Joe Marchese
Clear Channel Outdoor HoldingsAbout Joe Marchese
Joe Marchese (age 44) is an independent director of Clear Channel Outdoor Holdings, Inc. (CCO) serving since 2019, with core expertise in advertising, investment strategy, and board governance . He is CEO of Attention Capital (since Aug 2019) and Co‑Founder/Executive Chairman of Human Ventures (since Feb 2015), and previously served as President of Advertising Revenue at Fox Networks Group (2015–2019), including oversight of multi‑billion‑dollar ad sales . Marchese co‑founded true[X] (CEO 2013–2015) and holds a B.A. in Economics and Finance from Bentley University . He is independent under NYSE and company standards, with the Board affirming his independence despite ordinary‑course customer relationships involving entities he is affiliated with .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Networks Group | President of Advertising Revenue | 2015–2019 | Oversaw multi‑billion dollar ad sales, research, and innovation across major networks |
| true[X] | Co‑Founder & CEO | 2013–2015 | Led advertising engagement tech; sold to 21st Century Fox in Feb 2015 |
| Various media/consulting roles | Executive/Consultant/Entrepreneur | Prior to 2013 | Multiple ventures and media leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Attention Capital | Chief Executive Officer | Aug 2019–present | Media/technology holding company |
| Human Ventures Co. | Co‑Founder & Executive Chairman | Feb 2015–present | Startup studio and venture fund |
| Casa Komos Beverage Group | Partner/Co‑Founder | Since 2019 | Portfolio of hospitality brands |
| Cox Media Group | Board Member | Since Feb 2020 | Large media/news/entertainment company (private) |
| National CineMedia, Inc. | Board Member | Since Aug 2023 | Public company directorship |
Board Governance
- Independence: Board determined all directors other than the CEO (Mr. Wells) are independent; Marchese’s affiliated entities had arms‑length advertising transactions that did not exceed in any of the last three fiscal years the greater of $1 million or 2% of the counterparty’s revenues; independence unimpaired .
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Board/Committee Meetings: Board met 13 times in 2024; all incumbent directors attended ≥87% of the aggregate of Board and committee meetings; Compensation Committee held 6 meetings; Nominating & Corporate Governance held 5 .
- Governance structure: Independent non‑executive Chair (W. Benjamin Moreland); executive sessions of independent directors held at least once in 2024; prohibitions on hedging and pledging of company equity .
Fixed Compensation (Director)
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | $0 | Elected to receive equity in lieu of cash; standard program is $75,000 cash |
| Committee membership fees (cash) | $0 | Elected to receive RSUs; standard fees: $10,000 (Comp) + $7,500 (NCGC) for members |
| Equity awards (RSUs) | $242,498 | 2024 stock awards total; includes annual RSUs plus RSUs for cash retainer/fees taken in equity |
| RSU grants detail | Units | Vesting |
| Annual RSUs (Feb 15, 2024) | 80,213 | Vested in full on Jan 1, 2025 |
| RSUs in lieu of cash retainer/fees | 49,465 | Vested quarterly on Apr 1, Jul 1, Oct 1, 2024 and Jan 1, 2025 |
- No meeting fees; program approved Apr 30, 2019 provides $75k cash + $150k equity annually; additional chair/member fees by committee; directors may elect up to 100% of cash retainer in RSUs .
Performance Compensation (Director)
| Element | Metrics | Terms |
|---|---|---|
| None disclosed for directors | N/A | Director equity is time‑based RSUs; no director PSUs or options in 2024 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| National CineMedia, Inc. | Public | Director | Public board seat; no related‑party transactions disclosed with CCO |
| Cox Media Group | Private | Director | CCO provided outdoor advertising to companies where Marchese is a director or equivalent; arms‑length ordinary course; below materiality thresholds; independence affirmed |
Expertise & Qualifications
- Extensive advertising industry experience; investment strategy and leadership roles; board governance experience .
- Recognized industry leader; inducted into AAF Advertising Hall of Achievement (2016) .
- Education: B.A. Economics & Finance, Bentley University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Joe Marchese | 654,051 | <1% (asterisked in filing) |
- Directors/executive officers prohibited from hedging or pledging CCO equity; any pledging would require prior compliance approval .
Governance Assessment
- Strengths: Independent director with relevant advertising and investment expertise; active committee membership (Compensation; Nominating/Governance); strong board engagement and attendance; robust governance framework (independent chair, executive sessions, clawback policy, anti‑hedging/pledging) .
- Pay alignment: Director compensation primarily equity; Marchese elected 100% equity form for 2024 retainer/fees, enhancing alignment with shareholders .
- Shareholder signals: Company’s say‑on‑pay support at ~99% in May 2024 indicates broad investor confidence in compensation governance (company‑level) .
- Watch items (noted and addressed): Ordinary‑course advertising services provided to entities affiliated with Marchese (and others); Board reviewed and affirmed independence given arms‑length nature and immateriality thresholds .
- RED FLAGS: None disclosed specific to Marchese—no related‑party payments beyond ordinary‑course customer transactions; no hedging/pledging permitted; no attendance concerns .