A LETTER FROM OUR CEO AND

THE INDEPENDENT CHAIR OF OUR BOARD

Notice and Proxy Statement 2025

Date and Time:

Thursday,

May 29, 2025 at

9:00 a.m. Eastern Time

Location:

meetnow.global/M6MCPMQ 

Record Date:

April 2, 2025

Proxy Mail Date:

On or about

April 16, 2025

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

Board Vote

Recommendation

Page Reference

(for more details)

Proposal 1

Proposal 2

Proposal 3

ii  Notice and Proxy Statement 2025

Name

Age

Most Recent

Experience(s)

Committee

Memberships

John Dionne

Lisa Hammitt

Andrew Hobson

Timothy (Tim) P. Jones

Thomas C. King

Joe Marchese

W. Benjamin Moreland «

Scott R. Wells

Raymond (Ted) T. White

Co-Founder and Managing Director of Legion

Partners Asset Management, LLC

Jinhy Yoon

Notice and Proxy Statement 2025  iii

Board Practices

✓   9 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 regular executive sessions, where non-executive, 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 guidelines 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.

✓   Directors, executive officers and other employees are prohibited from hedging or pledging their Clear Channel Outdoor equity.

iv  Notice and Proxy Statement 2025

Notice and Proxy Statement 2025  v

Notice and Proxy Statement 2025  1

Ms. Hammitt and Messrs. Marchese and Moreland serve as directors or equivalent positions of companies and organizations to which we provided outdoor advertising services;

Mr. Marchese owns a small equity position in a non-profit organization to which we provided outdoor advertising services;

Mr. Marchese serves as a partner/co-founder of a company to which we provided outdoor advertising services, which did not exceed in any of the last three fiscal years the greater of $1 million or 2% of such company’s consolidated gross revenues; and

family members of Ms. Hammitt and Messrs. Dionne, Jones, King, and White are employed in non-executive roles by companies to which we provided, or from which we received, ordinary course services.

2  Notice and Proxy Statement 2025

Audit 

Committee  

Compensation  

Committee 

Nominating 
and 
Corporate 
Governance 
Committee 

John Dionne

Member

Chair

Lisa Hammitt

Member

Member

Andrew Hobson

Chair

Timothy (Tim) P. Jones

Member

Member

Thomas C. King

Chair

Joe Marchese

Member

Member

W. Benjamin Moreland, Chair of the Board

Scott R. Wells

Raymond (Ted) T. White

Member

Jinhy Yoon

Member

Member

Meetings Held in 2024

4

6

5

Andrew Hobson,

Chair

John Dionne

The Audit Committee consists of Andrew Hobson (as Chair), John Dionne, Tim Jones, Ted White and Jinhy Yoon, each of whom is independent as defined under the rules of the NYSE and Rule 10A-3 of the Exchange Act. Mr. Hobson has been designated as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K. The Audit Committee assists the Board in its oversight of the quality and integrity of the accounting, auditing and financial reporting practices of Clear Channel Outdoor.

Tim Jones

Ted White

Jinhy Yoon

appoint, compensate, retain and oversee 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;

Notice and Proxy Statement 2025  3

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 or to be 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

Tim Jones

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 2025

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 or annual report on Form 10-K, as applicable, 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 or annual report on Form 10-K, as applicable;

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.

John Dionne, Chair

Lisa Hammitt

Joe Marchese

Jinhy Yoon

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 2025  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 strategies, 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 2025

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 service on a public company board, 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 2025  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 2025

Notice and Proxy Statement 2025  9

10  Notice and Proxy Statement 2025

Governance Guidelines

Board Committee Charters

Audit Committee Charter

Compensation Committee Charter

Nominating and Corporate Governance Committee Charter

Code of Business Conduct and Ethics

Notice and Proxy Statement 2025  11

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 (“Overboarding”)

Management Development and Succession Planning

12  Notice and Proxy Statement 2025

Name and Address of

Beneficial Owner^(a)

Number of

Shares of

Common Stock

Percent of

Common

Stock^(b)

Holders of More than 5%:

PIMCO^(c)

