Cheryl Mills
iHeartMediaAbout Cheryl Mills
Cheryl Mills (age 60) has served on IHRT’s board since 2020. She is Founder and CEO of BlackIvy Group, and previously served as Chief of Staff to former Secretary of State Hillary Clinton and Counselor to the U.S. Department of State; she also held senior roles at NYU and Oxygen Media. Mills holds a B.A. from the University of Virginia and a J.D. from Stanford Law School, and brings expertise in government relations, public policy, corporate administration, and governance . The Board affirms she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Counselor and Chief of Staff to Sec. Hillary Clinton | 2009–2013 | Senior leadership; policy and operations |
| New York University | SVP Administration & Operations; General Counsel; Secretary of Board | 2002–2009 | University governance and administration |
| Oxygen Media | SVP Corporate Policy & Public Programming | 1999–2001 | Corporate policy/programming |
| The White House | Deputy Counsel; Associate Counsel to President Clinton | 1990s | Legal counsel and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Director | Since 2013 | Public company board service |
| Cendant Corp. (now Avis Budget Group) | Director | 2003–2006 | Public company board experience |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (N&CG); Member, Compensation Committee .
- Independence: Board determined Mills is independent under Nasdaq rules .
- Attendance: In 2024, all incumbent directors attended at least 75% of Board/committee meetings and all current directors attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions of non-employee directors; Lead Independent Director (James Rasulo) presides; strong independent oversight structure .
- N&CG remit: Identifies director candidates, oversees governance guidelines, reviews committee assignments, oversees Corporate Responsibility strategies, and runs annual Board/committee self-evaluations .
Fixed Compensation
| Component | IHRT Policy (2024) | Amounts (Mills, 2024) |
|---|---|---|
| Board annual cash retainer | $150,000 | Included in fees |
| Lead Independent Director | $50,000 | N/A |
| Audit Chair/Member | $25,000 / $15,000 | N/A |
| Compensation Chair/Member | $20,000 / $10,000 | Member $10,000 |
| N&CG Chair/Member | $20,000 / $7,500 | Chair $20,000 |
| Meeting fees | Not specified beyond retainers | Not disclosed |
| 2024 Cash fees earned | — | $180,000 |
| Deferred compensation election | Directors may elect to defer cash retainers/RSUs | Mills elected to defer 2024 annual RSU |
Performance Compensation
| Equity Grant Type | Grant Value | Vesting | Change-in-Control | Deferral Elections |
|---|---|---|---|---|
| Annual RSUs | ~$150,000 per year (granted at annual meeting) | Full vest earlier of 1-year anniversary or next annual meeting; service required | RSUs vest in full upon change in control | Directors may defer settlement of RSUs; Mills deferred 2024 annual RSU |
Note: Non-employee director equity is time-vesting RSUs; there are no performance metrics (EBITDA/TSR/etc.) tied to director grants .
Other Directorships & Interlocks
| Company | Relationship to IHRT | Interlock/Ownership Detail |
|---|---|---|
| BlackRock, Inc. | Mills is a director at BlackRock | BlackRock beneficially owns 8,291,404 IHRT Class A shares (6.6% voting percentage as of Mar. 20, 2025), creating a potential perceived interlock; Board maintains Mills’ independence status under Nasdaq rules |
- Independence mitigants: IHRT prohibits director hedging and generally pledging (unless pre-approved), maintains stock ownership guidelines, regular executive sessions, and 100% independent committees .
- No related-party transactions disclosed involving Mills; the proxy’s related-party section cites an aircraft lease arrangement with the CEO (Pittman), reviewed by the Audit Committee .
Expertise & Qualifications
- Governance and policy expertise, including government relations and corporate administration .
- Board leadership: Chair of N&CG overseeing director selection, governance framework, and Corporate Responsibility strategies .
- Legal training (J.D., Stanford) and broad senior management experience across public, private, and non-profit sectors .
Equity Ownership
| Holding Type | Quantity | Notes |
|---|---|---|
| Class A common shares | 49,200 | As of Mar. 20, 2025 |
| DSUs (settle by May 19, 2025) | 54,744 | Within 60-day window |
| Unvested DSUs (vesting by May 19, 2025) | 145,631 | Annual director RSU program |
| Total units and shares (indicative) | 249,575 | Sum of above |
| % of Class A outstanding | ~0.20% | 249,575 / 126,376,383 Class A shares outstanding as of Mar. 20, 2025 |
Ownership alignment policies:
- Director stock ownership guideline: $500,000 market value target, to be achieved within 5 years; retain at least 50% of net shares until guideline met .
- Hedging prohibited; pledging prohibited unless specifically pre-approved by the Chief Legal Officer .
Insider Trading and Section 16
| Item | Disclosure |
|---|---|
| Section 16 compliance (2024) | Company believes directors complied with all Section 16 filing requirements |
| Hedging/derivatives | Prohibited (options, swaps, collars, exchange funds, etc.) |
| 10b5-1 plans, blackout, pre-clearance | Covered under Insider Trading Compliance Policy |
Specific Form 4 transaction details for Mills are not disclosed in the proxy; available upon request via Form 4 filings analysis. The proxy notes no delinquent Section 16 reports for 2024 .
Governance Assessment
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Strengths for investor confidence:
- Independence and active committee leadership (N&CG Chair; Compensation member) align with best practices and robust oversight of governance and pay .
- Documented attendance thresholds met; strong executive session cadence and a well-defined Lead Independent Director role .
- Ownership alignment via RSU grants and director stock ownership guidelines; hedging/pledging restrictions and clawback policy enhance governance rigor .
-
Potential risks/RED FLAGS:
- Interlock perception risk: Mills’ BlackRock board role alongside BlackRock’s 6.6% IHRT ownership may raise conflict optics on certain matters; independence affirmed by IHRT and mitigated by established policies and committee structures .
- No disclosed related-party transactions involving Mills; ongoing monitoring warranted given BlackIvy leadership and external affiliations, though none are cited in FY2024 proxy .
-
Shareholder context:
- Say-on-pay support at 81% in 2024 indicates acceptable investor sentiment toward compensation practices; Mills participates on the Compensation Committee that emphasizes pay-for-performance and uses an independent consultant (FW Cook) with no conflicts found .
Overall, Mills’ governance profile—independence, committee leadership, attendance, and alignment policies—supports board effectiveness. The primary watchpoint is the BlackRock interlock optics; however, IHRT’s governance structures and independence determinations limit direct conflict risk .