A LETTER FROM OUR CEO

AND INDEPENDENT CHAIR OF OUR 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 Experience and Core Competencies

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

Pay Versus Performance

Policy on Review and Approval of Transactions With Related Persons

Certain Relationships and Related Party Transactions

Notice and Proxy Statement 2023

Notice and Proxy Statement 2023

Date and Time:

Wednesday,

May 3, 2023 at

9 a.m. Eastern Time

Location:

meetnow.global/MTUQGHX

Record Date:

March 7, 2023

Proxy Mail Date:

On or about

March 22, 2023

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

  Matter

Page Reference

(for more details)

FOR

FOR

Advisory Vote on the Future of Advisory Votes on Executive Compensation

Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2023

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Name

John Dionne

Lisa Hammitt

Andrew Hobson

Thomas C. King

Joe Marchese

W. Benjamin Moreland «

Mary Teresa Rainey

Scott R. Wells

Jinhy Yoon

Board Practices

✓  7 out of 9 of our directors are independent.

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

✓  All of our directors are 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 and, if necessary, amended annually.

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

✓  The Nominating and Corporate Governance Committee oversees an annual self-evaluation process for the Board and each standing committee of the Board and is responsible for proposing any modification or alterations to 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 Clear Channel Outdoor employees, as well as our executive officers and our directors, reinforces our core values and helps drive our workplace culture of compliance with ethical standards, integrity and accountability.

✓  We have made a strong commitment to Corporate Social Responsibility and strengthening the Company’s Environmental, Social and Governance (“ESG”) program. For more details, please see “Corporate Social Responsibility and Environmental, Social and Governance Initiatives“ in this Proxy Statement and our 2022 ESG Report, which is available on our website at www.investor.clearchannel.com.

Notice and Proxy Statement 2023        iii

Environmental

Social

Governance

•  Group-wide commitment to become Carbon Net Zero by 2050, with certain business units on track to achieve this target across direct emissions (Scope 1 and Scope 2) by 2030;

•  Measuring our carbon emissions across the Company to help track our progress against our Carbon Net Zero target;

•  Publishing our global Environmental Policy in 2022, which describes the commitments of our environmental program;

•  Conducting life cycle assessments of key products by engaging environmental consultants to evaluate the environmental impact of our products and production processes;

•  Requiring environmental contractual obligations and environmental impact assessments for certain suppliers in our supply chain; and

•  Developing and implementing an environmental strategy that includes both a company-wide Environmental Policy and environmental program

•  Continuing our efforts on diversity and inclusion (“D&I”) with regular D&I training and by establishing D&I committees across all of our regions;

•  Establishing regional and local engagement programs to increase and support diversity across CCOH, including:

(i) the Executive Diversity Advisory Council in the U.S., which is sponsored by executive management and works to advance CCOA’s D&I efforts with respect to the workforce, workplace and local communities;

(ii) Clear Channel UK’s People with Disabilities Crew, which promotes and supports disabled talent, and Culture Crew, which celebrates and highlights diverse ethical and cultural backgrounds; and

(iii) Implementing employee surveys across multiple regions and business units to gather insights on diversity and inclusion

•  Annual Board and committee self-evaluations;

•  Board led by an independent, non-executive Chair;

•  Annual election of all of CCOH’s directors;

•  Periodic executive sessions of non-management and/or independent directors;

•  Fully independent Audit, Compensation and Nominating and Corporate Governance Committees, as defined by NYSE listing standards and applicable SEC rules;

•  Service on more than three public boards or audit committees subject to notifying the Chairman of the Board prior to accepting a new public board position to ensure effectiveness and minimize potential conflict of interests;

•  Diversity of ages of directors (41-67 years old);

•  Approximately 33% of CCOH’s directors are female and

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and targets, as well as environmental initiatives tailored to specific regions by specific business units. Select examples include:

•  Up to 98% of Clear Channel Outdoor Americas’ (“CCOA”) digital billboards components are estimated as recyclable. CCOA has converted 99% of all metal halide and fluorescent fixtures in its billboards to more energy-efficient LED lighting.

•  In 2022, Clear Channel United Kingdom purchased all electricity for use in its premises and street furniture from 100% renewable sources.

•  Clear Channel Europe has agreed to contract with renewable energy providers in all new energy contracts (from 2021 onward).

•  Clear Channel Europe has introduced hybrid and electric vehicles in key fleets.

