Scott Wells
Clear Channel Outdoor HoldingsAbout Scott Wells
Scott R. Wells is Chief Executive Officer of Clear Channel Outdoor Holdings, Inc. (CCO) and a director, serving as CEO since January 1, 2022 and CEO of Clear Channel Outdoor Americas since March 2015 . He previously held senior roles at Bain Capital, Dell, and Bain & Co., and holds a B.S./B.A. from Virginia Tech and an MBA from Wharton . The Board is led by an independent Chair (W. Benjamin Moreland), and nine of ten directors are independent, with Wells the sole management director, separating oversight from management . Performance linkage for executives emphasizes at-risk pay with the CEO’s annualized total direct compensation ~83% at risk in 2024 .
Selected Company Performance During Wells’ Tenure
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Consolidated Revenue ($USD) | $2,241,118,000 | $2,481,134,000 | $2,127,140,000 | $1,505,230,000 |
| Plan Adjusted EBITDA ($USD) | $496,603,373 | $632,587,236 | $571,374,441 | $643,845,580 |
| Company TSR ($ value of $100 investment) | $116 | $37 | $64 | $48 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bain Capital LP | Operating Partner | 2011–2015 | Portfolio operational leadership, value creation support |
| Bain Capital LP | Executive Vice President | 2007–2011 | Investment/operational leadership at a leading private investment firm |
| Dell Inc. | VP, Public Marketing and Online (Americas) | 2005–2007 | Scaled digital marketing and channel capabilities in Americas |
| Bain & Co. | Partner (prior roles since 1993) | Partner 2000–2003; other roles 1993–2003 | Strategy, technology/consumer practice leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Achievement Network | Chair | Current | Education-focused non-profit governance |
| Outdoor Advertising Association of America (OAAA) | Chair | Current | Industry advocacy and policy leadership |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($USD) | $1,100,000 | $1,100,000 | $1,100,000 |
| All Other Compensation ($USD) | $89,121 | $5,000 | $5,000 (401(k) match) |
Performance Compensation
Annual Incentive Plan (AIP) — 2024
| Metric | Weighting | Target Award | Financial Actual vs Target | MBO Actual vs Target | Total Payout % | Total Paid ($USD) | Payout Timing |
|---|---|---|---|---|---|---|---|
| Plan Adjusted EBITDA (CCOH) + Individual MBO | 70% / 30% | $1,210,000 | 99% (CCOH achievement 99.7%) | 200% | 129% | $1,560,740 | Paid March 2025 |
AIP target setting considered CCOH Plan Adjusted EBITDA target adjustments for Spain: $629.0M original target, +$16.7M Spain addition → $645.7M used for bonus calculations .
Long-Term Incentives — 2024 Grants
| Award Type | Grant Date | Count / Grant Date FV | Key Terms |
|---|---|---|---|
| RSUs (Annual) | May 15, 2024 | 636,363 RSUs; $992,726 FV | Time-based vesting in three equal installments on Apr 1, 2025/2026/2027 |
| PSUs (Annual) | May 15, 2024 | Target 968,085 PSUs; $1,820,000 FV | Relative TSR vs S&P 600, performance period Apr 1, 2024–Mar 31, 2027; payout 0–150%, capped at 100% if TSR < 0 |
| PSUs (One-time, stock price hurdles) | May 31, 2024 | 3,205,128 PSUs; $4,198,718 FV | Vest in three equal tranches upon achieving absolute stock prices $2.50, $3.25, $4.25 by May 31, 2028; service condition; forfeiture if hurdles unmet |
PSU Performance Scale (Annual Grants):
| Relative TSR vs S&P 600 | Vesting % |
|---|---|
| <25th percentile | 0% |
| 25th percentile | 50% |
| 50th percentile (Target) | 100% |
| 75th percentile | 150% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,768,603 shares; <1% of common stock |
| Composition (footnote) | 2,705,185 shares + 63,418 vested stock options |
| Options Outstanding (Examples) | 338,600 @ $6.85 exp 03/03/2025; 37,764 @ $7.71 exp 06/15/2025; 25,654 @ $5.69 exp 06/03/2026 |
| 2024 Outstanding RSUs at YE | 636,363 RSUs (2024 grant) unvested |
| 2024 PSUs at YE | 968,085 annual PSUs (target basis) and 3,205,128 stock-price PSUs outstanding (performance-based) |
| Stock Ownership Guidelines | CEO: 5× base salary; counts direct and unvested RSUs (not options/PSUs); 5-year compliance window |
| Hedging/Pledging | Prohibited; pledging allowed only with Compliance Officer pre-approval |
| Clawback | NYSE-compliant clawback for restatements; recovers excess incentive comp for last 3 completed fiscal years |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Annual base salary $1,100,000; target bonus ≥110% of base; LTI opportunity ≈≥$2,000,000; non-compete/non-solicit for 12 months post-employment |
| Termination without Cause / Good Reason (no CoC) | 18 months base salary; pro-rata bonus (subject to plan); separation bonus equal to target bonus; lump-sum COBRA-equivalent for 18 months; acceleration of time-vested equity scheduled within 12 months; partial eligibility for performance RSUs based on proximity to vest date |
| Change-in-Control Severance Plan (adopted Aug 5, 2024) | Double-trigger: upon qualifying termination within 12 months post-CoC, cash = 2×(base + target bonus) + pro-rated bonus; COBRA reimbursement for 24 months; equity per award agreements; CEO multiple 2× |
| Equity Treatment on CoC | If awards not assumed/substituted, RSUs fully vest; PSUs vest at ≥target or actual. If terminated within 12 months post-CoC, 100% RSUs vest; PSUs vest at greater of target or actual |
Potential Payments (Illustrative at 12/31/2024)
| Scenario | Cash Payment | Benefits (COBRA) | Accelerated Equity |
|---|---|---|---|
| Termination without Cause / Good Reason | $4,420,740 | $17,617 | $4,596,815 |
| Change-in-Control with Qualifying Termination | $6,180,740 | $23,489 | $9,812,266 |
Board Governance
- Board service: Director since 2022; no committee memberships; CEO and director (not Chair). Independent Chair in place (Moreland) and nine of ten directors are independent, mitigating dual-role concerns .
