Graciela Monteagudo
iHeartMediaAbout Graciela Monteagudo
Independent director of iHeartMedia (IHRT) since 2021; age 58. Former CEO of LALA U.S.; prior senior roles at Mead Johnson and Walmart Mexico. Education: B.S. Industrial Engineering (Universidad Panamericana); MBA (Instituto Tecnológico Autónomo de México); NACD Directorship Certification; ESG/Climate leadership certifications (Berkeley Law, Diligent). Serves on IHRT’s Audit Committee; Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LALA U.S. | Chief Executive Officer | Mar 2017 – Dec 2018 | Led producer/distributor of dairy products |
| Mead Johnson Nutrition | SVP & President, Americas; previously SVP & GM, North America and Global Marketing | Jul 2015 – Feb 2017; May 2012 – Jun 2015 | Oversaw North & Latin America businesses; global marketing leadership |
| Walmart Mexico (Sam’s Club) | Senior Vice President & Business Unit Head | Prior to 2012 (not dated in proxy) | Consumer/retail operating leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| WD-40 Company | Director | Since Jun 2020 | Nominating/Governance; Compensation; Finance |
| ACCO Brands Corp | Director | Since 2016 | Compensation & Human Capital; Chair, Nominating, Governance & Sustainability |
Board Governance
- Independence: Board affirms Monteagudo is an independent director under Nasdaq rules and IHRT governance standards .
- Committee assignments (2024): Member, Audit Committee (committee met 4x in 2024) .
- Attendance: All incumbent directors attended ≥75% of Board and committee meetings in 2024; 10 Board meetings held .
- Executive sessions: Independent directors meet in regular executive sessions; chaired by Lead Independent Director .
- Lead Independent Director: James A. Rasulo; role includes agenda/schedule authority, executive session leadership, and stockholder engagement as needed .
- Stockholder feedback signals: 2024 Say‑on‑Pay support was 81% of votes cast .
- Key policies: Prohibitions on director/executive hedging and pledging (pledging only with pre‑approval); director stock ownership guideline of $500,000 within five years; clawback policy consistent with Nasdaq rules .
Fixed Compensation (Director)
| Component | Annual Amount | Notes |
|---|---|---|
| Board retainer (cash) | $150,000 | 2024 program terms |
| Audit Committee member fee | $15,000 | 2024 program terms |
| Total cash earned – 2024 (Monteagudo) | $165,000 | Fees Earned in 2024 Director Compensation Table |
Performance Compensation (Director)
| Grant Type | Grant Value | Vesting/Terms | 2024 Actuals for Monteagudo |
|---|---|---|---|
| Annual RSU | $150,000 | Vests in full at earlier of 1 year or next annual meeting; CIC vests in full; removal without cause pro‑rata vesting; deferral allowed under Director Deferred Compensation Plan | $150,000 stock award granted; elected to defer 2024 annual RSU award |
| Initial RSU (on joining) | Prorated to $150,000 | Same vesting mechanics as annual RSU | Not applicable in 2024 (joined 2021) |
Director equity is time‑based (no performance metrics). Directors may elect to receive/defer cash retainers and RSUs under the Director Deferred Compensation Plan; Monteagudo deferred her 2024 annual RSU .
Other Directorships & Interlocks
| Company | Sector Relevance to IHRT | Interlock/Conflict Notes |
|---|---|---|
| WD-40 Company | Consumer goods; not an IHRT competitor/customer | No IHRT‑disclosed related‑party transactions or conflicts involving Monteagudo . Bio lists committees . |
| ACCO Brands Corp | Consumer products; not an IHRT competitor/customer | No IHRT‑disclosed related‑party transactions or conflicts involving Monteagudo; committee roles disclosed . |
Expertise & Qualifications
- Operating and P&L leadership in CPG (Mead Johnson; LALA U.S.) and big‑box retail (Walmart Mexico/Sam’s Club) .
- Digital marketing, e‑commerce, and international operations expertise highlighted by the Board .
- Governance credentials: NACD Directorship Certification; ESG/Climate certifications (Berkeley Law; Diligent) .
- Education: B.S. Industrial Engineering (Universidad Panamericana); MBA (ITAM) .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Class A shares owned | 6,280 | As of Mar 20, 2025 |
| Deferred Stock Units (DSUs) – may be settled by May 19, 2025 | 73,331 | As of Mar 20, 2025 |
| Unvested DSUs vesting by May 19, 2025 | 145,631 | As of Mar 20, 2025 |
| Beneficial ownership % of Class A | <1% | Table shows “*” (less than 1%) |
Policy context and alignment:
- Directors must reach $500,000 ownership within 5 years; DSUs and unvested RSUs count toward guideline; must retain 50% of net shares if below guideline after compliance window .
- Hedging prohibited; pledging prohibited unless pre‑approved by Chief Legal Officer .
- No pledging/hedging by Monteagudo disclosed; company states all Section 16 insiders complied with filing requirements in 2024 .
Insider Trades (Form 4) – 2024 Proxy Disclosure Snapshot
| Item | Disclosure |
|---|---|
| Section 16 compliance | Company believes all officers and directors complied with Section 16(a) filings in 2024 |
| Individual Form 4 summary | No individual director trade details provided in proxy; beneficial ownership and DSU balances disclosed above |
Related‑Party Transactions (Conflict Review)
- Company discloses a related‑party aircraft lease with an entity controlled by CEO Robert Pittman; reviewed/approved by Audit Committee. No related‑party transactions involving Monteagudo are disclosed .
- Policies require Audit Committee review of related‑party transactions with specified materiality/independence criteria .
Governance Assessment
Strengths for investor confidence:
- Independent director with relevant operating expertise in consumer products and international markets; currently serves on Audit Committee (financial oversight exposure) .
- Solid engagement/attendance baseline (≥75% for incumbents); Board conducts annual self‑evaluations and maintains robust governance practices (executive sessions, lead independent director, clawback, ownership guidelines, anti‑hedging/pledging) .
- Director pay structure mixes cash retainer plus time‑vested equity; Monteagudo elected to defer 2024 RSU, signaling longer‑term alignment .
Watch‑items:
- Board‑level concentration of financial oversight responsibilities merits continued monitoring of Audit Committee effectiveness as membership refreshes (Audit Chair changing upon election of new director); Monteagudo is a non‑chair member .
- Multiple public boards: within IHRT policy limits (≤4 for non‑CEOs) but still a workload consideration; no conflicts disclosed .
RED FLAGS: None disclosed for Monteagudo (no related‑party transactions, no pledging/hedging, Section 16 compliance noted) .