A LETTER FROM OUR CEO AND

THE INDEPENDENT CHAIR OF OUR BOARD

Notice and Proxy Statement 2024

Date and Time:

Thursday,

May 16, 2024 at

9:00 a.m. Eastern Time

Location:

meetnow.global/M2KV5AT

Record Date:

March 18, 2024

Proxy Mail Date:

On or about

April 4, 2024

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

Amendment to our Certificate of Incorporation to Provide for Exculpation of Certain Officers as Permitted by Recent Amendments to Delaware Law

Adoption of our 2012 Third Amended and Restated Equity Incentive Plan to Increase the Number of Shares Authorized for Issuance Under the 2012 Second Amended and Restated Equity Incentive Plan by 36,700,000 Shares and to Eliminate the Liberal Share Recycling Provisions with respect to Stock Options and Stock Appreciation Rights

Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024

ii  Notice and Proxy Statement 2024

Name

John Dionne

Lisa Hammitt

Andrew Hobson

Thomas C. King

Joe Marchese

W. Benjamin Moreland «

Mary Teresa Rainey

Scott R. Wells

Raymond T. (Ted) White

Co-Founder and Managing Director of Legion

Partners Asset Management, LLC

Jinhy Yoon

Board Practices

✓   8 out of 10 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 New York Stock Exchange (“NYSE”) listing standards and applicable U.S. Securities and Exchange Commission (“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.

✓   Clawback policy in place for senior executives in the case of an accounting restatement.

✓   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” in this Proxy Statement and our 2023 ESG Report, which is available on our website at investor.clearchannel.com.

Notice and Proxy Statement 2024  iii

iv  Notice and Proxy Statement 2024

Notice and Proxy Statement 2024  v

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.

Notice and Proxy Statement 2024  1

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 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.

2  Notice and Proxy Statement 2024

Audit 

Committee  

Compensation  

Committee 

John Dionne

Member

Member

Lisa Hammitt

Member

Member

Andrew Hobson

Thomas C. King

Chair

Joe Marchese

Member

Member

W. Benjamin Moreland, Chair of the Board

Mary Teresa Rainey

Member

Chair

Scott R. Wells

Ted White

Member

Jinhy Yoon

Meetings Held in 2023

4

5

4

Andrew Hobson,

Chair

John Dionne

Mary Teresa

Rainey

Ted White

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

Notice and Proxy Statement 2024  3

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;

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.

Thomas C. King,

Chair

Lisa Hammitt

Joe Marchese

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;

4  Notice and Proxy Statement 2024

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;

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.

Mary Teresa Rainey, Chair

John Dionne

Lisa Hammitt

Joe Marchese

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;

Notice and Proxy Statement 2024  5

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.

6  Notice and Proxy Statement 2024

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 and 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.

Notice and Proxy Statement 2024  7

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.

8  Notice and Proxy Statement 2024

Notice and Proxy Statement 2024  9

Governance Guidelines

Board Committee Charters

Audit Committee Charter

Compensation Committee Charter

Nominating and Corporate Governance Committee Charter

Code of Business Conduct and Ethics

10  Notice and Proxy Statement 2024

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 2024  11

12  Notice and Proxy Statement 2024

  Name and Address of

  Beneficial Owner^(a)

Holders of More than 5%:

PIMCO^(c)

Ares Management^(d)

The Vanguard Group^(e)

Arturo R. Moreno^(f)

BlackRock, Inc.^(g)

Legion Partners^(h)

Named Executive Officers, Executive Officers and Directors:

Scott R. Wells⁽ⁱ⁾

Brian D. Coleman^(j)

Lynn A. Feldman^(k)

Justin Cochrane^(l)

Jason A. Dilger^(m)

John Dionne⁽ⁿ⁾

Lisa Hammitt^(o)

Andrew Hobson^(p)

Thomas King^(q)

Joe Marchese^(r)

W. Benjamin Moreland^(s)

Mary Teresa Rainey^(t)

Ted White ^(u)

Jinhy Yoon

All directors and executive officers as a group (14 individuals)^(v)

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 Schedule 13D/A filed on July 14, 2023, Pacific Investment Management Company LLC (“PIMCO”) has sole voting and investment power with respect to all the shares reported above. The address of the principal business office of PIMCO is 650 Newport Center Drive, Newport Beach, California 92660.

