Lynn Feldman
Executive Vice President, Chief Legal Officer and Corporate Secretary at 
Clear Channel Outdoor Holdings
Clear Channel Outdoor HoldingsExecutive
About Lynn Feldman
Lynn A. Feldman, age 56, is Executive Vice President, Chief Legal Officer and Corporate Secretary of Clear Channel Outdoor (CCO). She was appointed EVP, General Counsel and Corporate Secretary on May 1, 2019 and her title changed to Chief Legal Officer on November 1, 2022 . She holds a J.D. from Georgetown University Law Center and a B.A. from Boston College . Under her tenure, CCO delivered 2024 revenue of $1,505.2 million (+5.0% year over year) and 41.3% of consolidated revenue from digital assets, while company Plan Adjusted EBITDA performance for 2024 came in at 99.7% of target; company TSR (initial $100 investment) stood at $48 for 2024 versus $124 for the peer group .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Clear Channel Outdoor Americas | EVP & General Counsel | 2016–2019 | Led Americas legal function; positioned for corporate CLO role |
| Wyndham Hotel Group | EVP & General Counsel | 2009–2015 | Global hospitality legal leadership across regulatory, M&A and operations |
| Wyndham Worldwide Corporation | SVP, Deputy General Counsel & Corporate Secretary | n/d | Corporate governance and legal leadership for public company parent |
| Cendant Corporation | Corporate roles | n/d | Various corporate legal roles prior to Wyndham spin-off era |
| Lowenstein Sandler LLP | Corporate Associate | n/d | Corporate associate experience (foundational transactional/legal skills) |
External Roles
- No public-company directorships or external board roles disclosed for Ms. Feldman in company filings .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 650,000 | 100% of base | 838,414 (paid March 2025) |
| 2023 | 650,000 | 100% of base (per employment agreement) | 552,147 |
| 2022 | 608,356 | 100% of base (per employment agreement) | 719,649 |
Performance Compensation
Annual Incentive (2024 structure and outcome)
| Metric | Weight | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| CCOH Plan Adjusted EBITDA | 70% | Internal target set; adjusted for Spain | 99% of target component | 2024 CCOH actual vs target 99.7%; payout curve applied |
| Individual MBOs | 30% | Pre-set objectives | 200% of target component | Objectives included legal/compliance transition for Spain, equity program refinements, and transaction support |
| Total | — | — | 129% of target; $838,414 payout | Paid March 2025 |
Definition: Plan Adjusted EBITDA = revenue less operating SG&A and corporate expenses, excluding share-based compensation, restructuring/other costs, and bonuses; hurricane-related adjustment in 2024 .
Long-Term Incentive (LTI) – Grants and Vesting Mechanics
| Grant date | Award type | Shares/Units | Grant date fair value ($) | Vesting/Performance |
|---|---|---|---|---|
| 5/15/2024 | RSUs | 259,740 | 405,194 | Time-based; 1/3 on each of Apr 1, 2025/2026/2027, service-based |
| 5/15/2024 | PSUs (Annual) | 319,148 target | 599,998 | Relative TSR vs S&P 600 over 4/1/2024–3/31/2027; payout 0–150%; capped at 100% if TSR<0 |
| 5/31/2024 | PSUs (One-time price-hurdle) | 854,700 target | 1,119,657 | Vests in three equal tranches upon stock price hurdles ($2.50/$3.25/$4.25) achieved by 5/31/2028; service condition; unearned forfeited |
Program context and mix:
- 2024 NEO grants mix for Ms. Feldman: 40% RSUs / 60% PSUs (annual grants) .
- One-time PSUs for Wells/Sailer/Feldman align pay with absolute stock price creation; hurdles correspond to ~>$400mm, >$800mm, >$1.3bn market cap uplift from grant date .
