Lisa Hammitt

About Lisa Hammitt

Lisa Hammitt (age 62) has served on Clear Channel Outdoor’s Board since 2019 and is currently an independent director serving on the Compensation Committee and the Nominating & Corporate Governance Committee. She is Chairwoman of Intelsat S.A. (joined board March 2022; became Chairwoman in 2023) and brings over three decades of technology leadership, including AI/ML, data, and corporate restructuring experience; she is a patent inventor across ontology-driven systems, complex data graphs, blockchain security, quantum networks, and AI-enabled privacy. Education: B.A. in French and B.A. in Economics (UC Berkeley); Graduate Coursework in Artificial Intelligence (Stanford); Executive Education (Stanford Law School; Harvard Business School) .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee .
• Committee leadership: Not a committee chair at CCO .
• Committee meetings held in 2024: Audit (4), Compensation (6), Nominating & Corporate Governance (5) .
• Independence: Board affirmed independence of all directors other than the CEO; compensation and audit committees meet heightened NYSE/SEC standards .
• Attendance: Board held 13 meetings in 2024; all incumbent directors attended at least 87% of aggregate Board and committee meetings; all directors then in office attended the 2024 annual stockholder meeting .
• Executive sessions: Independent directors met in executive session at least once in 2024; presided over by independent Chair .
• Governance practices: Written charters for all committees; annual elections; director independence; anti-hedging/anti-pledging policy applicable to directors; stock ownership guidelines for senior executives and directors .

Fixed Compensation

Program design details:

• Independent director program: $75,000 cash retainer and $150,000 in RSUs annually; RSUs vest in full on January 1 of following fiscal year (subject to service); directors may elect up to 100% of cash retainer in RSUs; no meeting fees .

Performance Compensation

Additional notes:

• Some directors elected to receive annual cash retainer and committee fees in RSUs; Hammitt is not listed among those electing cash-to-RSU conversion in 2024 .

Other Directorships & Interlocks

• Ordinary-course transactions: CCO provided outdoor advertising services to certain entities affiliated with board members, including organizations where Hammitt serves as director; family members of Hammitt (and others) are employed in non-executive roles by companies to which CCO provided or received ordinary-course services. The Board concluded these relationships are arms-length and do not impair independence .

Expertise & Qualifications

• Technology leadership: AI/ML, quantum security, data platforms; multi-decade experience scaling technology businesses and restructuring .
• Patent inventor: Issued and pending patents across ontology-driven information systems, content management, complex data graphs, blockchain security, quantum networks, AI-enabled privacy .
• Education: UC Berkeley (B.A. French; B.A. Economics); Stanford (Graduate AI coursework); Executive Education at Stanford Law School and Harvard Business School .

Equity Ownership

• Shares outstanding: 496,624,429 as of April 2, 2025 .
• Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging CCO equity; significant stock ownership guidelines apply to senior executives and directors (policy-level disclosure) .

Governance Assessment

• Strengths: Dual committee service (Compensation; Nominating & Corporate Governance) supports board effectiveness; independence affirmed under NYSE/SEC standards; high attendance (≥87% of aggregate meetings) and participation in executive sessions; equity-heavy director pay via RSUs aligns interests with shareholders; anti-hedging/pledging policy and formal committee charters reinforce governance quality .
• Watch items / potential conflicts: CCO has ordinary-course transactions with entities affiliated with directors (including Hammitt’s affiliations) and family member employment at companies with services to/from CCO; Board reviewed and concluded independence not impaired, but continued monitoring of transaction scope is warranted for optics and alignment .
• Compensation structure signals: Program stability with standard cash retainer and annual RSUs; Hammitt’s 2024 pay comprised $92,500 cash and $149,998 in RSUs, consistent with equity forward alignment for non-employee directors; no meeting fees reduces potential per-meeting incentives .
• Committee influence: As Compensation Committee member and report signatory, Hammitt participates in executive pay oversight, human capital policies, and consultant selection authority—key levers for pay-for-performance and risk mitigation .