104,796,992

21.1

%

Ares Management^(d)

55,829,046

11.2

%

Arturo R. Moreno^(e)

51,932,534

10.5

%

The Vanguard Group^(f)

36,323,087

7.3

%

BlackRock, Inc.^(g)

27,671,438

5.6

%

Legion Partners^(h)

26,080,554

5.3

%

Named Executive Officers, Executive Officers and Directors:

Scott R. Wells⁽ⁱ⁾

2,768,603

 *

David J. Sailer^(j)

457,204

 *

Brian D. Coleman^(k)

1,480,741

 *

Lynn A. Feldman^(l)

882,786

 *

Justin Cochrane^(m)

821,060

 *

Jason A. Dilger⁽ⁿ⁾

367,039

 *

John Dionne^(o)

518,428

 *

Lisa Hammitt^(p)

333,478

 *

Andrew Hobson^(q)

618,926

 *

Tim Jones^(r)

23,821

 *

Thomas King^(s)

645,965

 *

Joe Marchese^(t)

654,051

 *

W. Benjamin Moreland^(u)

2,342,718

 *

Ted White^(v)

26,080,554

5.3

%

Jinhy Yoon^(w)

39,276

 *

All directors and executive officers as a group (15 individuals)^(x)

38,034,650

7.7

%

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.

14  Notice and Proxy Statement 2025

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.

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 13D/A filed on November 4, 2024, Mr. Arturo Moreno has sole voting and investment power with respect to 51,932,534 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 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 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 18, 2025, 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 26,079,654 shares (which excludes unvested RSUs), and Legion Partners Holdings, LLC, Christopher S. Kiper and Ted White, with respect to 26,080,554 shares (which excludes unvested RSUs). The business address of the reporting persons is 12121 Wilshire Blvd, Suite 1240, Los Angeles, California 90025.

Represents 2,705,185 shares of common stock and vested stock options representing 63,418 shares of common stock

Represents 436,897 shares of common stock and vested stock options representing 20,307 shares of common stock

Represents 1,330,741 shares of common stock and 150,000 unvested RSUs that will vest within 60 days of April 2, 2025.

Represents 871,743 shares of common stock and vested stock options representing 11,043 shares of common stock

Represents 814,474 shares of common stock and vested stock options representing 6,586 shares of common stock

Represents 360,185 shares of common stock and vested stock options representing 6,854 shares of common stock.

Represents 518,428 shares of common stock.

Represents 333,478 shares of common stock.

Represents 618,926 shares of common stock.

Represents 23,821 shares of common stock.

Represents 645,965 shares of common stock.

Represents 654,051 shares of common stock.

Represents 2,342,718 shares of common stock.

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.

Represents 39,276 shares of common stock held by Ms. Yoon.

As of April 2, 2025, includes common stock beneficially owned by all of our directors and executive officers as a group as follows: (1) 11,695,888 shares of common stock held by such persons (excluding shares beneficially owned by Ted White); (2) 26,080,554 shares beneficially owned by Ted White as set forth in footnotes (h) and (u) above; (3) vested stock options representing 108,208 shares of common stock; and (4) 150,000 RSUs that will vest within 60 days of April 2, 2025 (excluding RSUs beneficially owned by Ted White).

Notice and Proxy Statement 2025  15

16  Notice and Proxy Statement 2025

Notice and Proxy Statement 2025  17

Director

Age: 61

Board Committees:

•  Audit

•  Nominating and Corporate Governance (Chair)

Board Member Since: 2019

 John Dionne

Mr. Dionne is a retired Senior Advisor at Blackstone Group L.P. (NYSE: BX), an investment firm, where he served from July 2013 to January 2024 and has served 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 Pelmorex Corporation, an international weather content and technology company. He currently serves as a director of Cengage Learning Holdings II, Inc. and as a Senior Advisor to BayPine, a private investment firm, and Privacore Capital. 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.

