Iheartmedia Inc

This advisory (non-binding) proposal asks stockholders to approve the overall 2025 compensation awarded to the Company’s named executive officers as disclosed in the proxy. Management frames the vote as a means for investors to express their view on pay-for-performance alignment rather than to modify specific awards; the Compensation Committee will consider the outcome when setting future compensation. Contextually, the Company continues to emphasize a heavily “at-risk” pay mix (a substantial portion of NEO pay is performance-based equity and incentive cash), has recently modified long-term incentive design to focus on multi-year Adjusted EBITDA and relative TSR metrics, and engaged extensively with large holders prior to the meeting. The Board’s recommendation to vote FOR is grounded in the Committee’s view that the compensation program aligns pay with the Company’s strategic priorities, retention needs, and long-term stockholder value creation, and in the Committee’s responsiveness to investor feedback (including eliminating short-term PSU metrics for 2026). Key considerations for an investor evaluating the proposal include recent pay outcomes (below-target annual incentive payouts in recent years, a 101.8% payout on certain prior PSUs due to strong relative TSR), the executive employment-extension agreements for the CEO and President through 2029 that affect retention and severance dynamics, and the use of a mix of share- and cash-settled awards to manage dilution. While advisory, the vote signals stockholder sentiment on compensation philosophy and design; a FOR vote supports the Board’s approach, while a significant AGAINST would likely prompt further engagement and potential design changes. The proposal is not binding, but the Compensation Committee’s commitment to consider vote results, ongoing engagement with holders, and recent structural changes to incentive design are material factors that sophisticated investors should weigh when assessing alignment and governance risk.

The amendment proposes a 13 million share increase to the Plan reserve (bringing the total to 32 million shares) and an extension of the plan term; management seeks approval to ensure adequate share availability for future equity grants to attract and retain talent. The Board and Compensation Committee justify the request by citing historical grant activity and a three-year average burn rate (~2.82%), the current limited remaining reserve (1,941,143 shares as of the Record Date), and an assessment of fully-diluted overhang which would rise to approximately 17.6% if the amendment were approved but is expected to decline thereafter with normal grant and vesting activity. The Amended Plan retains governance protections — no evergreen increase, minimum one-year vesting (with narrow exceptions), no repricing without stockholder approval, limits on non-employee director compensation, and standard change-in-control and adjustment provisions — which the Company highlights to mitigate dilution and align with market practice. From an investor-analyst perspective, key trade-offs include the immediate incremental dilution versus the operational need to preserve an equity vehicle for compensation and retention, the Company’s recent use of cash-settled equity to moderate share usage, and the Board’s view that without approval the Company would be constrained in delivering market-competitive long-term incentives. The Board’s unanimous recommendation FOR the amendment reflects a governance process that considered alternative metrics (burn rate, overhang) and stockholder engagement; however, approving investors should monitor post-approval share utilization, disclosure of grant practices, and the Company’s plans to manage dilution over the medium term. Given the Plan changes, sophisticated investors should also weigh the interaction of the extended plan term and ISO availability with tax and accounting considerations, and whether the request adequately balances talent needs with long-term shareholder dilution.