| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 15, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) and Scott R. Wells, Chief Executive Officer of the Company, entered into a second amended and restated employment agreement (the “Second A&R Employment Agreement”), effective as of January 1, 2026 (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 Mr. Wells, which became effective January 1, 2022 and was scheduled to expire by its terms on January 1, 2026.
The initial term of the Second A&R Employment Agreement ends on January 1, 2030, and will be automatically extended for additional four-year periods, unless the Company or Mr. Wells gives prior written notice of non-renewal between August 1 and September 1 prior to the end of the then-applicable employment term.
Pursuant to the Second A&R Employment Agreement, Mr. Wells will (i) receive a base salary at an annualized rate of $1,200,000, (ii) be eligible to receive an annual performance bonus with a target of 120% of his annual base salary and (iii) be eligible to receive an annual equity incentive grant with an annual target value of $4,000,000, but in no event will the grant date fair value of any such award be less than $2,000,000, 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 Mr. Wells’ employment without “cause” (as defined in the Second A&R Employment Agreement), if the Company does not renew the Second A&R Employment Agreement or if Mr. Wells resigns for “good reason” (as defined in the Second A&R Employment Agreement), Mr. Wells will receive his 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 Mr. Wells 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, Mr. Wells will receive (a) his base salary payable over an 18-month period (the “Severance Payments”, and such period, the “Severance Pay Period”), (b) a pro rata annual bonus payment for the calendar year of Mr. Wells’ 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, (c) a separation bonus in an amount equal to the target annual bonus for the year in which Mr. Wells’ employment terminates, payable in a lump sum, (d) a lump sum cash payment equal to the product of (A) 18 and (B) the monthly COBRA premiums Mr. Wells would be required to pay if he elected pursuant to COBRA to continue the health benefits coverage Mr. Wells had prior to the termination date (less the amount he would have to pay for such coverage as an active employee and all other applicable withholdings and deductions), and (e) 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 stock units, (x) one-third of the target number of shares underlying the performance stock 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 stock 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 stock 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 stock 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 Mr. Wells breaches any post-employment obligations or covenants 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.