•  Clear Channel Europe has developed auto-dimming backlights to dim and turn off the backlights on displays to reduce power consumption in digital assets during quiet periods.

preferences and to help guide and prioritize our efforts;

•  Seeking to support efforts to increase social and racial justice and equality by providing free media space and charitable contributions and engaging in collaborations with charity partners;

•  Helping local and national governments and nongovernmental organizations to make public safety announcements, including in response to COVID-19 and the war in Ukraine;

•  Adopting our Supplier Code of Conduct and implementing contractual clauses used across our business, requiring key suppliers to operate at a high ethical standard;

•  Establishing policies on nondiscriminatory compensation and hiring practices that prohibit discriminatory employee reward decisions based on an employee’s intersectionality (e.g., gender, race, class, caste, sexuality, religion, disability or physical appearance);

•  Adopting a Global Human Rights Policy that details our position on human rights, with annual trainings required for all employees;

•  Working to promote the health and safety of our employees, including our field workers, by developing safety programs and systems that are regularly inspected and independently audited; and

•  Seeking to improve the mental health of our employees with mental health programs across our regions, including our Mental Health Allies program.

approximately 11% of CCOH’s directors are racially diverse;

•  Annual Say-On-Pay voting;

•  Focusing on data privacy and cybersecurity through impact assessments and cybersecurity programs and policies, auditing and annual cyber security awareness training, all overseen by our dedicated Privacy Office (including a European/UK Chief Data Protection Officer) and cybersecurity teams; and

•  Robust internal governance program for employees, executives and directors, underpinning our Code of Business Conduct and Ethics with mandatory regular training, due diligence and risk management programs tailored to each division and a global anti-corruption and sanctions program, all supported by an independent whistleblowing hotline.

Notice and Proxy Statement 2023        v

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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, which will take place on May 3, 2023. 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 PHYSICAL PROXY MATERIALS?

As permitted by U.S. 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 how to 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 via the Internet. The notice also instructs you on how you may submit your proxy via the Internet or by telephone. If you received a notice by mail and would like to receive a printed copy of our proxy materials, please 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;

the approval of an advisory vote on the frequency of future advisory votes 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, 2023.

WHICH OF MY SHARES MAY I VOTE?

All shares of common stock owned by you as of the close of business on the Record Date may be voted by you. These shares include shares that are: (i) held directly in your name as the stockholder of record and (ii) held for you as the beneficial owner through a broker, bank or other nominee. As of the Record Date, there were 477,438,803 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 2023        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” (as 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, the advisory vote on executive compensation or the advisory vote on the frequency of future advisory votes on executive compensation. Your broker will send you directions on how you can instruct your broker to vote. Broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting and will have no effect on the vote on any of the proposals at the Annual Meeting.

HOW CAN I ATTEND THE ANNUAL MEETING?

We are hosting the Annual Meeting by means of a live webcast to enable attendance by a large number of stockholders and to embrace the latest technology to provide ease of access, real-time communication and cost savings for us and our stockholders. Hosting a virtual meeting makes it easier for our stockholders to participate from any location around the world and provides those of our stockholders who would otherwise not be able to attend the meeting the opportunity to do so. 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.

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HOW CAN I PARTICIPATE IN THE VIRTUAL ANNUAL MEETING?

If you are a stockholder as of the Record Date and have logged in using your control number, you may submit a question at any point during the meeting (until the floor is closed to questions) by typing your question on the Q&A tab and clicking “Send”. Shareholder questions or comments are welcome, but we will only answer questions pertinent to Annual Meeting matters, subject to time constraints. Questions regarding personal matters and statements of advocacy are not pertinent to Annual Meeting matters and therefore will not be addressed. Questions or comments that are substantially similar may be grouped and answered together to avoid repetition. Rules of Conduct applicable to the Annual Meeting will be accessible on the virtual meeting website during the Annual Meeting. The audio broadcast of the Annual Meeting will be archived at https://edge.media-server.com/mmc/p/sgou94gj for at least one year.

WHAT IF I RUN INTO TECHNICAL ISSUES WHILE TRYING TO ACCESS THE ANNUAL MEETING?

The virtual meeting platform is supported across browsers and devices running the most updated version of applicable software and plug-ins. Participants should give themselves plenty of time to log in and ensure that they have a strong internet connection and that they can hear streaming audio prior to the start of the Annual Meeting.

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 control 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 2, 2023.

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 control 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 2, 2023.

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 proxy card where indicated on the proxy card and by mailing or otherwise

Notice and Proxy Statement 2023        3

returning the proxy card in the envelope that will be provided to you therewith. 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), please 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 WITHHOLD MY VOTE, ABSTAIN FROM VOTING OR THERE ARE BROKER NON-VOTES 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.

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

WHAT ARE THE VOTING RECOMMENDATIONS OF THE BOARD OF CLEAR CHANNEL OUTDOOR?

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

the nominees for director named in this Proxy Statement;

the approval of the 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, 2023.

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. This means that the director nominees receiving the highest number of “FOR” votes will be elected as directors. 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, 2023 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. With respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Board will consider the frequency that receives the highest number of votes to be the frequency selected by our stockholders, regardless of whether that frequency receives a majority of the votes cast.

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WHAT HAPPENS IF A NOMINEE FOR DIRECTOR IS UNABLE TO STAND FOR ELECTION DUE TO UNFORESEEN CIRCUMSTANCES?

If you vote by proxy and unforeseen circumstances make it necessary for the Board to substitute another person for a nominee, the designated proxy will vote your shares for that other person.

