Business Context and Reporting Period
This Form 8-K Current Report was filed by Clear Channel Outdoor Holdings, Inc. on October 20, 2020. The filing discloses the approval of equity-based compensation grants to named executive officers by the Compensation Committee of the Board of Directors.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes and Compensation Grants
On October 20, 2020, the Company approved grants of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) under the 2012 Amended and Restated Stock Incentive Plan. The grants are detailed below:
| Executive Officer | RSUs Granted | PSUs Granted (Target) |
|---|---|---|
| C. William Eccleshare | 728,155 | 750,000 |
| Brian D. Coleman | 485,436 | 500,000 |
| Scott Wells | 582,524 | 600,000 |
| Lynn A. Feldman | 339,805 | 350,000 |
| Jason A. Dilger | 97,087 | 100,000 |
RSU Vesting Terms
- Schedule: Three equal annual installments on April 1, 2021, 2022, and 2023.
- Settlement: Shares of common stock or cash at the election of the Compensation Committee.
- Termination: Full vesting on death/disability; pro-rata vesting on retirement; forfeiture on other terminations unless a change in control occurs within 12 months (100% vesting).
PSU Vesting Terms
- Performance Period: October 1, 2019, to March 31, 2022.
- Metric: Total Shareholder Return (TSR) relative to a peer group.
- Payout Levels: 150% at 90th percentile, 100% at 60th percentile, 50% at 30th percentile. Linear interpolation applies between levels.
- Termination: Target vesting on death/disability; pro-rata eligibility on retirement; forfeiture on other terminations unless a change in control occurs within 12 months (100% vesting at target).
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The primary risk disclosed relates to the forfeiture of unvested equity upon termination of employment for reasons other than death, disability, retirement, or change in control.
Key Facts for Investor Verification
- Verify the specific peer group used for the Relative TSR calculation for the PSUs.
- Confirm the current stock price to estimate the fair market value of the granted RSUs and PSUs.
- Review the attached Exhibit 10.1 for the full legal terms of the RSU award agreement.
- Note that the PSUs cover a performance period that began in October 2019, prior to this filing date.