John Dionne

About John Dionne

John Dionne (age 61) has served on Clear Channel Outdoor’s board since 2019; he is Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee . He is a retired Senior Advisor at Blackstone Group L.P. (2013–2024) and has been a Senior Lecturer in the Finance Unit at Harvard Business School since January 2014; earlier, he was Global Head of Private Equity Business Development & Investor Relations at Blackstone, a member of Blackstone’s Private Equity and Valuation Committees, and Founder/CIO of the Blackstone Distressed Securities Fund; he began his career at PricewaterhouseCoopers . His education includes a B.S. magna cum laude in Accounting, Economics & Finance (University of Scranton) and an MBA with academic honors (Harvard Business School); he previously held CFA and CPA designations .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except the CEO are independent under NYSE and company standards; all Audit and Compensation Committee members meet heightened independence requirements . Dionne is independent and serves as Audit Committee member and Nominating & Corporate Governance Committee Chair .
• Board & Committee Activity:
  • Board meetings in 2024: 13; all incumbent directors attended at least 87% of aggregate Board and committee meetings during their service .
  • Executive sessions: independent directors met separately at least once in 2024; presided over by an independent Chair of the Board (W. Benjamin Moreland) .
• Committee memberships and 2024 meeting cadence:
  • Audit Committee: Member; meetings held: 4 .
  • Nominating & Corporate Governance Committee: Chair; meetings held: 5 .
• Corporate governance practices: Independent Board leadership; annual director elections; written committee charters; prohibition on hedging and pledging of company equity by directors; stock ownership guidelines for directors and senior executives .

Fixed Compensation

Notes:

• 2024 Director Compensation Table for Dionne: Fees Earned/Paid in Cash: $—; Stock Awards: $247,498; Total: $247,498 .
• RSU grant date fair value is based on closing stock price on grant date, per plan valuation .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and investment expertise: Led global fundraising efforts exceeding $25B for Blackstone’s private equity vehicles; managed distressed securities fund with peak AUM >$2B .
• Professional credentials: Previously a Chartered Financial Analyst and Certified Public Accountant .
• Governance and board experience: Significant experience as a director across companies and not-for-profits; Chair of Nominating & Corporate Governance Committee at CCO .
• Education: B.S. magna cum laude (University of Scranton); MBA with academic honors (Harvard Business School) .

Equity Ownership

Governance Assessment

• Alignment signals:

  • Independent status; serves as NCGC Chair and Audit Committee member, with committees composed solely of independent directors under NYSE rules .
  • Chose to take 100% of cash retainer/fees in RSUs, resulting in equity-only compensation in 2024 ($247,498 stock awards; $— cash), enhancing “skin in the game” alignment .
  • Board governance practices prohibit hedging/pledging; independent Chair; executive sessions held; annual elections; robust charters and self-evaluations .
  • Board and committee engagement: 13 meetings in 2024; all incumbents ≥87% attendance; committee cadence (Audit 4; NCGC 5) suggests active oversight .
  • Shareholder support: 2024 say-on-pay approval ~99%, indicating broad investor confidence in compensation governance .

• Conflicts and related-party review:

  • Ordinary-course transactions involving family members of Dionne and other directors were reviewed; Board concluded these did not impair independence (amounts below NYSE thresholds; arm’s-length) .
  • No Compensation Committee interlocks disclosed for 2024; Dionne is not on the Compensation Committee .

• Compensation structure observations:

  • Director equity is time-based RSUs (annual grant, full vest Jan 1 following grant); no PSUs or option awards disclosed for directors, and no performance metrics tied to director compensation .

RED FLAGS

• Related-party proximity: Family members employed at counterparties to/from which CCO transacts—Board reviewed and deemed immaterial, but remains a monitoring point for potential perceived conflicts .
• Absence of performance conditions in director equity (time-based RSUs only) reduces direct pay-for-performance linkage for directors, though common in market practice .

Overall: Dionne’s independent status, governance chair role, and equity-heavy compensation election support investor-aligned oversight. Routine related-party proximity was vetted with independence maintained; continued monitoring is prudent .