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 Annual Meeting for those attending the Annual Meeting and, additionally, for ten days prior to the Annual 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 (i) mailing a proxy card dated later than your last submitted proxy card, (ii) authorizing a new proxy to vote on a later date on the Internet or by telephone (it being understood that only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), (iii) notifying the Corporate Secretary of Clear Channel Outdoor in writing or (iv) voting during the Annual Meeting. If your shares are held beneficially in “street name”, you should follow the instructions provided by your broker, bank 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 will then publish final results in a Current Report on Form 8-K, which we anticipate filing with the SEC by May 9, 2023.

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

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

WILL THE ANNUAL MEETING BE RECORDED?

A replay of the meeting will be made available at www.envisionreports.com/cco.

Notice and Proxy Statement 2023        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 twelve-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.

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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 that, in any of the last three fiscal years, exceeds the greater of $1,000,000 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 that, in any of the last three fiscal years, exceeds the greater of $1,000,000 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.

a subsidiary of a company for which Mses. Hammitt and Yoon serve as chairwoman and director, respectively, paid us approximately $48,206 during 2022 for outdoor advertising services;

a family member of Ms. Hammitt is employed by a company, which paid us approximately $47,482 during 2022 for outdoor advertising services;

a company for which Mr. Hobson serves as chairman of the board of directors paid us $12,845 during 2022 for outdoor advertising services;

a company for which Mr. King serves as a director paid us approximately $188,489 during 2022 for outdoor advertising services;

a company for which Mr. Marchese serves as a director paid us approximately $1,102,691 during 2022 for outdoor advertising services;

a client of a company for which Mr. Marchese serves as the chief executive officer paid us approximately $3,960 during 2022 for outdoor advertising services;

two charitable organizations with which Mr. Marchese is affiliated paid us approximately $3,221 and $90,000, respectively, during 2022 for outdoor advertising services;

a company for which Mr. Moreland serves as a director paid us approximately $97,099 during 2022 for ordinary course easements, and we paid that company approximately $2,400 for ordinary course site leases; and

a hospital system for which Mr. Moreland serves as a director paid us approximately $1,352,797 during 2022 for outdoor advertising services.

Notice and Proxy Statement 2023        7

Audit    

Committee     

Compensation      

Committee    

Scott R. Wells

John Dionne

Lisa Hammitt

Andrew Hobson

Thomas C. King

Joe Marchese

W. Benjamin Moreland «

Mary Teresa Rainey

Jinhy Yoon

Meetings Held in 2022

5

7

4

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;

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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;

prepare the Audit Committee report for inclusion in Clear Channel Outdoor’s annual proxy statement;

review information technology procedures and controls, including as they relate to data privacy and cyber-security; and

review with management and the Chief Legal Officer 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;

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

Notice and Proxy Statement 2023        9

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

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

review and make recommendations about the Company’s strategies, policies and procedures with respect to human capital management; 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 ESG policies and practices in order to manage risk, lay a foundation for sustainable growth and effectively communicate ESG initiatives to stakeholders.

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Notice and Proxy Statement 2023        11

Mr. Moreland has been our independent Chair since May 2019. The Board views the independent Chair as a liaison between the Board and the Company’s Chief Executive Officer and other members of management and believes the powers and authority of the Chair strengthen the Board’s role in risk oversight. Mr. Moreland exercises effective leadership and sets the tone at the top. He leverages, from multiple leadership positions on boards of large public companies, his breadth of experience in oversight areas, including in financial and transactional matters, as well as his strategic insight to strengthen independent oversight of management.

Our independent Chair has power and authority to do the following:

•   preside at all meetings of non-management directors when they meet in executive session without management participation;

•   set agendas, priorities and procedures for meetings of non-management directors meeting in executive session without management participation;

•   add agenda items to the established agenda for meetings of the Board and its committees;

•   request access to the Company’s management, employees and its independent advisers for purposes of discharging his duties and responsibilities as a director; and

•   retain independent outside financial, legal or other advisors at any time, at the expense of the Company, on behalf of the Board or any committee or subcommittee of the Board.

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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.

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Governance Guidelines

Board Committee Charters

Audit Committee Charter

Compensation Committee Charter

Nominating and Corporate Governance Committee Charter

Code of Business Conduct and Ethics

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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

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Notice and Proxy Statement 2023        17

  Name and Address of

  Beneficial Owner^(a)

Holders of More than 5%:

PIMCO^(c)

Ares Management^(d)

The Vanguard Group^(e)

BlackRock, Inc.^(f)

Named Executive Officers, Executive Officers and Directors:

Scott R. Wells^(g)

Brian D. Coleman^(h)

Lynn A. Feldman⁽ⁱ⁾

Jason A. Dilger^(j)

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 Exchange Act.