Key Qualifications and Experience

•  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 for 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

18  Notice and Proxy Statement 2025

Director

Age: 62

Board Committees:

•  Compensation

•  Nominating and Corporate Governance

Board Member Since: 2019

 Lisa Hammitt

Ms. Hammitt has served as Chairwoman of Intelsat, S.A., a Luxembourg-headquartered operator of medium-earth-orbit and geosynchronous orbit satellites in media and telecommunications, since 2023, after joining the board of directors in March 2022. Under her stewardship, Intelsat has achieved organic growth and announced a merger with SES S.A., a Luxembourg-based communications satellite operator, subject to closing. Previously, Ms. Hammitt served as the Executive Vice President, Artificial Intelligence and Chief Technology Officer at Davidson Technologies, a company providing solutions across the machine-learning pipeline and enhancing defense applications, 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. She 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. Before that, she was 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. Earlier in her career, Ms. Hammitt 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 Auterion, a Zurich-based autonomous drone operating systems provider, and Sun Corporation, a Japan-based manufacturing company mainly engaged in the development, manufacture and sale of mobile data solution business and entertainment related business. She previously served on the boards of Glassbox, QuSecure, 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.

Key Qualifications and Experience

•  Over three decades of experience in growing technology-oriented businesses, most recently in the application of artificial intelligence and quantum security to problems involving national security and space.

•  Track record of developing $100 million+ businesses.

•  Deep expertise in corporate restructuring.

•  Broad executive experience, including high-level leadership positions at multinational companies within the technology and media spaces.

•  Patent inventor holding issued and pending patents in topics ranging from ontology-driven information systems, content management, complex data graphs, blockchain security, quantum networks, and AI-enabled privacy.

Education

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

•  Graduate Coursework in Artificial Intelligence, Stanford University

•  Executive Education, Stanford Law School and Harvard Business School

Notice and Proxy Statement 2025  19

Director

Age: 63

Board Committees:

•  Audit (Chair)

Board Member Since: 2019

 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.

Key Qualifications and Experience

•  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

20  Notice and Proxy Statement 2025

Director

Age: 66

Board Committees:

•  Audit

•  Compensation

Board Member Since: 2024

 Timothy (Tim) P. Jones

Mr. Jones served as the Chief Operating Officer (U.S. Marketing Services) of Publicis Groupe, a leading multinational advertising and communications group, from January 2021 to December 2023. He previously served as the Chief Executive Officer of Publicis Media U.S. / Americas from March 2016 to December 2020. Prior to this role, Mr. Jones served in roles of increasing responsibility, culminating with Chief Executive Officer (North America), at ZenithOptimedia Group, a large global media agency network of Publicis Groupe.

Key Qualifications and Experience

•  Over 30-year career in multinational advertising, leading the creative, digital experience, media and other businesses.

•  Tenured experience in financial and operational oversight.

•  Expertise in mergers, acquisitions and integrations, as well as generation of organic growth.

•  Seasoned business leader with broad business and management experience.

Notice and Proxy Statement 2025  21

Director

Age: 64

Board Committees:

•  Compensation (Chair)

Board Member Since: 2019

 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. Mr. King also served on the board of directors of Panmure Gordon, a British corporate and institutional investment bank, from December 2018 until it completed its merger with Liberum Investment in May 2024. Additionally, Mr. King served as a director of Concord Acquisition Corp from December 2020 until its delisting in December 2022, as a director of Concord Acquisition Corp II from September 2021 to January 2023, as a director of Concord Acquisition Corp III (NYSE: CNDB), a blank check company, from November 2021 until its merger with GCT Semiconductor, Inc in March 2024, as a director of Silicon Valley Bank from September 2022 until March 2023, as a director of SVB Financial Group from September 2022 until its reorganization in November 2024 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 until its sale in September 2023.

Key Qualifications and Experience

•  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

22  Notice and Proxy Statement 2025

Director

Age: 44

Board Committees:

•  Compensation

•  Nominating and Corporate Governance

Board Member Since: 2019

 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 has served as a board member of Cox Media Group, a large media, news and entertainment company, since February 2020. Mr. Marchese has also served 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.

