investment opportunities to successful outcomes; and

Promote winning culture and continue to drive high talent standards

Exceed second half EBITDA commitments

Close at least one direct-to-client big idea or political campaign

Lead a return-to-office effort that maximizes the agility of the business while respecting employees’ health needs

Stand up a strong diversity and inclusion advisory board and complete initial project prioritization of same; and

Accelerate orders development work

Deliver on corporate transactions

Manage board management and corporate secretarial functional improvements

Drive continued improvements around CCOH public company disclosures

Continued development of compliance program; and

Continued development of legal support for programmatic/RADAR initiatives and digital conversion

36        Notice and Proxy Statement 2021

Adapt remote/digital approach to shareholder and quarterly/periodic Board meetings;

Support renegotiations work during the course of 2020;

Implement seamless work-from-home and return-to-office protocols throughout US;

Work with CCOA/H to implement diversity & inclusion initiatives, including stand-up of diversity & inclusion council; and

Devise and implement revised LTI strategy

Drive operational excellence within the global accounting function;

Lead accounting and business services teams through final phases of separation activities;

Manage Workday financial system implementation;

Enhance and broaden business services functions; and

Support capital markets transactions and other strategic initiatives

Provide capital market, liquidity and strategic transaction support brought by COVID-19

Complete Workday financial and reporting structure enhancements while supporting work from home necessities due to COVID-19; and

Lead timely return-to-office initiative in alignment with COVID-19 evolution enabling staff to remain nimble, productive and safe

Executed targeted cost reduction and rightsizing efforts to align operations with market conditions;

Strengthened relationships with customers through elevated collaborations demonstrating our ability to capture audiences on the move;

Invested in the right technologies to strengthen our competitive offering and the power of our assets;

Notice and Proxy Statement 2021        37

Continued to win significant new contracts such as the largest US concession in NY/NJ and major wins in Europe including Madrid, Rome and Hammerson Malls and Leicester in the UK;

Expanded our data analytics, digital platform capabilities and strategic RADAR partnerships;

Divested China operations and further enhanced liquidity and capital structure flexibility;

Completed the Separation from and terminating the Transition Services Agreement with iHeartMedia; and