David Sailer
Clear Channel Outdoor HoldingsAbout David Sailer
David J. Sailer is Executive Vice President and Chief Financial Officer of Clear Channel Outdoor Holdings (CCO), appointed March 1, 2024 after serving as CFO of Clear Channel Outdoor Americas since August 2014 and EVP of Corporate Development since January 2023 . He is 50 years old, holds an MBA from Fordham University and a Bachelor of Professional Accounting from Montclair State University, and previously held senior finance roles at iHeartMedia and NBCUniversal . Under Sailer’s finance leadership, 2024 consolidated revenue rose to $1,505.2 million from $1,434.2 million, and Plan Adjusted EBITDA used for bonuses increased to $643.8 million from $571.4 million . CCO’s 2024 TSR value (from a fixed $100 base in 2019) was $48, reflecting market performance dynamics captured in the pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clear Channel Outdoor Holdings | EVP, Chief Financial Officer | 2024–present | Led debt refinancing, investor engagement; contributed to Latin America and Europe divestitures; supported AFFO growth in 2H 2024 |
| Clear Channel Outdoor Holdings | EVP, Corporate Development | 2023–2024 | Advanced portfolio optimization initiatives |
| Clear Channel Outdoor Americas | EVP, Chief Financial Officer | 2014–2024 | Oversaw Americas finance across cycles and digital expansion |
| iHeartMedia | SVP, FP&A | 2013–2014 | Enterprise planning leadership |
| NBC News Digital Portfolio | Chief Financial Officer | — | Digital media finance leadership |
| NBCUniversal | Various leadership roles | — | Operating finance roles across media businesses |
| Hunter Group LLP | Staff Accountant | — | Foundational accounting experience |
External Roles
No external board roles disclosed for Sailer in company filings. (Nothing disclosed)
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $650,000 |
| Target Bonus (% of Salary) | 100% |
| Actual Annual Incentive Paid ($) | $766,025 (paid Mar 2025) |
Performance Compensation
Annual Incentive Structure and FY 2024 Outcomes
| Component | Weight | Target Basis | Actual Achievement | Payout vs Target |
|---|---|---|---|---|
| Plan Adjusted EBITDA (Company/Segment) | 70% | CCOH target $645.7M after Spain adjustment | Sailer financial component: 98% | 98% |
| Individual MBOs | 30% | Defined CFO objectives | 180% | 180% |
| Total | — | — | — | 123% = $766,025 |
Key FY 2024 individual achievements: seamless CFO transition; capital structure and liquidity management; investor relations; contributions to Latin America and Europe asset sales; term loan refinancing; AFFO growth in 2H 2024 .
FY 2024 Equity Grants (Grant Date: May 15, 2024)
| Award Type | Shares / Units | Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|
| RSUs | 415,584 | $648,311 | Time-based | 1/3 on 4/1/2025, 4/1/2026, 4/1/2027 |
| PSUs (Annual) | 510,638 target | $959,999 | Relative TSR vs S&P 600; 0–150% payout; 100% cap if TSR<0 | Earned over 4/1/2024–3/31/2027; vests 4/1/2027 |
| PSUs (One-Time) | 1,025,641 | $1,343,590 | Absolute stock price hurdles at $2.50, $3.25, $4.25; three tranches | Earn/vest upon hurdle achievement; performance period through 5/31/2028 |
Program design emphasizes performance-based LTI (60% PSUs for Sailer) to align with shareholder returns .
Equity Ownership & Alignment
| Item | Amount / Policy |
|---|---|
| Beneficial Ownership (Apr 2, 2025) | 457,204 shares (436,897 common + 20,307 vested options) |
| Shares Outstanding (Apr 2, 2025) | 496,624,429 |
| Ownership % of Outstanding | ~0.092% (457,204 / 496,624,429) |
| Unvested RSUs (12/31/2024) | 415,584 |
| Unvested PSUs (12/31/2024) | 510,638 annual; 1,025,641 one-time |
| Options Exercisable | 20,307 at $7.71 and $5.69 strikes |
| Options In-the-Money Value | $0 at $1.37 stock price (12/31/2024) |
| Ownership Guideline | 3x base salary for CFO |
| Hedging/Pledging | Prohibited except pledging with prior approval; anti-hedging policy |
| 10b5-1 Plans (Q3 2025) | No adoptions or terminations by officers or directors |
Vesting calendar and potential supply: 1/3 of 415,584 RSUs vest on each 4/1/2025 and 4/1/2026, with PSUs potentially settling on 4/1/2027 subject to performance; one-time PSUs may vest upon stock price hurdle achievements through 5/31/2028 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Effective March 1, 2024; initial term to March 1, 2027; auto-renew 2-year periods unless non-renewal notice given Aug 1–Aug 31 preceding term end |
| Compensation | Base $650,000; annual bonus target 100% of base; annual equity target ~$1.2M; sign-on LTI ~$400,000 |
| Non-Compete / Covenants | Non-compete, non-interference, non-solicit for 12 months post-employment; confidentiality/work product/trade secret obligations |
| Severance (Non-CIC) | 12 months base salary; pro-rata annual bonus based on actual performance; vesting of time-based awards scheduled within 12 months; pro-rata eligibility on PSUs based on time-to-vesting tiers; subject to release |
| Change-in-Control (CIC) Plan | Double-trigger; 1.5x base + target bonus lump sum; pro-rated current-year bonus; COBRA reimbursement for 18 months; equity per award terms with accelerated vesting upon qualifying termination |
| CIC Illustrative Values (Dec 31, 2024 scenario) | Cash $2,675,698; COBRA $38,727; accelerated equity vesting $3,264,951 |
Compensation Structure Analysis
- LTI mix emphasizes PSUs (60% for Sailer) tied to relative TSR, with a 100% cap if TSR is negative, strengthening pay-for-performance rigor .