Key Qualifications and Experience

•  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 2025  23

Chair

Age: 61

Board Committees:

•  None

Board Member Since: 2019

 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 of Crown Castle 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 has also served as a member of the board of directors of Cheniere Energy, Inc. (NYSE: LNG) since January 2025. Mr. Moreland also 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 the Bauer Board at the University of Houston.

Key Qualifications and Experience

•  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

24  Notice and Proxy Statement 2025

Chief Executive Officer and Director

Age: 56

Board Committees:

•  None

Board Member Since: 2022

 Scott R. Wells

Mr. Wells has served as our Chief Executive Officer and a 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.

Key Qualifications and Experience

•  Extensive knowledge of the Company and important perspectives on the complex financial and operational matters at the Company.

•  Strategic vision and extensive experience in technology and advertising.

•  Experience highlighting 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

Notice and Proxy Statement 2025  25

Director

Age: 59

Board Committees:

•  Audit

Board Member Since: 2024

 Raymond (Ted) T. 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. Prior to that, 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.

Key Qualifications and Experience

•  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

26  Notice and Proxy Statement 2025

Director

Age: 53

Board Committees:

•  Audit

•  Nominating and Corporate Governance

Board Member Since: 2019

 Jinhy Yoon

Ms. Yoon served as an Executive Vice President and Credit Analyst at PIMCO, an investment manager, covering technology, media and telecom companies from January 2010 to July 2024. 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 LLP 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.

Key Qualifications and Experience

•  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 2025  27

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 NEOs, 2024 was a year of solid progress on our business strategy. We continued to review and assess our portfolio, which led to the sale of our Europe-North segment and the sale of most of our businesses in Latin America. These changes solidify our plans to focus on our higher-margin U.S. markets, enhancing our ability to drive organic cash flow and reduce leverage. Looking ahead, we will continue to focus on expanding our digital footprint, further leveraging our data and analytics capabilities and strategically growing our sales force with the goal of elevating our place in the digital advertising ecosystem.

We believe the compensation determinations for our NEOs reflect our 2024 performance as well as the many contributions of our leaders to driving the year’s successes. As a result of strong individual performance and nearly at-target business performance in 2024, all NEOs earned annual incentive payouts between 99% and 129% of their individual target opportunities. All of our NEOs, other than Mr. Coleman, were granted annual equity grants in 2024 (the “2024 Annual Grants”). For Mr. Wells, the 2024 Annual Grants mix was 35% time-based restricted stock units (“RSUs”) and 65% performance stock units (“PSUs”). For Mr. Sailer and Ms. Feldman, the 2024 Annual Grants mix was 40% RSUs and 60% PSUs. For Messrs. Cochrane and Dilger, the 2024 Annual Grants mix was 75% RSUs and 25% PSUs. The grant date fair value of each award was based on each NEO’s performance, their long-term potential, retention considerations, market practices, and other considerations.

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 linked with stockholder value creation. We are committed to evolving our executive compensation programs as necessary to support our business strategy.

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

Thomas C. King

Compensation Committee

Thomas C. King (Chair)

Lisa Hammitt

Tim Jones

Joe Marchese

28  Notice and Proxy Statement 2025

Our NEOs

Our Executive Compensation Philosophy

Summary of our 2024 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

Named Executive Officer

Title

Scott R. Wells

President and Chief Executive Officer of Clear Channel Outdoor

David J. Sailer⁽¹⁾

Executive Vice President and Chief Financial Officer of Clear Channel Outdoor

Lynn A. Feldman

Executive Vice President, Chief Legal Officer and Corporate Secretary of Clear Channel Outdoor

Justin Cochrane⁽²⁾

Chief Executive Officer of Clear Channel UK & Europe

Jason A. Dilger

Senior Vice President and Chief Accounting Officer of Clear Channel Outdoor

Brian D. Coleman⁽³⁾

Former Executive Vice President and Chief Financial Officer of Clear Channel Outdoor

On December 18, 2023, the Board appointed Mr. Sailer as Executive Vice President, Chief Financial Officer of the Company, effective as of March 1, 2024. Mr. Sailer previously served as the Company’s Executive Vice President, Chief Financial Officer of the Americas division of the Company.

