David Hillman
iHeartMediaAbout David Hillman
David Hillman is Executive Vice President, Chief Legal Officer and Secretary of iHeartMedia (IHRT), appointed April 24, 2025. He oversees all legal matters including compliance, regulatory and corporate governance, as well as Government Affairs, Business Affairs and Privacy teams . He previously served as CLO and founding leadership team member of Venu Sports; prior roles include EVP & General Counsel for CBS Sports and CBS News & Stations at Paramount Global, and General Counsel at Simon & Schuster and Westwood One . Company performance entering his tenure: FY2024 revenue of ~$3.9B (up ~3% YoY from ~$3.8B) and Adjusted EBITDA of ~$706M; net loss narrowed to ~$1.0B; the company executed a major debt exchange and expects net cost savings of $150M in 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Venu Sports (ESPN/FOX/WBD JV) | Chief Legal Officer; founding leadership team | 2024–2025 | Led legal for new sports streaming JV; governance and regulatory setup . |
| Paramount Global | EVP & General Counsel, CBS Sports; CBS News & Stations | 2015–2024 | Oversaw legal for major sports/news divisions; rights, compliance, operations . |
| Simon & Schuster | General Counsel | 2012–2015 | Led legal across publishing; contracts, IP, corporate matters . |
| Westwood One | Chief Administrative Officer & General Counsel | 2004–2012 | Managed legal and administrative functions at major audio network . |
External Roles
No public-company board roles disclosed; career has been in senior legal leadership at major media companies .
Fixed Compensation
- Not disclosed in SEC filings as of his April 2025 appointment; no Item 5.02 8‑K detailing a Hillman employment agreement/compensation was found. Monitor future 8‑Ks and the 2026 proxy for details .
Performance Compensation
- Hillman’s individual incentive metrics/awards are not disclosed. Company-wide frameworks show how executive incentives are structured (context for CLO alignment):
2024 Annual Incentive Plan metrics and outcomes (company NEOs):
| Metric | Weighting | Target | Actual (FY2024) | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA (Q1/Q2) | Part of 30% total AIP | $305.6M | $274.9M | 67.2% | Seasonal split targets . |
| Adjusted EBITDA (Q3/Q4) | Part of 30% total AIP | $568.0M | $481.9M | 50.6% | . |
| Adjusted FCF (Q1/Q2) | Part of 30% total AIP | ($90.0)M | ($75.4)M | 132.6% | Less negative than target . |
| Adjusted FCF (Q3/Q4) | Part of 30% total AIP | $277.0M | $172.8M | 62.4% | Adjusted for debt exchange fees/interest . |
| Corporate Responsibility & Human Capital/Strategic Objectives | ~10% total AIP | Committee-determined | Achieved ~67% | 67% | Mixed quantitative/qualitative assessment . |
2024 Long-Term Incentive (company design):
| Award Type | Weighting | Performance Metrics | Vesting | 2024 Achievement |
|---|---|---|---|---|
| RSUs | 35% (CEO/President) | Service only | Ratable over 3 years | N/A (service-based) . |
| PSUs (standard) | 50% | Cumulative Adj. EBITDA; one-year Cost Savings; +/-25% Relative TSR | Cliff at 3 years | Cost Savings earned at 120%; TSR modifier applies at end . |
| PSUs (debt goal; CEO/President only) | 15% | Refinance/repurchase/modify substantially all 2026 debt | Cliff at 3 years | Achieved; funds at 100% . |
2022 PSU outcomes (company-level rigor): only 15.3% of target earned across measures; vest May 9, 2025 .
Equity Ownership & Alignment
- Beneficial ownership for Hillman is not presented in the March 20, 2025 proxy table (he joined after record date). Executives are subject to stock ownership guidelines and anti-hedging/pledging policies:
- Stock ownership guidelines apply to executive officers; examples include 6x base salary for CEO/President and 2x for Deputy CFO, with 5-year compliance horizon and retention of 50% of net shares until compliant .
