Tim Jones
Clear Channel Outdoor HoldingsAbout Tim Jones
Timothy (Tim) P. Jones, age 66, is an independent director of Clear Channel Outdoor (CCO) and has served on the Board since 2024; he is a member of both the Audit Committee and the Compensation Committee . Jones was appointed an independent director on September 30, 2024, and received an onboarding equity grant that vested January 1, 2025 . His background includes senior leadership roles in multinational advertising and media, notably COO (U.S. Marketing Services) at Publicis Groupe (2021–2023), CEO of Publicis Media U.S./Americas (2016–2020), and prior senior roles culminating in CEO (North America) at ZenithOptimedia Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Publicis Groupe | Chief Operating Officer (U.S. Marketing Services) | Jan 2021–Dec 2023 | Led operational and financial oversight across U.S. marketing services |
| Publicis Media U.S./Americas | Chief Executive Officer | Mar 2016–Dec 2020 | Led creative, digital experience, media businesses; organic growth initiatives |
| ZenithOptimedia Group (Publicis) | Roles culminating in CEO (North America) | Not disclosed | M&A and integration expertise; operational oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in the proxy biography for Jones |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Compensation Committee; not a chair .
- Independence: All Audit and Compensation Committee members are independent under NYSE and SEC rules; Jones is identified as an independent director .
- Attendance: In 2024, the Board held 13 meetings; all incumbent directors attended at least 87% of aggregate Board and applicable committee meetings; independent directors held at least one executive session, presided over by the independent Chair W. Benjamin Moreland .
- Committee activity levels: Meetings held in 2024—Audit (4), Compensation (6), Nominating and Corporate Governance (5) .
- Audit Committee remit includes related‑party transaction oversight, risk management, IT/cybersecurity, legal/regulatory status, and financial reporting oversight .
- Compensation Committee remit includes executive pay strategy, plan design, goal setting, HCM oversight, and authority to retain independent compensation consultants .
Fixed Compensation
Director compensation structure and Jones’s actual 2024 amounts:
| Component | Policy/Rate | 2024 Actual (Tim Jones) | Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 | $25,272 | Directors may elect to receive up to 100% of cash retainer in RSUs |
| Annual equity retainer | $150,000 (RSUs) | $38,114 (Stock Awards grant-date fair value) | RSUs generally granted in Q1 and vest in full on Jan 1 of following year |
| Committee member fee – Audit | $15,000 | Included in cash/RSU mix (not separately itemized for Jones) | Members receive $15,000; Chair receives $25,000 |
| Committee member fee – Compensation | $10,000 | Included in cash/RSU mix (not separately itemized for Jones) | Members receive $10,000; Chair receives $20,000 |
| Meeting fees | None | N/A | No additional meeting fees paid to directors |
| Chair of the Board fee | $50,000 | N/A | Applies only if Chair is not an employee |
RSU grant and vesting detail:
| Grant Type | Grant Date | Shares Granted | Vesting |
|---|---|---|---|
| Time‑based RSUs (on appointment) | Sep 30, 2024 | 23,821 | Vested in full on Jan 1, 2025 |
Performance Compensation
| Performance Metric Area | Structure | 2024 Director Application |
|---|---|---|
| Performance‑conditioned equity (PSUs) | Not used for directors | Director equity is time‑based RSUs only; no performance metrics tied to director compensation |
Other Directorships & Interlocks
- Compensation Committee interlocks: During 2024, the Compensation Committee members (including Jones) had no “interlocks” with Clear Channel Outdoor executive officers and no relationships requiring disclosure under Item 404 of Regulation S‑K .
- Shared directorships with material customers/suppliers: None disclosed for Jones; Audit Committee oversees related‑party transaction policies and pre‑approvals to mitigate conflicts .
Expertise & Qualifications
- Over 30 years leading multinational advertising, including creative, digital experience, and media businesses .
- Tenured experience in financial and operational oversight; expertise in mergers, acquisitions, integrations, and organic growth .
- Seasoned business leader with broad management experience relevant to CCO’s advertising platform .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares beneficially owned (as of Apr 2, 2025) | 23,821; less than 1% of 496,624,429 shares outstanding |
| Vested shares | 23,821 (RSUs vested Jan 1, 2025) |
| Unvested RSUs | None outstanding; 23,821 RSUs vested in full on Jan 1, 2025 |
| Stock options | None disclosed for directors; director equity delivered as RSUs |
| Hedging/Pledging | Prohibited for directors under CCO’s policies |
Governance Assessment
- Board effectiveness: Jones adds domain expertise in advertising and media directly aligned with CCO’s strategy to modernize its platform and diversify revenue; his placement on Audit and Compensation Committees strengthens oversight over financial reporting, risk, and executive pay .
- Independence and engagement: Identified as independent; committees are composed solely of independent directors; overall Board/committee attendance in 2024 was at least 87%, and independent directors held executive sessions, supporting effective governance practices .
- Alignment and incentives: Director pay mix emphasizes equity (RSUs vesting annually) and standard cash retainer/committee fees; Jones’s appointment RSU grant and vesting support alignment, though his beneficial ownership remains small in absolute and relative terms (23,821 shares; <1%) .
- Conflicts and related‑party exposure: Audit Committee oversight of related‑party transactions and explicit disclosure of no Compensation Committee interlocks or Item 404 relationships in 2024 reduces conflict risk for Jones .
- Shareholder signals: CCO’s 2024 say‑on‑pay approval was ~99%, indicating broad investor support for compensation governance; continued annual say‑on‑pay and robust governance practices (anti‑hedging/pledging; committee charters; independent Chair) bolster investor confidence .