As reported on a Form 4 filed on June 2, 2022. According to the reporting person’s Schedule 13D/A filed on August 2, 2019, the shares of Clear Channel Outdoor’s common stock reflected above may be deemed to be beneficially owned by one or more of the following persons: PIMCO Income Fund, Global Investors Series plc 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 Form 4 filed on February 2, 2023. According to the reporting person’s Schedule 13D/A filed on January 24, 2023, the shares of Clear Channel Outdoor’s common stock reflected above may be deemed to be beneficially 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 II Holdings I, L.P., ASOF II A (DE) Holdings I, L.P., ASOF Investment Management LLC, ACOF VI Holdings, L.P., ACOF Investment Management LLC, Ares Management

18        Notice and Proxy Statement 2023

As reported on a Schedule 13G/A filed with respect to Clear Channel Outdoor’s common stock on February 9, 2023. 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. The business address of each reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

As reported on a Schedule 13G/A filed with respect to Clear Channel Outdoor’s common stock on February 9, 2023. 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 BlackRock, Inc. and its wholly owned subsidiaries, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Fund Advisors and BlackRock Fund Managers Ltd. The business address of each reporting person is BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

Represents 1,165,077 shares of common stock, vested stock options representing 317,368 shares of common stock and 418,387 unvested RSUs that will vest within 60 days of March 7, 2023. Excludes 600,000 unvested performance units that could vest within 60 days of March 7, 2023, assuming they are earned at target payout.

Represents 599,371 shares of common stock, 52,301 shares of restricted stock and 317,894 unvested RSUs that will vest within 60 days of March 7, 2023. Excludes 500,000 unvested performance units that could vest within 60 days of March 7, 2023, assuming they are earned at target payout.

Represents 416,119 shares of common stock, 20,921 shares of restricted stock, vested stock options representing 11,043 shares of common stock and 226,468 unvested RSUs that will vest within 60 days of March 7, 2023. Excludes 350,000 unvested performance units that could vest within 60 days of March 7, 2023, assuming they are earned at target payout.

Represents 156,331 shares of common stock, vested stock options representing 12,410 shares of common stock and 74,650 unvested RSUs that will vest within 60 days of March 7, 2023. Excludes 100,000 unvested performance units that could vest within 60 days of March 7, 2023, assuming they are earned at target payout.

Represents 283,552 shares of common stock held by Mr. Dionne as of March 7, 2023.

Represents 167,551 shares of common stock held by Ms. Hammitt as of March 7, 2023.

Represents 435,758 shares of common stock held by Mr. Hobson as of March 7, 2023.

Represents 358,572 shares of common stock and 13,571 unvested RSUs that will vest within 60 days of March 7, 2023.

Represents 369,854 shares of common stock and 13,214 unvested RSUs that will vest within 60 days of March 7, 2023.

Represents 1,216,968 shares of common stock and 17,857 unvested RSUs that will vest within 60 days of March 7, 2023.

Represents 235,758 shares of common stock held by Ms. Rainey as of March 7, 2023.

As of March 7, 2023, includes common stock beneficially owned by all of our directors and executive officers as a group as follows: (1) 5,670,822 shares of common stock held by such persons; (2) 73,222 shares of restricted stock held by such persons; (3) vested stock options representing 352,222 shares of common stock; and (4) 1,211,332 RSUs that will vest within 60 days after March 7, 2023. Excludes 1,700,000 unvested performance units that could vest within 60 days of March 7, 2023, assuming they are earned at target payout.

Notice and Proxy Statement 2023        19

20        Notice and Proxy Statement 2023

Notice and Proxy Statement 2023        21

Director

Age: 59

Board Committees:

•  Audit

•  Nominating and
Corporate Governance

John Dionne

Mr. Dionne has served a Senior Advisor to the Blackstone Group L.P. (NYSE: BX), an investment firm, since July 2013 and a Senior Lecturer in the Finance Unit at the Harvard Business School since January 2014. He previously served as a director of Caesars Entertainment Corporation (NASDAQ: CZR), a large casino-entertainment company, from October 2017 to July 2020, and currently serves as a director of Cengage Learning Holdings II, Inc. and Pelmorex Corp. Until he retired from his position as a Senior Managing Director of Blackstone, Mr. Dionne was most recently its 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 PricewaterhouseCoopers.

Qualifications and Expertise Provided to Our Board

•  Extensive financial experience, including overall leadership of global fundraising efforts of over $25 billion for private equity investment vehicles at Blackstone Group L.P., and management of Blackstone Distressed Securities Firm with peak assets under management of over $2 billion, which provide valuable insights to the Company.

•  Previously was a Chartered Financial Analyst and Certified Public Accountant.

•  Significant experience as a director of many companies and not-for-profit institutions.

Education

•  B.S. Magna Cum Laude in Accounting, Economics and Finance, The University of Scranton

•  M.B.A., academic honors, Harvard Business School

22        Notice and Proxy Statement 2023

Director

Age: 60

Board Committees:

