| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 22, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) and Lynn Feldman, Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary of the Company, entered into a second amended and restated employment agreement (the “Second A&R Employment Agreement”), effective as of August 1, 2025 (the “Effective Date”). As of the Effective Date, the Second A&R Employment Agreement will supersede the existing amended and restated employment agreement between the Company and Ms. Feldman, effective November 1, 2022.
The initial term of the Second A&R Employment Agreement ends on July 31, 2028, and will be automatically extended for additional two-year periods, unless the Company or Ms. Feldman gives prior written notice of non-renewal between December 1 and December 31 prior to the end of the then-applicable employment term.
Pursuant to the Second A&R Employment Agreement, Ms. Feldman will (i) receive a base salary at an annualized rate of $750,000 (retroactive to June 1, 2025), (ii) be eligible to receive an annual performance bonus with a target of 100% of her annual base salary and (iii) be eligible to receive an annual equity incentive grant with an annual target value of $1,400,000, but in no event will the grant date fair value of any such award be less than $300,000, the form of which will be determined by the Compensation Committee of the Board of Directors of the Company. Each such award will be granted pursuant to and subject to the terms and conditions of the Company’s 2012 Third Amended and Restated Stock Incentive Plan (or any successor incentive plan) and applicable award agreement(s).
If the Company terminates Ms. Feldman’s employment without “cause” (as defined in the Second A&R Employment Agreement), if the Company or Ms. Feldman do not renew the Second A&R Employment Agreement or if Ms. Feldman resigns for “good cause” (as defined in the Second A&R Employment Agreement), Ms. Feldman will receive her accrued and unpaid base salary through the termination date, any unpaid annual bonus for the prior year and any payments required under applicable employee benefit plans. In addition, if Ms. Feldman timely executes and does not revoke a severance agreement and general release of claims in favor of the Company in a form satisfactory to the Company, Ms. Feldman will receive (a) her base salary payable over a 12-month period (the “Severance Payments”, and such period, the “Severance Pay Period”), (b) a pro rata annual bonus payment for the calendar year of Ms. Feldman’s termination, calculated based upon actual performance as of the termination date as related to overall performance at the end of the calendar year, and payable at the same time as bonuses are paid to other employees of the Company, and (c) the following equity treatment: (i) any unvested time-vesting equity awards scheduled to vest during the 12-month period following the date of termination will vest in full on the date of termination, and (ii) with respect to any outstanding and unvested performance share units, (x) one-third of the target number of shares underlying the performance share units will remain eligible to vest if the date of termination is before the date that is two years prior to the vesting date, (y) two-thirds of the target number of shares underlying the performance share units will remain eligible to vest if the date of termination is on or after the date which is two years prior to the vesting date but before the date that is one year prior to the vesting date and (z) 100% of the target number of shares underlying the performance share units will remain eligible to vest if the date of termination is on or after the date that is one year prior to the vesting date. The portion of the performance share units eligible to vest will remain outstanding and eligible to be earned at the end of the applicable performance period based on the applicable performance metrics as outlined in the applicable award agreement. If Ms. Feldman breaches any post-employment obligations, is hired or engaged by any competitor of the Company during the Severance Pay Period or is rehired by the Company during the Severance Pay Period, the Severance Payments will cease.
The Second A&R Employment Agreement also contains a customary perpetual confidentiality provision, as well as customary non-interference, non-solicitation and non-competition provisions that apply during employment and for the 12-month period thereafter.
The foregoing description of the Second A&R Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text and terms of the agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