Notice and Proxy Statement 2024  13

As reported on a Form 4 filed on February 2, 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 LLC, Ares Management Holdings L.P., Ares Holdco LLC, Ares Management Corporation, Ares Voting LLC, Ares Management GP LLC and Ares Partners Holdco LLC. The business address of each reporting person is c/o Ares Management LLC, 2000 Avenue of the Stars, 12^th Floor, Los Angeles, California 90067.

As reported on a Schedule 13G/A filed on February 13, 2024, The Vanguard Group, Inc. has shared voting power with respect to 223,607 shares, sole dispositive power with respect to 35,826,576 shares and shared dispositive power with respect to 496,511 shares. The business address of each reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

As reported on a Schedule 13D/A filed on December 6, 2023, Mr. Arturo Moreno has sole voting and investment power with respect to 32,924,370 shares of Clear Channel Outdoor’s common stock. The business address of the reporting person is 4455 E. Camelback Road, Suite C140, Phoenix, Arizona 85018.

As reported on a Schedule 13G/A filed January 29, 2024, Blackrock, Inc. has sole voting power with respect to 26,967,630 shares, sole dispositive power with respect to 27,671,438 shares, and the following subsidiaries are reported as having acquired the securities reported in the Schedule 13G/A 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., 50 Hudson Yards, New York, New York 10001.

As reported on a Form 4 filed on February 20, 2024, the following persons have shared voting and investment power with respect to the following number of shares of common stock of Clear Channel Outdoor: Legion Partners, L.P. I, with respect to 21,869,019 shares, Legion Partners, L.P. II, with respect to 1,943,844 shares, Legion Partners Special Opportunities, L.P. XVI, with respect to 2,122,933 shares, Legion Partners, LLC, with respect to 25,935,796 shares, Legion Partners Asset Management, LLC, with respect to 25,947,828 shares (which includes 12,032 unvested RSUs that will vest within 60 days of March 18, 2024), and Legion Partners Holdings, LLC, Christopher S. Kiper and Ted White, with respect to 25,948,728 shares (which includes 12,032 unvested RSUs that will vest within 60 days of March 18, 2024). The business address of the reporting persons is 12121 Wilshire Blvd, Suite 1240, Los Angeles, California 90025.

Represents 1,843,243 shares of common stock, vested stock options representing 402,018 shares of common stock and 476,989 unvested RSUs that will vest within 60 days of March 18, 2024. Excludes 367,647 unvested performance units that could vest within 60 days of March 18, 2024, assuming they are earned at target payout.

Represents 1,020,094 shares of common stock and 306,084 unvested RSUs that will vest within 60 days of March 18, 2024. Excludes 291,666 unvested performance units that could vest within 60 days of March 18, 2024, assuming they are earned at target payout.

Represents 657,916 shares of common stock, vested stock options representing 11,043 shares of common stock and 204,866 unvested RSUs that will vest within 60 days of March 18, 2024. Excludes 225,490 unvested performance units that could vest within 60 days of March 18, 2024, assuming they are earned at target payout.

Represents 449,227 shares of common stock, vested stock options representing 9,549 shares of common stock and 150,191 unvested RSUs that will vest within 60 days of March 18, 2024. Excludes 88,235 unvested performance units that could vest within 60 days of March 18, 2024, assuming they are earned at target payout.

Represents 240,845 shares of common stock, vested stock options representing 9,632 shares of common stock and 82,913 unvested RSUs that will vest within 60 days of March 18, 2024. Excludes 75,490 unvested performance units that could vest within 60 days of March 18, 2024, assuming they are earned at target payout.

Represents 369,266 shares of common stock and 13,034 unvested RSUs that will vest within 60 days of March 18, 2024.

