Jason Dilger
Clear Channel Outdoor HoldingsAbout Jason Dilger
Jason A. Dilger is Senior Vice President and Chief Accounting Officer (CAO) of Clear Channel Outdoor Holdings, appointed May 1, 2019; age 51 as of Feb 24, 2025. He previously served as SVP, Accounting for Clear Channel Outdoor Americas (2011–2019), Corporate Controller at Sinclair Broadcast Group (2006–2011), and held accounting/finance roles at Municipal Mortgage & Equity after nearly a decade in public accounting at Arthur Andersen and Ernst & Young. He is a CPA with a B.S. in Accounting from the University of Delaware . 2024 objectives emphasized operational excellence, working capital/cash flow/automation, and support for capital markets and divestitures; the Compensation Committee approved his 2024 bonus at 123% of target, with the financial (Plan Adjusted EBITDA) component paying at 99% and MBOs at 180% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clear Channel Outdoor Holdings | SVP, Chief Accounting Officer | 2019–present | Led accounting and business services; enhanced external reporting; improved working capital/cash flow/automation; supported debt refinancing and European/LatAm divestitures in 2024 . |
| Clear Channel Outdoor Americas | SVP, Accounting | 2011–2019 | Led accounting for Americas segment . |
| Sinclair Broadcast Group | Corporate Controller | 2006–2011 | Corporate controllership for large media company . |
| Municipal Mortgage & Equity | Various accounting/finance roles | 2004–2006 | Corporate finance and accounting roles . |
| Arthur Andersen LLP; Ernst & Young LLP | Public accounting | ~1990s–early 2000s | Nearly a decade of audit/accounting experience; foundation for CPA credential . |
External Roles
- None disclosed for Mr. Dilger (no public company directorships or external board roles noted in executive officer disclosures) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $400,000 | $400,000 |
| Annual Target Bonus (% of salary) | 60% (per 2022 agreement) | 60% (per 2022 agreement) | 60% target; actual paid shown below |
| Actual Annual Incentive ($) | $276,706 | $193,070 | $295,168 |
| Stock Awards (Grant-date FV, $) | $306,285 | $337,187 | $353,407 |
| All Other Compensation ($) | $5,000 | $5,000 | $5,000 |
| Total Compensation ($) | $987,991 | $935,257 | $1,053,575 |
- 2025 amended and restated employment agreement (effective Jan 1, 2025) raises base salary to $435,000 and target bonus to 65% of salary; annual equity target value $350,000 (not less than $325,000) .
Performance Compensation
2024 Annual Incentive Plan
| Metric | Weight | Target | Actual | Payout | Notes/Vesting |
|---|---|---|---|---|---|
| Financial (Plan Adjusted EBITDA) | 70% | 100% of target | 99% of target | 99% of weighted component | Company noted 99.7% overall CCOH, 99.5% CCOA, 106.3% Europe against plan . |
| Management By Objectives (MBOs) | 30% | 100% of target | 180% of target | 180% of weighted component | Objectives included business services center, capital markets/treasury support, accounting ops excellence, staffing/engagement, and Europe-North divestiture support . |
| Total Payout | 100% | — | — | 123% of target; $295,168 actual vs $240,000 target (60% of $400,000) | Paid March 2025 . |
2024 Equity Awards (Granted May 15, 2024)
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 5/15/2024 | Time-vesting RSUs | 170,454 | $265,908 | One-third vests on April 1, 2025, 2026, 2027; i.e., 56,818 per tranche (1/3 of 170,454) . |
| 5/15/2024 | PSUs (Relative TSR) | 46,542 target | $87,499 | Earned 0–150% based on relative TSR; earned shares vest 100% on April 1, 2027 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 367,039 shares as of April 2, 2025; less than 1% of outstanding (496,624,429 shares outstanding) . |
| Stock Ownership Guideline | 1x base salary requirement for Dilger; measured annually; unvested RSUs count, options/uneamed PSUs do not . |
| Anti-Hedging/Pledging | Hedging prohibited; pledging prohibited absent prior approval; no pledging by Dilger disclosed . |
| Clawback Policy | NYSE 10D-compliant: recoup excess incentive-based comp for 3 completed fiscal years preceding a required restatement; applies to cash and equity tied to financial measures . |
Outstanding Equity Awards (as of Dec 31, 2024)
| Instrument | Quantity | Exercise Price | Expiration | Notes |
|---|---|---|---|---|
| Stock options (exercisable) | 3,776 | $7.71 | 6/15/2025 | — |
| Stock options (exercisable) | 3,078 | $5.69 | 6/3/2026 | — |
| Time-vesting RSUs (unvested) | 16,414 | — | — | Grant category (c) . |
| Time-vesting RSUs (unvested) | 33,102 | — | — | Grant category (d) . |
| Time-vesting RSUs (unvested) | 81,250 | — | — | Grant category (e) . |
| Time-vesting RSUs (unvested) | 165,509 | — | — | Grant category (f) . |
| Time-vesting RSUs (unvested) | 170,454 | — | — | 2024 annual RSUs; 1/3 vests 4/1/2025–2027 . |
| PSUs (target, unearned) | 46,542 | — | — | 2024 annual PSUs; vest based on relative TSR 0–150% on 4/1/2027 . |
| Valuation reference | — | — | — | Company notes $1.37 closing price on 12/31/2024 for market value; options appear out-of-the-money at that price . |
Vesting cadence and potential selling pressure:
- 2024 RSUs: 56,818 shares vest on each of April 1, 2025/2026/2027 (subject to taxes/withholding) .