In connection with the closing of the sale of the businesses constituting the Company’s Europe-North segment on March 31, 2025, immediately following the closing thereof, Mr. Cochrane ceased to be an employee of the Company.

On December 18, 2023, the Board and Mr. Coleman agreed that Mr. Coleman would depart from his position as Executive Vice President and Chief Financial Officer of the Company, effective as of March 1, 2024, upon which time Mr. Coleman became a consultant to the Company in order to assist with transition matters until April 15, 2025.

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

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

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

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

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

Notice and Proxy Statement 2025  29

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 2024 (for annual incentive award payments made in early 2025 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 2024 Compensation Decisions

See page 38 for more information

2024 Base Salary Decisions

On March 1, 2024, in connection with his promotion to Executive Vice President, Chief Financial Officer of the Company, Mr. Sailer received a base salary increase from $540,000 to $650,000.

Also on March 1, 2024, in connection with his transition from Executive Vice President, Chief Financial Officer of the Company to a consultant of the Company, Mr. Coleman entered into a consulting agreement (as further described in the section below entitled “Employment Agreements with the Named Executive Officers”), pursuant to which Mr. Coleman ceased to receive his $700,000 per annum base salary, and instead began receiving a consulting fee of $29,000 per month.

Effective as of January 1, 2025, in connection with his entry into an amended and restated employment agreement (as further described in the section below entitled “Employment Agreements with the Named Executive Officers”), Mr. Dilger received a base salary increase from $400,000 to $435,000.

Please see the section below entitled “2024 Base Salary Decisions” for further information regarding the NEOs’ base salaries.

2024 Annual Incentive Plan Decisions

Nearly at-target achievement of business performance across our business units, other than our European division which achieved above target, along with the overachievement of individual performance objectives and extraordinary efforts related to the sales of our Latin American and European businesses, resulted in our NEOs earning annual incentive payouts between 99% and 129% of their individual target opportunities, paid in March 2025.

Please see the section below entitled “2024 Annual Incentive Award (to be paid in March 2025)” for further information regarding our annual incentive plan and the 2024 annual incentive awards paid to certain of our NEOs.

30  Notice and Proxy Statement 2025

Equity Grant Decisions

2024 Annual Grants

Beginning with annual grants made in 2022, we (i) increased the 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 our NEOs, on average, and (ii) implemented a cap on the earned payout percentage of the 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 2024 Annual Grants were made consistent with these equity grant practices.

For Mr. Wells, the 2024 Annual Grants mix was 35% time-based RSUs and 65% PSUs. For Mr. Sailer and Ms. Feldman, the 2024 Annual Grants mix was 40% RSUs and 60% PSUs. For Messrs. Cochrane and Dilger, the 2024 Annual Grants mix was 75% RSUs and 25% PSUs.

On May 15, 2024, each of our NEOs (other than Mr. Coleman) received a 2024 Annual Grant with a grant date fair market value ranging from $353,407 to $2,812,726. The per share fair market value at the time of grant was $1.56 for the RSUs and $1.88 for the PSUs. The value of the 2024 Annual Grants received factored in each NEO’s performance during his or her tenure at Clear Channel Outdoor, including during the prior year, his or her long-term potential, retention considerations, the value of certain equity grants made in prior years, internal equity and market practices for comparable positions.

The RSUs granted pursuant to the 2024 Annual Grants vest in three equal installments on each of April 1, 2025, April 1, 2026 and April 1, 2027, subject to the NEO’s continued employment through each vesting date. The PSUs are earned based on Relative Total Shareholder Return (TSR) relative to the S&P 600 for the performance period beginning on April 1, 2024 and ending on March 31, 2027.

2024 One-Time Grants

In addition to his 2024 Annual Grants as described above, Mr. Sailer also received a one-time grant in connection with his promotion to Executive Vice President and Chief Financial Officer of the Company. Such grant had a grant date fair market value of $402,077, with 40% granted in the form of RSUs and 60% in the form of PSUs. The terms of this one-time grant were consistent with those of the 2024 Annual Grants.