Represents 253,265 shares of common stock held by Ms. Hammitt as of March 18, 2024.

Represents 521,472 shares of common stock held by Mr. Hobson as of March 18, 2024.

Represents 498,571 shares of common stock and 12,700 unvested RSUs that will vest within 60 days of March 18, 2024.

Represents 508,425 shares of common stock and 12,366 unvested RSUs that will vest within 60 days of March 18, 2024.

Represents 1,374,110 shares of common stock and 16,711 unvested RSUs that will vest within 60 days of March 18, 2024.

Represents 321,472 shares of common stock held by Ms. Rainey as of March 18, 2024.

Mr. White is the Co-Founder and a Managing Director of Legion Partners Asset Management, LLC and has shared voting and investment power with respect to the shares of common stock reported by Legion Partners as set forth in footnote (h) above.

As of March 18, 2024, includes common stock beneficially owned by all of our directors and executive officers as a group (which group excludes Brian Coleman who ceased being an executive officer on March 1, 2024 and includes David Sailer who became an executive officer on such date) as follows: (1) 7,389,330 shares of common stock held by such persons (excluding shares beneficially owned by Ted White); (2) 25,948,728 shares beneficially owned by Ted White as set forth in footnotes (h) and (u) above; (3) vested stock options representing 456,252 shares of common stock; and (4) 1,075,187 RSUs that will vest within 60 days after March 18, 2024 (excluding RSUs beneficially owned by Ted White). Excludes 835,293 unvested performance units that could vest within 60 days of March 18, 2024 assuming they are earned at target payout.

14  Notice and Proxy Statement 2024

Notice and Proxy Statement 2024  15

16  Notice and Proxy Statement 2024

Director

Age: 60

Board Committees:

•  Audit

•  Nominating and
Corporate Governance

John Dionne

Mr. Dionne has served as Senior Advisor to the Blackstone Group L.P. (NYSE: BX), an investment firm, since July 2013 and as 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. Until he retired from his position as a Senior Managing Director of Blackstone, 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 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 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

Notice and Proxy Statement 2024  17

Director

Age: 61

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 September 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 currently serves as a member of the boards of QuSecure, Auterion and Archetype AI. 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

18  Notice and Proxy Statement 2024

Director

Age: 62

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

Notice and Proxy Statement 2024  19

Director

Age: 63

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, where he is expected to continue to serve until the completion of the merger with Liberum Investment. Previously, Mr. King served as a director of Concord Acquisition Corp from December 2020 until its delisting in December 2022, and as a director of Concord Acquisition Corp II from September 2021 to January 2023. Mr. King has served as a director of Concord Acquisition Corp III (NYSE: CNDB), a blank check company, since November 2021, as a director of SVB Financial Group since September 2022, and as a director of Radius Global Infrastructure, Inc. (NASDAQ: RADI), an international aggregator of rental streams underlying wireless and other digital infrastructure sites, from November 2020 to September 2023.

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

20  Notice and Proxy Statement 2024

Director

Age: 42

Board Committees:

•  Compensation

•  Nominating and
Corporate Governance

Joe Marchese

Mr. Marchese has 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 Co., a leading start-up studio and venture fund, since February 2015 and has served as Partner/Co-Founder of Casa Komos Beverage 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 engagement 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. Mr. Marchese currently serves as a board member of National CineMedia, Inc. since August 2023. 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

Notice and Proxy Statement 2024  21

Chair

Age: 60

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 served as a member of the board of directors until his retirement in December 2023. 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. He 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. Mr. Moreland is a member of the University of Texas McCombs School of Business Advisory Council and Bauer Board at the University of Houston.

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

22  Notice and Proxy Statement 2024

Director

Age: 68

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 and media 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. Between 2015 and 2017, Ms. Rainey served as a board member and member of the compensation committee of Pinewood Studios, a U.K. publicly-traded international film studio. 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

Notice and Proxy Statement 2024  23

Chief Executive Officer
and Director

Age: 55

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 Chair of the Achievement Network and as Chair of the Outdoor Advertising Association of America, a national trade association representing out of home advertising companies.

