Ted White
Clear Channel Outdoor HoldingsAbout Ted White
Raymond (Ted) T. White, age 59, is an independent director of Clear Channel Outdoor Holdings, Inc. (CCO), appointed January 31, 2024, and a member of the Audit Committee . He is Co-Founder and Managing Director of Legion Partners Asset Management, LLC (Chief Compliance Officer since 2014), with prior governance-focused roles at Knight Vinke, the Council of Institutional Investors, CalPERS, and the California State Treasurer’s Office; he is a CFA charterholder with a B.S. and M.B.A. from California State University, Sacramento .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legion Partners Asset Management, LLC | Co-Founder & Managing Director; Chief Compliance Officer | 2011–present (CCO since 2014) | Governance, investment stewardship |
| Knight Vinke Asset Management | Managing Director & COO; Non-Executive Director (Vice Chairman) | 2006–2011; NED 2008–2011 | Shareholder engagement, governance |
| Council of Institutional Investors | Deputy Director | 2005–2006 | Policy advocacy for institutional investors |
| CalPERS | Portfolio Manager & Director of Corporate Governance (various roles) | 1999–2005 | Corporate governance leadership |
| California State Treasurer’s Office | Investment Officer; Deputy State Treasurer | 1991–1999 | Public funds investment oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Legion Partners Asset Management, LLC | Co-Founder & Managing Director; CCO | 2011–present; CCO since 2014 | Activist and governance-focused investor |
Board Governance
- Independence: The Board affirmed White’s independence under NYSE and CCO standards after reviewing Legion Partners’ relationships with CCO; reimbursements were below NYSE thresholds and not compensatory; therefore, no material relationship impeding independent judgment was found .
- Committee assignments: Audit Committee member (committee met 4 times in 2024; chaired by Andrew Hobson) .
- Attendance and engagement:
- Board meetings held: 13 in 2024; all incumbent directors attended ≥87% of aggregate Board and committee meetings .
- Stockholder meeting attendance: All directors then in office attended the 2024 annual meeting .
- Board leadership: Independent Chair (W. Benjamin Moreland); independent directors met in executive session at least once in 2024 .
Fixed Compensation
Director pay program (independent directors): $75,000 annual cash retainer; $150,000 annual equity in RSUs (full vest January 1 following grant); committee fees include $15,000 for Audit Committee members; directors may elect up to 100% of cash retainer/committee fees in RSUs .
2024 compensation for Ted White:
| Component | Amount ($) | Instrument | Detail |
|---|---|---|---|
| Annual cash retainer (election) | $75,000 | RSUs (elected) | White elected RSUs; no cash reported |
| Audit Committee member fee | $15,000 | RSUs (elected) | RSUs in lieu of cash |
| Annual director equity grant | $150,000 | RSUs | 80,213 RSUs granted 2/15/2024; vested 1/1/2025 |
| Additional RSUs (retainer/fees election) | — | RSUs | 48,128 RSUs (retainer/fees) vested quarterly in 2024 and 1/1/2025 |
| Total 2024 director compensation | $239,998 | Stock awards | $239,998 stock; $0 cash |
Performance Compensation
- Directors do not receive performance-based equity (no PSUs, no option awards); director equity is time-based RSUs vesting on schedule .
Other Directorships & Interlocks
| Company/Organization | Role | Period | Potential Interlock/Notes |
|---|---|---|---|
| Knight Vinke Asset Management | Non-Executive Director (Vice Chairman) | 2008–2011 | Prior board role; no current CCO transactional ties disclosed |
| CalPERS; CII; CA State Treasurer’s Office | Governance/investment roles | 1991–2006 (various) | Institutional governance network experience |
- Related-party arrangements: CCO and Legion Partners entered a Cooperation Agreement (1/31/2024) appointing White to the Board/Audit Committee; amended 12/4/2024 to nominate him at the 2025 annual meeting and extend the agreement’s term; Board found these arrangements did not impair independence .
Expertise & Qualifications
- Governance and active ownership expertise; multi-asset investment management; regulatory and policy experience via public funds and investor coalitions; CFA charterholder .
- Education: B.S. and M.B.A., California State University, Sacramento .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Ownership Details |
|---|---|---|---|
| Ted White (via Legion Partners) | 26,080,554 | 5.3% | Shared voting/investment power with Legion Partners entities; excludes unvested RSUs |
| 2024 director RSU grant (White) | 80,213 | — | Granted 2/15/2024; vested 1/1/2025 |
| RSUs from retainer/fees (White) | 48,128 | — | Elected RSUs for cash retainer/fees; quarterly vest schedule in 2024 and 1/1/2025 |
| Hedging/pledging | Policy prohibits hedging and pledging of CCO equity by directors/executives |
Governance Assessment
- Strengths:
- Audit Committee membership adds financial reporting, risk oversight, and related-party transaction review exposure; committee operates under a robust charter and met 4 times in 2024 .
- Significant aligned ownership (~5.3%) via Legion Partners suggests skin-in-the-game; ownership excludes unvested RSUs and is subject to independence review .
- Board independence affirmed despite Cooperation Agreement; reimbursements below NYSE thresholds; not considered compensatory under Rule 10A‑3 .
- Independent Board leadership and regular executive sessions enhance oversight quality .
- Watch items / RED FLAGS:
- Cooperation Agreement with a 5%+ shareholder (Legion Partners) constitutes a potential conflict vector; continued monitoring of any services, reimbursements, or influence on committee agenda is prudent even though independence was affirmed .
- Family employment ties in ordinary-course counterparties (for multiple directors, including White) were reviewed and deemed non‑impairing; still merits annual reassessment for materiality thresholds .
- Attendance/engagement signal: Board met 13 times; all directors achieved at least 87% attendance; all attended 2024 annual meeting—supports engagement .
Attendance & Committee Activity
| Metric | 2024 Value | Notes |
|---|---|---|
| Board meetings held | 13 | Board-level oversight cadence |
| Audit Committee meetings | 4 | Financial reporting and risk oversight |
| Director attendance | ≥87% | For all incumbent directors (aggregate Board and committees) |
| Annual meeting attendance | Yes | All directors then in office attended |
Related Party & Conflicts Summary
| Item | Disclosure |
|---|---|
| Cooperation Agreement | 1/31/2024 agreement appointing White to Board/Audit Committee; 12/4/2024 amendment for nomination and term extension; Board concluded no material relationship impeding independence |
| Family employment ties | Non-executive family employment at ordinary-course counterparties; Board determined no impairment of independence (including White) |
| Hedging/pledging policy | Prohibited for directors/executives; supports alignment |
Director Compensation Program Details
| Element | Amount | Mechanics |
|---|---|---|
| Annual cash retainer | $75,000 | Option to elect RSUs up to 100% of cash |
| Annual equity grant | $150,000 | RSUs; vest fully on January 1 following grant |
| Audit Committee member fee | $15,000 | Additional cash (or RSUs if elected); no meeting fees |
| Chair premiums | Board Chair $50,000; Audit Chair $25,000; Comp Chair $20,000; NCGC Chair $15,000 | Not applicable to White (not a chair) |
For 2024, Ted White reported $239,998 in stock awards and $0 cash, consistent with electing RSUs for retainer/fees and receiving the standard annual RSU grant .
Compliance & Policies Affecting Alignment
- Stock ownership guidelines for executives and directors (significant ownership expectations) .
- Anti-hedging and anti-pledging policy applicable to directors and executives .
- Audit Committee oversight of related-party transactions and risk management .