In order to further align the interests of our key executives with our stockholders, in addition to their 2024 Annual Grants as described above, each of Messrs. Wells and Sailer, and Ms. Feldman received a one-time grant of PSUs, each of which vest in three equal installments upon achievement of specified stock price performance hurdles (i.e., $2.50, $3.25 and $4.25 per share) during a four-year performance period ending on May 31, 2028, subject to service-based vesting conditions. Any PSUs that do not vest as of the end of such performance period will be automatically and immediately forfeited. The aggregate grant date fair market value of these one-time grants that were awarded to Messrs. Wells and Sailer, and Ms. Feldman in 2024 was equal to $6,661,964.

We believe Messrs. Wells and Sailer, and Ms. Feldman are essential to the future success of the organization, and the achievement of these stock price performance hurdles correspond to material increases in shareholder value in the years ahead. The PSUs represent an increase in market capitalization from the grant date market capitalization of more than $400 million, $800 million and $1.3 billion at each of the stock price performance hurdles.

The Compensation Committee sought to deliver value within market norms and therefore reviewed similar one-time equity awards disclosed for public companies of similar size over the last five years. We found that the grant date fair value of the PSUs granted to Messrs. Wells and Sailer and Ms. Feldman were within market norms. We also considered the

Notice and Proxy Statement 2025  31

impact of all one-time awards made to Messrs. Wells and Sailer and Ms. Feldman since 2022. In reviewing overall target pay positioning, including the annualized value of one-time awards, we found that Messrs. Wells and Sailer, and Ms. Feldman were positioned near the median.

Please see the section below entitled “2024 Equity Compensation Decisions” for further information regarding these equity awards.

Executive Change in Control Severance Plan

On August 5, 2024, the Compensation Committee adopted the Clear Channel Outdoor Holdings, Inc. Executive Change in Control Severance Plan (the “Change in Control Severance Plan”). Please see the section below entitled “Potential Post-Employment Payments” for a description of the Change in Control Severance Plan.

32  Notice and Proxy Statement 2025

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 2024 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 align their interests with those of our stockholders. For Mr. Wells, approximately 83% 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 73%.

The majority of annualized total direct compensation for our NEOs — approximately 83% for our CEO and on average approximately 73% 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 2024 compensation mix. These annualized values reflect the sum of the full grant date fair value of the 2024 Annual Grants, and annualized value of any outstanding one-time awards.

Element

Objective

Time Horizon

Metrics

Cash or Equity

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 and 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) and excluding bonus expenses, and for 2024, further adjusted to reflect hurricane expenses.

Notice and Proxy Statement 2025  33

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

✔  Maintain a peer group for benchmarking pay

✔  Set challenging short- and long-term incentive objectives

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

✔  Set forth stock ownership guidelines for executives, with minimum ownership levels defined by role

✔  Have double-trigger change-in-control arrangements

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

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

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

✔  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

34  Notice and Proxy Statement 2025

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 compensation.

These recommendations take into consideration the competitive market pay data provided by the Committee’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 Committee’s independent compensation consultant.)

»

The Compensation Committee considers these recommendations together with the input of the independent compensation consultant and the full Board. Subsequently, the Compensation Committee determines the NEOs’ compensation in alignment 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 2025  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 2024 we worked with the 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 41^st 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 based on revenue—generally 0.5x - 2.5x that of Clear Channel Outdoor, 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

2024 Executive Compensation Peer Group

AMC Networks, 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.

36  Notice and Proxy Statement 2025

Element

Objective

Type of
Compensation

Key Features

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

Executive Change in Control Severance Plan

•  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 2025  37

12/31/2023

Salary

12/31/2024

Salary

Percent

Change

Scott R. Wells

$

1,100,000

$

1,100,000

0.0

% 

David J. Sailer⁽¹⁾

$

540,000

$

650,000

20.4

% 

Lynn A. Feldman

$

650,000

$

650,000

0.0

% 

Justin Cochrane⁽²⁾

$

479,172

$

479,172

0.0

% 

Jason A. Dilger

$

400,000

$

400,000

0.0

% 

Brian D. Coleman⁽³⁾

$

700,000

—

—

On March 1, 2024, in connection with his promotion to Executive Vice President, Chief Financial Officer of the Company, Mr. Sailer received a base salary increase from $540,000 to $650,000.