•  Compensation

•  Nominating and
Corporate Governance

Lisa Hammitt

Ms. Hammitt has served as Chairwoman of the board of directors of Intelsat, S.A., a multinational satellite services provider headquartered in Luxembourg, since March 2022. Previously, Ms. Hammitt served as the Executive Vice President, Artificial Intelligence and Chief Technology Officer at Davidson Technologies from October 2020 to December 2022. Prior to joining Davidson Technologies, Ms. Hammitt served as the Global Vice President, Data and Artificial Intelligence at VISA Inc. (NYSE: V), a leading global credit card processing and data services company, from December 2017 to June 2020. Ms. Hammitt served as the Chief Executive Officer and Founder of Beseeq, Inc., an artificial intelligence-driven advertising start-up, from September 2016 to December 2017. Ms. Hammitt served as Vice President of Cloud Marketplace and SaaS at IBM Corporation (NYSE: IBM), a multinational computer hardware, software and service company, from June 2015 to August 2016. Prior to IBM, Ms. Hammitt was a Vice President of Business Operations for Salesforce Community Cloud, an online brand platform of Salesforce, Inc. (NYSE: CRM), a leading SaaS services company, from August 2012 to May 2015. Before Salesforce, she headed mergers and acquisitions in Information Management and Cloud Computing at IBM and HP Inc. (NYSE: HPQ). Ms. Hammitt has served as a board member of QuSecure, a leading post-quantum cybersecurity company, since January 2023 and Glassbox Ltd, a London-based software company, since June 2021. Ms. Hammitt also holds an advisor seat at Brighton Park Capital, an investment firm specializing in software, information services and technology-enabled services.

Qualifications and Expertise Provided to Our Board

•  Broad experience and knowledge base in artificial intelligence and advertising.

•  Track record of developing $100 million+ businesses.

•  Broad executive experience in various roles at multinational companies.

Education

•  B.A. in French and B.A. in Economics, University of California, Berkely

•  Graduate Coursework in Artificial Intelligence, Stanford University

•  Executive Education, Harvard Business School

Notice and Proxy Statement 2023        23

Director

Age: 61

Board Committees:

•  Audit

Andrew Hobson

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. (now known as TelevisaUnivision, Inc.), a television and radio broadcasting 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. (NASDAQ: CMLS), a prominent audio-first media and entertainment company, since June 2018.

Qualifications and Expertise Provided to Our Board

•  Extensive experience in the media industry.

•  Deep experience in finance and accounting, including leading and structuring transactions in capital structures across varying economic cycles, and overseeing financial reporting, tax, capital allocation, financial and strategic planning.

•  Strong experience and service as a public company board member, including as chairman.

•  30-year career building and leading teams of finance executives and raising billions in debt and equity financing.

Education

•  B.S.E in Finance and B.S.E in Accounting, magna cum laude, University of Pennsylvania, The Wharton School

24        Notice and Proxy Statement 2023

Director

Age: 62

Board Committees:

•  Compensation

Thomas C. King

Mr. King has served as an Operating Partner at Atlas Merchant Capital, a global private equity fund, since November 2018. From December 2009 through March 2016, Mr. King held several senior roles at Barclays PLC (NYSE: BCS), an international 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 LLC, a leading investment bank focused on the healthcare and life science industries, 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. Previously, Mr. King served as a director of Concord Acquisition Corp from December 2020 until December 2022 and a director of Concord Acquisition Corp II from August 2021 to January 2023. Mr. King has served as a board member of Concord Acquisition Corp III (NYSE: CNDB), a blank check company, since November 2021, Radius Global Infrastructure, Inc. (NASDAQ: RADI) an international aggregator of rental streams underlying wireless and other digital infrastructure sites, since February 2020, and SVB Financial Group (NASDAQ: SIVB) since September 2022.

Qualifications and Expertise Provided to Our Board

•  Extensive experience in investment banking, mergers and acquisitions, and corporate finance.

•  Maintains strong knowledge of the financial markets.

•  Extensive experience and service as a public company board member.

Education

•  B.A. in Economics, Bowdoin College

•  M.B.A in Finance, University of Pennsylvania, The Wharton School

Notice and Proxy Statement 2023        25

Director

Age: 41

Board Committees:

•  Compensation

•  Nominating and
Corporate Governance

Joe Marchese

Mr. Marchese served as the Chief Executive Officer of Attention Capital, a media and technology holding company, since August 2019. Mr. Marchese is also the Co-Founder and Executive Chairman of Human Ventures, a leading start-up studio and venture fund, since February 2015 and has served as Partner/Co-Founder of Casa Komos Brands Group, a portfolio of elevated hospitality brands, since 2019. From 2015 to 2019, he served as President of Advertising Revenue for Fox Networks Group, a television broadcasting company, a role in which he oversaw multi-billion dollar advertising sales, research and innovation for FOX Broadcast, FOX Sports, FS1, FX, FXX and National Geographic. Previously, Mr. Marchese co-founded and served as Chief Executive Officer of true[X], an advertising technology company, from May 2013 until its acquisition by 21st Century Fox in February 2015. Prior to co-founding true[X], Mr. Marchese held various roles as a media executive, management consultant and multiple time entrepreneur. He serves as a board member of Cox Media Group, a large media, news and entertainment company, since February 2020, Groundswell, a philanthropy technology company, since June 2021, and Adelaide, a leading technology company specializing in real-time attention measurement, since June 2022. Mr. Marchese previously served as a member of the board of trustees of the Paley Center for Media, and currently serves as a board member for non-profits, Tribeca Film Institute and Team Rubicon. In 2016, Mr. Marchese was inducted into the American Advertising Federation’s Advertising Hall of Achievement.