- Hedging is prohibited; pledging is prohibited unless specifically pre-approved by the Chief Legal Officer (Hillman’s office), reinforcing alignment .
- Clawback policy compliant with Nasdaq rules covers recovery of erroneously awarded incentive compensation .
Employment Terms
- Appointment and responsibilities: Named EVP, CLO & Secretary on April 24, 2025; oversees all legal, compliance, governance, and related teams .
- Authorized officer signatures reflect role: Hillman signed multiple 8‑Ks (e.g., employment agreement amendments for CEO/President on Sept 2, 2025; annual meeting results on May 19, 2025) as Executive Vice President, Chief Legal Officer and Secretary .
- Non-compete/solicit, severance, and change-of-control economics for Hillman are not disclosed; company practices for NEOs include double-trigger CoC, defined severance multiples, and retirement treatment defined in agreements (context only) . Specific Hillman terms should be monitored via future filings.
Performance & Track Record (Company context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Billions) | ~$3.8B | ~$3.9B |
| Adjusted EBITDA ($USD Millions) | $696.6 | $705.6 |
| Net Loss ($USD Billions) | $(1.10) | $(1.01) |
Additional FY2024 highlights: completed ~$4.8B (92%) debt exchange, extending maturities by three years; modernization cost reduction program targeting net $150M 2025 savings; Digital Audio Group revenue +9%, podcast revenue +10%; consolidated operating loss decreased vs prior year .
Pay vs Performance TSR (initial $100 investment):
| Year | TSR Value ($) |
|---|---|
| 2022 | $36 |
| 2023 | $16 |
| 2024 | $12 |
Governance & Compensation Committee Analysis (Context)
- Compensation Committee members: Rasulo (Chair), Englebardt, Mills, Sivaramakrishnan; independent; FW Cook engaged as independent consultant; emphasis on performance-based equity and strong governance (clawback, ownership) .
- Peer group (2024 design) includes media/broadcast peers such as Sirius XM, TEGNA, Nexstar, Sinclair; Audacy removed for bankruptcy; Gannett added for 2025 calibration .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Votes For | Against | Abstain | Outcome |
|---|---|---|---|---|
| 2024 | 81% approval | — | — | Approved . |
| 2025 | 68,566,011 | 25,004,190 | 15,844 | Approved . |
Company reported investor engagement with holders representing ~73% of outstanding common stock during 2024; feedback supported increased performance-based LTI weighting and alignment .
Risk Indicators & Red Flags (Relevant Policies)
- Hedging and pledging prohibited (with limited pre-approval for pledges) .
- Clawback policy in place; double-trigger CoC on equity highlighted for NEOs .
- Related-party transactions subject to Audit Committee review; notable aircraft lease for CEO vetted by Audit Committee .
Investment Implications
- Alignment: Hillman’s remit strengthens legal, compliance, and governance during a period of capital structure transformation and cost discipline; his background across sports streaming and broadcast legal should support contract negotiations, IP, and regulatory risk management .
- Compensation transparency: Individual pay/vesting terms for Hillman are not yet disclosed; monitor future Item 5.02 filings and the 2026 proxy for base salary, target bonus, equity mix, severance/CoC to assess retention risk and pay-for-performance alignment .
- Trading signals: Without disclosed equity grants or Form 4 activity for Hillman, insider selling pressure cannot be assessed; watch for RSU/PSU grants, vesting calendars, and adoption of 10b5‑1 plans post-appointment.
- Company execution risk: TSR has been pressured, but 2024 operational metrics and debt exchange improved liquidity runway; incentive structures for NEOs paid ~71% of target in 2024, reflecting rigorous targets and pay-for-performance discipline .
Data gaps remain for Hillman-specific compensation and ownership; ongoing monitoring of SEC filings (8‑Ks, DEF 14A) is required to complete pay, vesting, and alignment analysis.
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