- Board meetings: 13 meetings in 2024; all incumbent directors attended ≥87% of aggregate Board and committee meetings; all directors then in office attended 2024 stockholder meeting .
- Executive sessions: Independent directors meet in executive session; independent Chair presides .
- Director compensation: As CEO, Wells receives no separate director compensation; independent directors are compensated per program; director compensation table excludes Wells .
Compensation Peer Group and Say-on-Pay
- Peer group (2024) includes media/marketing/advertising companies (e.g., Lamar Advertising, OUTFRONT Media, Nexstar, TEGNA, Sinclair, Sirius XM, NYT Co., Yelp, Ziff Davis, Criteo, etc.); CCO targets ~50th percentile total compensation when goals achieved; CCO revenues near 41st percentile of peer group .
- Say-on-Pay: ~99% approval in May 2024 .
Compensation Structure Analysis
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2022 | $1,100,000 | $3,350,658 | $1,422,842 | $5,962,621 |
| 2023 | $1,100,000 | $2,675,832 | $973,392 | $4,754,224 |
| 2024 | $1,100,000 | $7,011,444 (incl. one-time PSUs) | $1,560,740 | $9,677,184 |
Observations:
- Increased equity mix in 2024 via one-time PSUs tied to absolute stock-price hurdles ($2.50/$3.25/$4.25) to drive ownership and retention; annual equity mix favors PSUs over RSUs (65% PSUs for CEO) .
- Short-term payouts aligned to Plan Adjusted EBITDA and MBOs; 2024 payouts at 129% of target reflecting near-target financials and overachievement on individual objectives .
- No tax gross-ups upon change in control; clawback policy updated to NYSE Section 303A.14; hedging/pledging prohibited, reducing misalignment risk .
Employment & Contracts
| Item | Detail |
|---|---|
| Start in current CEO role | January 1, 2022 |
| Contract auto-renewal | Not specified for Wells; standard restrictive covenants apply |
| Non-compete / Non-solicit | 12 months post-employment; confidentiality and IP provisions |
| Garden leave | Not applicable to Wells (UK garden leave applies to Cochrane) |
Performance & Track Record
- 2024 achievements: Executed divestitures (Europe-North and most of Latin America), digital conversions across business lines, 95 new large-format digital billboards in U.S., balance sheet and investor relations enhancements .
- Executive compensation pay-for-performance: CEO at-risk comp ~83% in 2024; program emphasizes Relative TSR and Plan Adjusted EBITDA .
- Financials: Plan Adjusted EBITDA improved in 2024 vs 2023; revenue decreased due to portfolio optimization and divestitures; see table above .
Equity Award Vesting and Insider Pressure
- Significant unvested PSUs (annual and one-time price-hurdle awards) create longer-dated retention and alignment; RSUs vest ratably over 3 years, moderating near-term selling pressure .
- Insider trading policy prohibits trading on MNPI, hedging, and pledging (with limited approval), reducing misalignment or forced selling dynamics .
Risk Indicators & Red Flags
- Repricing of options: None disclosed; options eliminated from annual employee mix since 2017 .
- Clawback: In place and NYSE-compliant .
- Related party transactions: None involving Wells disclosed; Board evaluated director affiliations and maintained independence determinations .
- Say-on-Pay: Strong support (~99%) suggests low investor concern on pay structure .
Equity Ownership & Director Service History (Board Context)
| Attribute | Detail |
|---|---|
| Board leadership | Independent Chair; CEO not Chair |
| Independence | 9/10 directors are independent; Wells is non-independent (CEO) |
| Committees | All committees composed solely of independent directors; Wells serves on none |
| Meeting attendance | 13 meetings in 2024; all directors ≥87% attendance; all attended 2024 stockholder meeting |
| Director pay (for Wells) | Not paid as director (CEO compensation only) |
Investment Implications
- Alignment: Heavy use of PSUs (relative TSR) and 2024 one-time stock-price hurdle PSUs aligns CEO wealth with shareholder value creation; ownership guidelines, anti-hedging/pledging, and clawback further reinforce alignment .
- Retention risk: Substantial unvested PSU overhang with multi-year performance periods and explicit price hurdles promotes retention; severance and double-trigger CoC terms provide stability in strategic alternatives .
- Pay-for-performance: AIP tied 70% to Plan Adjusted EBITDA and 30% to MBOs led to 129% payout amid near-target financials and execution on portfolio optimization—consistent with strategy to reduce leverage and focus on higher-margin U.S. markets .
- Governance: Independent Chair and fully independent committees mitigate dual-role risks; strong say-on-pay support signals investor acceptance of pay design despite one-time grants .