Mr. Cochrane is a citizen of the United Kingdom, and therefore amounts reported for him that were originally denominated in British pounds have been converted to U.S. dollars using the average exchange rate of £0.7826 = $1.

On March 1, 2024, in connection with his transition from Executive Vice President, Chief Financial Officer of the Company to a consultant of the Company and his entry into a consulting agreement, Mr. Coleman ceased to receive his $700,000 per annum base salary, and instead began receiving a consulting fee of $29,000 per month.

38  Notice and Proxy Statement 2025

Annual Incentive Plan Financial Measure

The Compensation Committee selected Plan Adjusted EBITDA because it is one of the primary measures management uses for planning and forecasting of future periods and is similar to the Company’s externally reported measure of performance, Adjusted EBITDA.

Notice and Proxy Statement 2025  39

2024 CCOH Plan

Adjusted EBITDA

($M)

2024 Europe Plan

Adjusted EBITDA

($M)

Original Target Approved in the first quarter of 2024

$

629.0

$

108.1

Addition of Spain

$

16.7

$

16.7

Target used for Executive Bonus Calculations

$

645.7

$

124.7

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

The financial objectives for Mr. Sailer were based on Clear Channel Outdoor (CCOH) and Clear Channel Outdoor Americas (CCOA) Plan Adjusted EBITDA (calculated similarly to CCOH Plan Adjusted EBITDA, except at the level of the Americas segment) (with the weighting split 35% on each) from January 1, 2024 through February 29, 2024 and were based on CCOH Plan Adjusted EBITDA from March 1, 2024 through December 31, 2024; and

The financial objectives for Mr. Cochrane were based on Europe Plan Adjusted EBITDA.

Deliver portfolio strategy and balance sheet enhancements;

Continue to drive CCOH’s technology transformation and CCOA digital transformation;

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.

Deliver portfolio strength, manage balance sheet, capital structure and liquidity, and drive outstanding execution;

Enhance culture and investor relations;

40  Notice and Proxy Statement 2025

Maintain operational excellence across corporate functions; and

Manage and support strategic initiatives.

Plan and implement transition of legal and compliance operations in connection with the sale of our business in Spain;

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

Continue to improve CCOH’s public company processes, including managing outreach from shareholders;

Deliver on corporate transactions; and

Further development of executive compensation functions.

Complete the transition of CCOH’s European transactions, including, without limitation, the sale of our businesses in Europe;

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.

Continue to improve and expand CCOH’s business services center support;

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 sales of our businesses in Europe-North.

Notice and Proxy Statement 2025  41

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

110

%

$

1,210,000

70

%

99

%

30

%

200

%

129

%

$

1,560,740

David J. Sailer⁽²⁾

99

%

$

623,115

70

%

98

%

30

%

180

%

123

%

$

766,025

Lynn A. Feldman

100

%

$

650,000

70

%

99

%

30

%

200

%

129

%

$

838,414

Justin Cochrane⁽³⁾

100

%

$

479,172

70

%

125

%

30

%

110

%

121

%

$

578,642

Jason A. Dilger

60

%

$

240,000

70

%

99

%

30

%

180

%

123

%

$

295,168

Brian D. Coleman⁽⁴⁾

100

%

$

114,754

70

%

99

%

30

%

100

%

99

%

$

113,591

Financial portion actual payout percent is based on Plan Adjusted EBITDA achievement of 99.7% for overall CCOH, 99.5% for CCOA and 106.3% for Europe applied to the annual incentive payout curve.

Target amounts for Mr. Sailer are prorated for changes during 2024 in connection with his promotion to Executive Vice President and Chief Financial Officer of the Company.

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 £0.7826 = $1.

Target amounts for Mr. Coleman are prorated for the portion of 2024 he served as Executive Vice President and Chief Financial Officer of the Company.