- 2024 PSUs: up to 69,813 maximum shares (150% of 46,542) could vest on April 1, 2027 depending on relative TSR performance .
Employment Terms
- 2025 Amended & Restated Employment Agreement (effective Jan 1, 2025): Initial term through Jan 1, 2028; auto-renews for 3-year periods unless non-renewal notice given between June 1–July 1 prior to term end .
- Compensation under 2025 agreement: Base salary $435,000; target bonus 65% of salary; annual equity target value $350,000, with a floor of $325,000 per award .
- Restrictive covenants: Non-compete, non-interference, and non-solicitation during employment and for 12 months thereafter; confidentiality/work product/trade secret provisions apply .
- Termination (without Cause / Company non-renewal): Accrued pay/benefits; 12 months of base salary paid in payroll cycles upon release; pro-rata annual bonus based on actual performance; time-vesting equity scheduled to vest within 12 months post-termination vests at termination; performance-vesting RSUs become eligible on a sliding basis depending on proximity to scheduled vest date (1/3 if >2 years out, 2/3 if 1–2 years out, 100% if within 1 year), with earned amounts delivered within 60 days after performance period .
- Change in Control Severance Plan (adopted Aug 5, 2024): Double-trigger; upon a Qualifying Termination within 12 months post-CIC, Dilger receives cash equal to 1.0x (base salary + target bonus), pro-rated current-year bonus based on actual performance, any earned but unpaid prior-year bonus, and COBRA premium reimbursement during 12-month benefit period, subject to release and covenant compliance; equity treated per award agreements/employment agreement .
Potential Payments (Illustrative, assuming Dec 31, 2024 trigger)
| Scenario | Cash Payment | Benefits (COBRA) | Equity Vesting | Total |
|---|---|---|---|---|
| Termination without Cause (non-CIC context) | $695,168 | — | — | $695,168 |
| Change in Control with Qualifying Termination | $935,168 | $26,769 | $672,947 | $1,634,884 |
Investment Implications
- Pay-for-performance alignment: 2024 bonus funding tied primarily to Plan Adjusted EBITDA (70% weight) and MBOs (30%); Dilger’s 123% payout reflects near-target EBITDA and strong individual execution on refinancing and asset sales, which are material to deleveraging and portfolio focus . Equity mix includes time-vesting RSUs and TSR-based PSUs; the latter directly link value to relative shareholder returns .
- Retention and selling pressure: Multi-year RSU tranches (notably 56,818 shares vesting on April 1 of 2025/2026/2027) create steady retention hooks but can add episodic supply; PSUs concentrate vesting/supply into 2027 contingent on TSR performance . Options appear out-of-the-money at 12/31/2024 prices, reducing near-term monetization leverage .
- Change-in-control economics: Double-trigger protection with a modest 1x multiple and 12-month benefits lowers parachute risk; equity treatment governed by agreements preserves alignment while avoiding single-trigger windfalls .
- Governance and risk: Anti-hedging/pledging restrictions, stock ownership guidelines (1x salary), and a compliant clawback policy support shareholder alignment; no pledging by Dilger disclosed. His authorship of SEC correspondence addressing revenue classification and non-GAAP presentations indicates compliance focus and credible control environment stewardship—incrementally positive for execution risk assessment .