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

24  Notice and Proxy Statement 2024

Director

Age: 58

Board Committees:

•  Audit

Ted White

Mr. White has served as Co-Founder and Managing Director of Legion Partners Asset Management, LLC, an institutional asset management firm specializing in deep fundamental research and concentrated long-term equity investing, since 2011, and he has served as Legion’s Chief Compliance Officer, since 2014. Previously, Mr. White served as Managing Director and as Chief Operating Officer of Knight Vinke Asset Management, a European based investment management firm, from 2006 to 2011, including as a Non-Executive Director (Vice Chairman), from 2008 to 2011. Additionally, from 2006 to 2009, Mr. White served as a consultant to various institutional investors, primarily advising his clients on relationship investing strategies, operations, investment policy issues, corporate governance matters, executive compensation, and company engagement. From 2005 to 2006, Mr. White served as the Deputy Director of the Council of Institutional Investors. Prior to that, Mr. White served in various roles for the California Public Employees’ Retirement System from 1999 to 2005, culminating with his service as a Portfolio Manager and Director of Corporate Governance. Mr. White served in various roles at the California State Treasurer’s Office from 1991 to 1999, including as an Investment Officer and Deputy State Treasurer. He is also a Chartered Financial Analyst (CFA) Charterholder.

Qualifications and Expertise Provided to Our Board:

•  Extensive experience in investment, governance and asset management capabilities.

•  Extensive breadth of experience in public markets spanning several roles, industries and geographies.

Education

•  B.S., California State University, Sacramento

•  M.B.A., California State University, Sacramento

Notice and Proxy Statement 2024  25

Director

Age: 52

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

26  Notice and Proxy Statement 2024

The Compensation Committee of the Board of Directors oversees Clear Channel Outdoor’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.

Guided by our executive leadership team, 2023 was a year of solid progress on our business strategy. We remain focused on strengthening our digital capabilities to better help our clients plan, measure, and maximize their campaigns. As we undertake this digital transformation, we are also focused on optimizing our portfolio and deleveraging our business, which led to the sale of several European businesses and a strategic review of others this year. While we faced some challenges in 2023, we continue to operate efficiently and execute on our core strategy.

The compensation determinations for our NEOs reflect our 2023 performance as well as the many contributions of our leaders to driving the year’s successes. As a result of strong individual performance and slightly below target business performance in 2023, all NEOs earned annual incentive payouts between 80% and 100% of their individual target opportunities. All of our NEOs were granted annual LTI grants in 2023. On average, these equity grants consisted of 40% RSUs and 60% PSUs, 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

Notice and Proxy Statement 2024  27

Our NEOs

Our Executive Compensation Philosophy

Summary of our 2023 Decisions

Supporting our Pay-For-Performance Philosophy

Aligning Pay With Performance

Compensation Factors and Governance

Stockholder Input on Executive Compensation

Role of the Compensation Committee

Scott R. Wells

Brian D. Coleman

Lynn A. Feldman

Justin Cochrane

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.

28  Notice and Proxy Statement 2024

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 2023 (for annual incentive award payments made in early 2024 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

Key 2023 Compensation Decisions

See page 36 for more information

Base Salary Decisions

On March 7, 2023, in connection with entering into his amended and restated employment agreement, Mr. Coleman received a base salary increase from $650,000 to $700,000, which was effective as of April 1, 2023.

2015 Executive Incentive Plan (Annual Incentive Plan) Decisions

Slightly below target achievement of business performance across our business units, along with the achievement of individual performance objectives, resulted in our NEOs earning annual incentive payouts between 80% and 100% of their individual target opportunities, paid in March 2024.

Equity Grant Decisions

Beginning with annual grants made in 2022, we (i) increased the intended ratio of performance-based versus time-based awards for annual equity grants to our NEOs, which has resulted in a greater percentage of performance-based awards to each of our NEOs and (ii) implemented a cap on the earned payout percentage of the Performance Stock Units (“PSUs”) such that the payout may not be greater than 100% if the Company’s TSR is less than zero over the performance period. The equity grants made to our NEOs in 2023 (the “2023 Annual Grants”) were made consistent with these equity grant practices which commenced in 2022.