Qualifications and Expertise Provided to Our Board

•  Extensive experience and deep knowledge in the advertising industry.

•  Extensive experience in investment strategy.

•  Strong executive and leadership experience.

•  Significant experience as a board member.

Education

•  B.A. in Economics and Finance, Bentley University

26        Notice and Proxy Statement 2023

Chair

Age: 59

Board Committees:

•  None

W. Benjamin Moreland

Mr. Moreland is a private investor and retired Chief Executive Officer 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 to December 2017, President and Chief Executive Officer from July 2008 to May 2016, and Chief Financial Officer from 2000 through 2008. 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 currently serves as a board member of Houston Methodist Hospital.

Qualifications and Expertise Provided to Our Board

•  Diverse executive experience, financial and transactional acumen and strategic insight.

•  Effective leader, setting tone at the top.

•  Extensive breadth of experience in oversight areas.

•  Extensive experience and service as a public company board member. His experiences add deep knowledge and leadership depth to the Board.

Education

•  B.B.A., The University of Texas at Austin

•  M.B.A, The University of Houston

Notice and Proxy Statement 2023        27

Director

Age: 67

Board Committees:

•  Audit

•  Nominating and
Corporate Governance

Mary Teresa Rainey

Ms. Rainey OBE was founder of Rainey, Kelly Campbell Roalfe/Y&R, a major U.K. advertising agency, which is now part of the WPP group, and served as Chief Executive Officer of Rainey, Kelly Campbell Roalfe/Y&R from 1993 to 2003 and Chair from 2003 to 2006. 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 has served 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., since 2015. She is also an investor in Charlotte Street Partners, a U.K.-based public affairs consulting company, and has served as a board member since 2017 and has served as Chair since 2023. She also served as a board member and member of the compensation committee of Pinewood Studios, a U.K. publicly-traded international film studio, from 2015 to 2016. Ms. Rainey also served as Vice Chair of Channel 4 Television, a major U.K. broadcaster, from 2018 to 2021, and previously served on both the audit and ethics committees from 2012 to 2018.

Qualifications and Expertise Provided to Our Board

•   Deep executive and entrepreneurial experiences.

•   Widespread reputation as an internationally respected advertising leader.

•   Significant international business experience that is valuable to the Board’s strategic and operational understanding of global business opportunities.

•   Extensive experience in the advertising industry.

•   Board level experience in various listed companies.

•   Obtained certification related to role of public company boards in ESG.

Education

•   M.A. Hons Graduate Degree, Glasgow University

28        Notice and Proxy Statement 2023

Chief Executive Officer
and Director

Age: 54

Board Committees:

•  None

Scott R. Wells

Mr. Wells has served as our Chief Executive Officer and Director since January 2022. Mr. Wells has also served as Chief Executive Officer of Clear Channel Outdoor Americas, since March 2015. Previously, Mr. Wells served as an Operating Partner at Bain Capital, LP, a leading private investment firm, from January 2011 to March 2015, and Executive Vice President from August 2007 to January 2011. Prior to joining Bain Capital, Mr. Wells held several executive positions at Dell Inc. (NYSE: DELL), including most recently as Vice President of Public Marketing and On-Line in the Americas, from February 2005 to August 2007. Prior to Dell, he was a Partner at Bain & Co from July 2000 to December 2003 and served in other roles there since 1993 where he focused on technology and consumer-oriented companies. He currently serves as Chairman of Achievement Network (ANet), an education-related non-profit, and will become the Chair of the Outdoor Advertising Association of America (OAAA), a national trade association representing out of home advertising companies in March 2023. He is active in a number of community groups and has served on the boards of the American Advertising Federation and the Ad Council.

Qualifications and Expertise Provided to Our Board

•   Extensive knowledge of the Company and important perspectives on the complex financial and operational issues facing the Company.

•   Strategic vision and extensive experience in technology and advertising.

•   Experience highlighting the innovation and embracing technology throughout his career.

•   Extensive business and leadership experience.

Education

•   B.S./B.A., Virginia Polytechnic Institute and State University

•   M.B.A, University of Pennsylvania, The Wharton School

Director

Age: 50

Board Committees:

•  None

Jinhy Yoon

Ms. Yoon has served as an Executive Vice President and Credit Analyst at PIMCO, an investment manager, covering technology, media and telecom companies since January 2010. Prior to joining PIMCO, she was an equity research analyst at J.P. Morgan Securities (NYSE: JPM) 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. Ms. Yoon has served as a board member of Intelsat, S.A., a multinational satellite services provider headquartered in Luxembourg, since February 2022. She is also a retired Certified Public Accountant (CPA) with two years of public accounting experience.

Qualifications and Expertise Provided to Our Board:

•   Extensive investment experience.

•   Broad accounting and legal background providing expertise in governance and financial oversight to the Board.

Education

•   B.B.A, University of Notre Dame

•   J.D., Columbia University School of Law

Notice and Proxy Statement 2023        29

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.