- One-time PSUs with absolute stock price hurdles ($2.50/$3.25/$4.25) directly link awards to market capitalization milestones and retention through May 31, 2028 .
- Annual incentive balances financial discipline (70% Plan Adjusted EBITDA) with strategic execution MBOs (30%), and payouts were near-target on financials with high MBO outcomes (total 123% for Sailer) .
- Clawback policy updated in 2023 to comply with NYSE/Section 10D for restatement recovery of incentive compensation .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Consolidated Revenue ($000s) | $1,434,186 | $1,505,230 |
| Digital Revenue ($000s) | $582,398 | $622,251 |
| Plan Adjusted EBITDA ($000s) | $571,374 | $643,846 |
Notable execution in 2024: debt transactions (issuance/refinancing), divestiture processes in Europe/Latin America, term loan refinancing, investor engagement, and operational finance improvements under Sailer’s leadership .
Compensation Peer Group (Benchmarking)
CCO benchmarks executive pay to a media/technology-centric peer set, generally targeting the 50th percentile when goals are achieved; CCO’s revenues were near the 41st percentile of the peer group . 2024 peer group included AMC Networks, Criteo, Gannett, Gray Television, Lamar Advertising, Stagwell, Nexstar, Outfront Media, Quad/Graphics, Sinclair, Sirius XM, TEGNA, The New York Times Company, Ziff Davis, Yelp, with updates noted in 2023–2024 .
Say-on-Pay & Shareholder Feedback
Approximately 99% of votes cast approved NEO compensation at the May 2024 annual meeting, indicating strong shareholder support for the pay-for-performance framework .
Risk Indicators & Red Flags
- Hedging/pledging of company stock is prohibited (limited pledging with prior approval), reducing misalignment risk .
- No Rule 10b5-1 or non-Rule trading arrangements adopted/terminated in Q3 2025 by officers or directors, reducing near-term insider selling program risk .
- CIC plan is double-trigger, avoiding single-trigger windfalls; no tax gross-ups disclosed under CIC plan .
Equity Award Vesting Schedules and Potential Selling Pressure
| Award | Shares | Key Dates |
|---|---|---|
| RSUs (2024 grant) | 415,584 | 1/3 on 4/1/2025; 4/1/2026; 4/1/2027 |
| PSUs (2024 annual) | 510,638 target | Performance period 4/1/2024–3/31/2027; vests 4/1/2027 |
| PSUs (2024 one-time hurdles) | 1,025,641 | Price hurdles $2.50/$3.25/$4.25; through 5/31/2028 |
Concentrated RSU vesting around April each year and PSU settlements at performance period end may create event-driven liquidity windows; policy constraints (anti-hedging/pledging) and potential 10b5-1 planning can mitigate market impact .
Governance & Controls
Sailer provided SOX 302 and 906 certifications on the Q3 2025 Form 10-Q as CFO, with management concluding disclosure controls were effective and no material changes in ICFR during the quarter .
Investment Implications
- Alignment and upside leverage: High proportion of PSUs, including price-hurdle awards, ties Sailer’s long-term pay to stock performance and market cap expansion; negative TSR caps PSU payouts, tempering windfalls in down markets .
- Retention risk mitigants: Multi-year vesting (RSUs and PSUs) and CIC double-trigger economics (1.5x base+bonus and accelerated equity per terms) reduce near-term departure risk while preserving performance linkage .
- Near-term events: April RSU vesting tranches and 2027 PSU performance end-date could create periodic supply; absence of recent 10b5-1 plan changes decreases forced selling signals .
- Operational execution: 2024 revenue and Plan Adjusted EBITDA improvements, plus ongoing portfolio optimization and refinancing, suggest a disciplined finance posture under Sailer, but absolute TSR remains depressed (2024 TSR value $48), keeping equity-sensitive awards at risk and highlighting the importance of sustained execution and deleveraging .