On May 2, 2023, Messrs. Wells, Coleman, Cochrane and Dilger, and Ms. Feldman each received a 2023 Annual Grant with a grant date fair market value ranging from $337,187 to $2,675,832. The per share fair market value at the time of grant was $1.30 for the time-based Restricted Stock Units (“RSUs”) and $1.62 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, internal equity and market practices for comparable positions.

The 2023 Annual Grants, in aggregate, consisted of approximately 40% RSUs and approximately 60% PSUs. The time-vesting restricted stock units granted to the NEOs, pursuant to the Annual Grants, vest in three equal installments on April 1 of 2024, 2025 and 2026, 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, 2023 through March 31, 2026.

Notice and Proxy Statement 2024  29

Clawback Policy

The Compensation Committee adopted a Clawback Policy that complies with NYSE’s new clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder. In the event Clear Channel Outdoor is required to prepare an accounting restatement of its financial statements due to Clear Channel Outdoor’s material noncompliance with any such financial reporting requirement, the clawback policy requires that covered executives must reimburse Clear Channel Outdoor or forfeit, any excess incentive-based compensation received by such covered executive during the three completed fiscal years immediately preceding the date on which Clear Channel Outdoor is required to prepare the restatement. Executives covered by the clawback policy are current and former executive officers, as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act and the NYSE listing standards. Incentive-based compensation subject to the clawback policy includes any cash or equity compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results. The clawback policy will only apply to incentive-based compensation received on or after the effective date of Section 303A.14 of the NYSE Listed Company Manual.

30  Notice and Proxy Statement 2024

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 2023 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 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 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 71%.

The majority of annualized total direct compensation for our NEOs — approximately 79% for our CEO and on average approximately 71% 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 2023 compensation mix. These annualized values reflect the sum of the full grant date fair value of the Annual Grants, and the January 20, 2022 and October 25, 2022 grants, which were one-time awards, each spread over three and two 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, selling, general and administrative expenses and corporate expenses, excluding share-based compensation and 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 2024  31

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  Maintain a compensation clawback policy, which was updated in 2023 to comply with Section 10D of the Exchange Act and the rules promulgated thereunder the new listing standards

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

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

ü  Consult with an independent consultant on compensation levels and practices

×   No across-the-board base salary increases

×   No guaranteed bonus payments

×   No 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 for U.S. employees

32  Notice and Proxy Statement 2024

STEP 2:
Compensation Committee Decisions

At the end of each year, management, including the Chief Executive Officer, provides recommendations to the Compensation Committee on the compensation of the NEOs for the following year. 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 and the full Board. 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 and the full Board.

»

In the first quarter of each year, the Compensation Committee will review and approve the items below, in each case with respect to such calendar year:

•  Objectives for each NEO

•  Variable pay target opportunities for annual incentive awards

•  Performance metrics for the annual incentive award

Additionally, 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 2024  33

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 2023 we worked with our independent compensation consultant, WTW, to review 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 44^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

2023 Executive Compensation Peer Group

AMC Networks, Inc.

Audacy, Inc.

Criteo S.A.

Gannett Co., Inc.

Gray Television, Inc.

Lamar Advertising Company

Stagwell, Inc.

Nexstar Media Group, Inc.

Outfront Media, Inc.

Quad/Graphics, Inc.

Sinclair Broadcast Group, Inc.

Sirius XM Holdings, Inc.

TEGNA, Inc.

The New York Times Company

Ziff Davis, Inc.

Yelp Inc.

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.