Under the guidance of our executive leadership team, Clear Channel Outdoor experienced a year of strong performance and progress in 2022. Our recovery from the COVID-19 pandemic continued with broad-based demand from advertisers with our results led by digital assets across the Americas and Europe. We continue to innovate in the digital space, leveraging technology investments to modernize the solutions we offer our customers. While other business and macroeconomic challenges have emerged, we continue to operate efficiently and execute on our core strategy.

In addition, 2022 was our first year under new leadership. Effective January 1, 2022, the Board appointed Mr. Scott R. Wells to serve as President and Chief Executive Officer as Mr. C. William Eccleshare stepped into the role of Executive Vice Chairman of the Board. Mr. Wells had served as the Chief Executive Officer of Clear Channel Outdoors America since 2015 and brought that experience and expertise to leading the Company as a whole. In connection with his transition to Chief Executive Officer, Mr. Wells received a base salary increase and a one-time grant of restricted stock units (RSUs) related to his senior leadership transition. In January and October of 2022, the Company also entered into amended and restated employment agreements with Mr. Jason Dilger and Ms. Lynn A. Feldman, which included base salary increases.

The compensation determinations for our NEOs reflect our 2022 performance as well as the many contributions of our leaders to driving the year’s successes. As a result of strong business and individual performance in 2022, all NEOs earned annual incentive payouts between 115% and 118% of their individual target opportunities. All of our NEOs were granted annual grants in 2022. On average, these equity grants consisted of RSUs and PSUs (weighted at 38% and 62%, respectively, of the total grant date fair value) and the grant date fair value of each award was based on each NEO’s performance, their long-term potential, retention considerations and market practices.

We also continued to evaluate our compensation and governance practices 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 are committed to ensuring that our executive compensation programs evolve as necessary to support our business strategy and organizational structure.

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

30        Notice and Proxy Statement 2023

Scott R. Wells

Brian D. Coleman

Lynn A. Feldman

Jason A. Dilger

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, taking into consideration our total shareholder return

•  Degree of achievement of key strategic financial and operational goals for 2022 (for annual incentive award payments made in early 2023 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 and levels

•  Historical Clear Channel Outdoor compensation

•  Senior leadership transitions in early 2022

Notice and Proxy Statement 2023        31

Key 2022 Compensation Decisions

See page 38 for more information

Base Salary Decisions

On July 28, 2021, in connection with his transition from Executive Vice President, Chief Executive Officer Clear Channel Outdoor Americas to Chief Executive Officer (as more fully described below), we entered into an amended and restated employment agreement with Mr. Wells, pursuant to which his base salary was increased from $900,000 to $1,100,000 per annum, effective January 1, 2022.

Effective January 1, 2022, in connection with entering into his amended and restated employment agreement, Mr. Dilger received a base salary increase pursuant to which his annual base salary was increased from $370,000 to $400,000, which was applied retroactively to October 1, 2021.

On October 31, 2022, in connection with entering into her amended and restated employment agreement, Ms. Feldman received a base salary increase pursuant to which her annual base salary was increased from $600,000 to $650,000, which was effective as of November 1, 2022.

2015 Executive Incentive Plan (Annual Incentive Plan) Decisions

Strong business performance across all of our business units, along with the achievement of individual performance objectives, resulted in our NEOs earning annual incentive payouts between 115% and 118% of their individual target opportunities, paid in March 2023.

Equity Grant Decisions

On January 20, 2022, following the Compensation Committee’s review of the compensation practices of our peer group, and in consideration of his senior leadership transition in early 2022 and significant contributions to the Company, the Compensation Committee determined it was appropriate to make a one-time grant of restricted stock units to Mr. Wells, with a grant date fair market value of $962,615 ($3.09 per share) and which vests in equal installments on the first three anniversaries of the grant date.

On May 4, 2022, Messrs. Wells, Coleman and Dilger, and Ms. Feldman received equity grants with a grant date fair market value ranging from $306,285 to $2,388,043 (the “Annual Grants”). The per share fair market value at the time of grant was $2.59 for the time-based RSUs and $2.70 for the PSUs. The value of the Annual Grants received factored each NEO’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.

Beginning with the 2022 Annual Grants, we increased the intended ratio of performance-based versus time-based awards, resulting in a greater percentage of performance-based awards awarded to each of our NEOs. The 2022 Annual Grants, in aggregate, consisted of approximately 38% restricted stock units and approximately 62% performance stock units. The time-vesting restricted stock units granted pursuant to the Annual Grants to the NEOs vest in three equal installments on April 1 of 2023, 2024 and 2025, subject to each NEO’s continued employment through each vesting date. The performance stock units are earned based on Relative Total Shareholder Return (TSR) relative to the S&P 600 for the period from April 1, 2022 through March 31, 2025.

In addition, beginning with the 2022 Annual Grants, we implemented a cap on the earned payout percentage of the performance stock units such that the payout may not be greater than 100% if the Company’s TSR is less than zero over the performance period.