Options
| Instrument | Status | Strike | Expiration |
|---|---|---|---|
| Stock options | 11,043 exercisable | $5.54 | 7/7/2026 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 882,786 shares (<1%); comprised of 871,743 common + 11,043 vested options |
| Unvested RSUs (12/31/2024) | 35,915 (2022 grant); 183,334 (2023 grant); 259,740 (2024 grant) |
| Unvested PSUs (12/31/2024) | 88,889 (2022 PSU; threshold basis); 458,333 (2023 PSU; max basis per disclosure state); 319,148 (2024 annual PSU target); 854,700 (2024 one-time PSU target) |
| Ownership guidelines | 3x base salary for Feldman; measured annually; counts direct and unvested RSUs; PSUs/options excluded |
| Hedging/pledging | Hedging prohibited; pledging prohibited except as loan collateral with prior Compliance Officer approval |
| Section 16 compliance | Company reports all insiders complied with Section 16(a) filing requirements during 2024 |
Note: Market values in the Outstanding Equity Awards table are based on $1.37 stock price as of 12/31/2024 .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement/term | Amended & restated employment agreement effective Nov 1, 2022; initial term through Oct 31, 2025; auto-renew for 2-year periods unless notice given Mar 1–31 before term-end |
| Cash comp targets | Base salary $650,000; target annual bonus 100% of base; annual LTI target value $825,000 (not less than $300,000) |
| Restrictive covenants | 12-month non-compete, non-interference, non-solicit; confidentiality, work product and trade secret protections |
| Severance (without Cause / non-renewal / Good Cause resignation) | Salary continuation for 12 months; pro‑rata annual bonus (if earned based on performance); time‑based equity scheduled to vest within 12 months vests; performance RSUs eligible to vest 1/3/2/3/100% depending on proximity to vest date, with payout per plan if ultimately earned; release required |
| Change-in-Control (CIC) Plan (adopted 8/5/2024) | Double trigger during 12-month protection period: cash = 1.5x (base + target bonus); pro‑rata bonus (actual performance); COBRA subsidy for 18 months; release required |
| Potential payments (as of 12/31/2024) | Without Cause/Good Reason: Cash $1,488,414; Equity vesting value $1,352,087; Total $2,840,501 . CIC with termination: Cash $2,575,626; Benefits $40,168; Equity $2,926,552; Total $5,542,346 |
| Clawback | NYSE/Exchange Act 10D-compliant clawback for incentive-based compensation after restatement; applies to current/former executive officers |
Compensation Structure Analysis (alignment and risk signals)
- Pay mix and performance linkage: 2024 annual incentive split 70% Plan Adjusted EBITDA and 30% MBOs; annual PSUs tied to 3-year relative TSR vs S&P 600 with 0–150% range and a cap at 100% if TSR < 0—tightening pay-for-performance alignment in down markets .
- One-time PSUs with absolute price hurdles (2024) further align upside with material market cap accretion and promote retention through a 4-year window; grants reviewed against market norms by the Compensation Committee .
- Governance guards: robust anti-hedging/pledging, clawback, double-trigger CIC, no option repricing, no tax gross-ups on CIC—shareholder-friendly features mitigating risk .
Compensation Committee, Peer Group, Say‑on‑Pay
- Committee composition: Thomas C. King (Chair), Lisa Hammitt, Tim Jones, Joe Marchese; all independent under NYSE/SEC rules .
- Independent consultant: Willis Towers Watson (WTW); no conflicts identified .
- 2024 compensation peer group (examples): Lamar Advertising, Outfront Media, Nexstar Media Group, TEGNA, The New York Times, Ziff Davis, Yelp, among others; CCOH revenues near the 41st percentile; target pay generally at median on achievement .
- Say‑on‑pay: ~99% approval in May 2024, indicating broad shareholder support for the program .
Performance & Track Record
- 2024 achievements (Feldman): Led legal and compliance, refined executive compensation/equity programs, and provided critical legal support for European and Latin American divestitures; continued support for DEI and ESG initiatives .
- Company KPIs: Revenue up 5.0% in 2024 ($1,505.2m vs. $1,434.2m in 2023); consolidated digital revenue $622.3m (41.3% of total) .
- Incentive performance: 2024 Plan Adjusted EBITDA at 99.7% of target (CCOH) underpinning near‑target financial payout components .
- TSR context: Pay-versus-performance table shows value of $100 investment at $48 in 2024 vs. peer group at $124; indicates underperformance versus peers over the measurement horizon .
Investment Implications
- Alignment and upside leverage: A high proportion of at-risk equity (60% PSUs in annual mix plus significant one-time PSUs) ties Feldman’s realized value to relative TSR and absolute share price hurdles—positive for alignment; the cap on PSU payout if TSR < 0 avoids windfalls in down markets .
- Near-term vesting overhang: RSUs vest 4/1/2025, 4/1/2026, 4/1/2027; routine tax-withholding settlements could modestly add to share supply around vest dates (administrative, not necessarily open-market selling) .
- CIC economics and retention: Double‑trigger CIC at 1.5x (base+target) plus equity treatment and 18 months COBRA is middle‑of‑the‑road; combined with 4‑year price‑hurdle PSUs, it supports retention through the portfolio simplification strategy and potential deleveraging inflections .
- Execution credibility: Feldman’s 2024 achievements around divestitures, governance, and comp program refinements align with CCO’s deleveraging and U.S.-focus thesis, but TSR underperformance versus peers heightens the importance of delivering operating leverage and completing asset sales; 2024 Plan Adjusted EBITDA near target suggests operating discipline is intact .