34  Notice and Proxy Statement 2024

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

•  A cash payment available for certain UK-based employees that the employee may elect to apply toward the employee’s defined contribution plan account

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 CCOH confidentiality, non-compete and non-solicit protections

Notice and Proxy Statement 2024  35

12/31/2022

Salary

12/31/2023

Salary

Scott R. Wells

Brian D. Coleman⁽¹⁾

Lynn A. Feldman

Justin Cochrane⁽²⁾

Jason A. Dilger

On March 7, 2023, we entered into an amended and restated employment agreement with Mr. Coleman, pursuant to which his base salary was increased from $650,000 to $700,000 per annum, effective April 1, 2023.

Mr. Cochrane is a citizen of the United Kingdom and amounts reported for him that were originally denominated in British pounds have been converted to U.S. dollars using the average exchange rate of £0.8043 = $1.

36  Notice and Proxy Statement 2024

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.

Original Target Approved in Q1 2023

Removal of Switzerland, Italy and France for divestitures in 2023

Target used for Executive Bonus Calculations

The financial objectives for Messrs. Wells, Coleman and Dilger and Ms. Feldman were based on Clear Channel Outdoor (CCOH) Plan Adjusted EBITDA; and

The financial objectives for Mr. Cochrane were based on achievement of the European Division Plan Adjusted EBITDA.

Deliver portfolio strategy and balance sheet enhancements;

Notice and Proxy Statement 2024  37

Continue to drive CCOH’s technology transformation and Clear Channel Outdoor, Americas division’s (“CCOA”) digital transformation, including through delivery of division strategies for screen conversions and development, programmatic growth, delivery of enhanced ad-serving capability, and development of our RADAR toolkit;

Improve CCOH and CCOA monetization;

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

Enhance investor relations; and

Drive outstanding execution, including through increasing CCOA’s digital footprint.

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

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 and redeploy potential net cash proceeds.

Continue to enhance legal operations;

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

Further development of executive compensation function;

Further evolution of compliance function;

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

Deliver on corporate transactions.

38  Notice and Proxy Statement 2024

Create a standardized view of success for the northern European markets;

Develop future strategies with respect to Europe’s growth plan;

Manage investments to achieve EBITDA and revenue objectives;

Develop the European team; and

Manage corporate deal teams.

Provide accounting and transaction support for capital market and treasury initiatives;

Drive operational excellence within the global accounting and business services function;

Continue to optimize staffing plan and employee engagement; and

Support strategic initiatives, including the European strategic alternatives.

Total
Target as a
% of

Base Salary

Total
Target
Award

Opportunity

Financial
Portion
Actual
Payout
as a %

of Target⁽¹⁾

MBO Portion
Actual
Payout

as a %

of Target

Scott R. Wells

Brian D. Coleman

Lynn A. Feldman

Justin Cochrane⁽²⁾

Jason A. Dilger

Financial portion actual payout percent is based on Plan Adjusted EBITDA achievement of 94.4% for overall CCOH and 99.2% for Europe applied to the annual incentive payout curve.

Mr. Cochrane is a citizen of the United Kingdom and compensation amounts reported for him that were originally denominated in British pounds have been converted to U.S. dollars using the average exchange rate of £0.8043 = $1.

Notice and Proxy Statement 2024  39

Performance over the long term;

Performance during the prior year;

Long-term potential;

Economics of certain equity grants made in prior years;

Retention considerations;

Internal equity; and

Market practices for comparable positions.

Description

Value

% of Equity Grant

Performance Metric

Vesting

40  Notice and Proxy Statement 2024

Scott R. Wells

Brian D. Coleman

Lynn A. Feldman

Justin Cochrane

Jason A. Dilger

Below Threshold Level

Threshold Level

Target Level

Maximum Level

Notice and Proxy Statement 2024  41

Below Threshold Level

Threshold Level

Target Level

Maximum Level

42  Notice and Proxy Statement 2024

Named Executive Officer

Scott R. Wells

Brian D. Coleman

Lynn A. Feldman

Justin Cochrane

Jason A. Dilger

Notice and Proxy Statement 2024  43

44  Notice and Proxy Statement 2024

Notice and Proxy Statement 2024  45

Name and

Principal Position

Scott R. Wells

President and Chief Executive Officer