32        Notice and Proxy Statement 2023

In support of our pay-for-performance philosophy and achievement of strong Company results, the majority of the total compensation opportunity that our CEO and other NEOs received in 2022 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. Wells, approximately 78% 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 generally aligned with our media industry peers. On average, the annualized total direct compensation “at risk” for our NEOs, other than Mr. Wells, is approximately 70%.

The majority of annualized total direct compensation for our NEOs — approximately 78% for our CEO and on average approximately 70% 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 2022 compensation mix. These annualized values reflect the sum of the full grant date fair value of the Annual Grants, and the May 22, 2019 and January 20, 2022 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 EBITDA¹

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

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.

Notice and Proxy Statement 2023        33

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

34        Notice and Proxy Statement 2023

STEP 2:
Compensation Committee Decisions

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 NEO

•  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.

Notice and Proxy Statement 2023        35

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 2022 we worked with our independent compensation consultant, WTW, to determine 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 were positioned near the 30^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

2022 Executive Compensation Peer Group

AMC Networks, Inc.

Audacy, Inc.

Gannett Co., Inc.

Gray Television, Inc.

Lamar Advertising Company

Stagwell, 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.

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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 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

•  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

Notice and Proxy Statement 2023        37

12/31/2021

Salary

12/31/2022

Salary

Scott R. Wells⁽¹⁾

Brian D. Coleman

Lynn A. Feldman⁽²⁾

Jason A. Dilger⁽³⁾

On July 28, 2021, in connection with his transition from Executive Vice President, Chief Executive Officer Clear Channel Outdoor Americas to Chief Executive Officer (as more fully described below), we entered into an amended and restated employment agreement with Mr. Wells, pursuant to which his base salary was increased from $900,000 to $1,100,000 per annum, effective January 1, 2022. In setting Mr. Wells’ compensation following his transition to Chief Executive Officer, the Compensation Committee considered the compensation practices of our peer group and the positive impact retention of a skilled leader for our executive team would have on the Company and our ability to maximize value for our stockholders.

On October 31, 2022, we entered into an amended and restated employment agreement with Ms. Feldman, pursuant to which her base salary was increased from $600,000 to $650,000 per annum, effective November 1, 2022.

Effective January 1, 2022, in connection with entering into an amended and restated employment agreement, Mr. Dilger received a base salary increase from $370,000 to $400,000, which was applied retroactively to October 1, 2021.

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Annual Incentive Plan Financial Measure

We present Adjusted EBITDA as an externally reported measure of performance because we believe Adjusted EBITDA helps investors 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.

The financial objectives for Mr. Wells and Mr. Coleman were based on Clear Channel Outdoor (CCOH) Adjusted EBITDA; and

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

Deliver portfolio strategy and balance sheet enhancements;

Continue to drive CCOH’s technology transformation and CCOA’s digital transformation, including through delivery of division strategies for screen conversions and development, programmatic growth, and development of our RADAR toolkit;

Improve CCOH and CCOA monetization;

Enhance CCOH and CCOA culture, including through improving employee engagement;

Enhance investor relations, including through conducting an Investors Date; and

Drive outstanding execution through growth of CCOA EBITDA ahead of revenue, increasing CCOA’s digital footprint, and driving collaboration among CCOA teams;

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Enhance corporate access and investor relations, including through actively participating in investor conferences, leading enhanced disclosure initiatives, and improving analyst coverage;

Enhance corporate identity and culture, including through optimizing staffing plans and employee engagement and promoting a culture of compliance;

Maintain operational excellence across our corporate finance function by overseeing cross-functional alignment of corporate finance units and implementing an effective capital allocation process;

Manage capital structure and ensure adequate liquidity; and

Manage and support strategic initiatives, including through optimizing our tax strategy with respect to initiatives to minimize cash impact.

Continue to enhance legal operations;

Provide effective board management and enhance corporate secretarial and public company functional improvements;

Further development of executive compensation function;

Continue to enhance CCOH’s employee talent pool and culture;

Continued development of compliance program; and

Deliver on corporate transactions.

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Drive operational excellence within the global accounting function;

Provide accounting and transaction support for treasury initiatives;

Support strategic initiatives, including the European strategic alternatives, M&A and the continued digitization of our operations; and

Continue to optimize staffing plan and employee engagement.

Total
Target as a
% of

Base Salary

Total
Target
Award

Opportunity

Scott R. Wells

Brian D. Coleman

Lynn A. Feldman

Jason A. Dilger

Performance over the long term;

Performance during the prior year;

Long-term potential;

Economics of certain equity grants made in prior years;

Retention considerations; and

Market practices for comparable positions.

Notice and Proxy Statement 2023        41

Definition

Value

% of Equity Grant

Performance Metric

Vesting

Scott R. Wells

Brian D. Coleman

Lynn A. Feldman

Jason A. Dilger

This table excludes the one-time grant of restricted stock units made to Mr. Wells on January 20, 2022 in consideration of his senior leadership transition in early 2022 and significant contributions to the Company.

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Below Threshold Level

Threshold Level

Target Level

Maximum Level

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Named Executive Officer

Scott R. Wells

Brian D. Coleman

Lynn A. Feldman

Jason A. Dilger

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Name and

Principal Position