W. Benjamin Moreland

About W. Benjamin Moreland

W. Benjamin Moreland (age 61) is the independent Chair of Clear Channel Outdoor Holdings, Inc. (CCO) and a director since 2019. He is a private investor and retired CEO of Crown Castle International Corp.; his education includes a B.B.A. from The University of Texas at Austin and an M.B.A. from the University of Houston. He became CCO’s independent Chair in May 2019, and the Board highlights his financial, transactional, and strategic oversight experience as core credentials for Board leadership .

Past Roles

External Roles

Board Governance

• Independent status: The Board determined all current directors other than the CEO are independent; Moreland serves as the independent, non-executive Chair .
• Committees: Moreland is not a member of the Audit, Compensation, or Nominating & Corporate Governance committees; he serves as Chair of the Board .
• Attendance: In 2024, the Board held 13 meetings; all incumbent directors attended at least 87% of aggregate Board and committee meetings. Directors also attended the 2024 annual stockholder meeting; independent directors met in executive session at least once, presided by Moreland .
• Chair authority: As independent Chair, Moreland sets executive session agendas, may add Board/committee agenda items, has access to management and advisors, and may retain independent advisors at company expense .
• Governance practices: Directors, officers, and employees are prohibited from hedging or pledging CCO equity (limited pledging allowed only with prior approval). Significant ownership guidelines apply to directors and senior executives; the Board conducts annual self-evaluations .

Fixed Compensation

2024 Director Compensation – Moreland:

• Fees Earned or Paid in Cash: $0 (elected RSUs for cash retainer/fees) .
• Stock Awards: $274,997; Total: $274,997 .

Performance Compensation

• Directors do not receive performance-based equity (e.g., PSUs) at CCO; director equity grants are time-vested RSUs with no financial or TSR performance conditions .

Other Directorships & Interlocks

• Legion Partners relationship pertains to director Ted White; Board concluded no material relationship that impedes independence (contextual governance environment) .

Expertise & Qualifications

• Diverse executive experience in finance, transactions, and strategy; effective Board leadership and “tone at the top” cited by CCO .
• Extensive public company board service across infrastructure, energy, and real estate; sector and capital markets acumen .
• Education: B.B.A. (UT Austin); M.B.A. (University of Houston) .

Equity Ownership

Notes:

• Directors, executives, and employees are prohibited from hedging or pledging company stock (limited pledging allowed only with prior approval). No director-specific pledging by Moreland is disclosed .
• Director stock ownership guidelines exist, but specific numeric multiples for directors are not detailed in the proxy; executives’ numeric guidelines are disclosed separately .

Governance Assessment

• Board leadership and independence: Moreland’s role as independent Chair enhances oversight separation from management and strengthens risk oversight; executive sessions are held at least annually under his chairmanship .
• Engagement and attendance: At least 87% meeting attendance among incumbent directors and full attendance at the 2024 annual meeting indicate engagement; Moreland presides over executive sessions .
• Compensation alignment: Director compensation emphasizes equity (RSUs) and optional equity in lieu of cash, aligning interests with shareholders; Moreland took RSUs for cash retainer/fees in 2024 .
• Ownership alignment: Moreland’s 2.34M-share beneficial stake provides “skin in the game,” albeit below 1% of outstanding shares (derived from disclosed share counts) .
• Related-party/transactions: Board reviewed ordinary-course transactions involving companies affiliated with certain directors (including Moreland) and concluded independence is unaffected; transactions deemed arms-length and below materiality thresholds .
• Shareholder signals: CCO’s 2024 Say-on-Pay approval was ~99%, suggesting broad investor support for compensation governance under current Board leadership .

Committee Assignments Summary (as of April 2, 2025)

Policies & Controls Relevant to Director Governance

• Anti-hedging/anti-pledging policy; insider trading policy filed as exhibit to 2024 10-K .
• Formal related-party transaction review and approval policy overseen by the Audit Committee .
• Annual Board and committee self-evaluations; continued director education (e.g., AI topics in 2024) .

Say-on-Pay & Shareholder Feedback

Implication: Strong shareholder support for compensation and governance indicates current board leadership—under Moreland’s chairmanship—has investor confidence .