James A. Rasulo
iHeartMediaAbout James A. Rasulo
James A. Rasulo (age 69) is Lead Independent Director at iHeartMedia, Inc. (IHRT) and has served on the board since 2019 . He is independent under Nasdaq rules, serves as an audit committee financial expert, and currently chairs the Compensation Committee while also serving on the Audit and Nominating & Corporate Governance (N&CG) Committees . Rasulo spent nearly three decades at The Walt Disney Company, including five years as CFO and Senior EVP, and previously chaired Walt Disney Parks & Resorts; he holds degrees from Columbia University and an M.A. and MBA from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | Chief Financial Officer and Senior EVP | Last five years of Disney tenure (Disney service 1986–2015) | Senior finance leadership; strategic oversight |
| Walt Disney Parks & Resorts | Chairman | Prior to CFO role | Operational leadership; large-scale capital and guest experience oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saban Capital Acquisition Corporation | Director | Sep 2016–Apr 2019 | Audit Committee and Compensation Committee member |
| Los Angeles Philharmonic Association | Director | Current | Non-profit governance |
Board Governance
- Current committee assignments: Compensation Committee Chair; Audit Committee member; N&CG Committee member .
- Lead Independent Director responsibilities include presiding over executive sessions, calling meetings of independent directors, coordinating agendas/information with the Chair/CEO, authorizing advisors, and participating in crisis oversight .
- Independence: Rasulo is affirmatively determined independent under Nasdaq and company guidelines; also designated an audit committee financial expert .
- Attendance: The board met 10 times in 2024; all incumbent directors attended at least 75% of board and committee meetings, and all attended the 2024 annual meeting .
- Executive sessions of independent directors occur regularly and are chaired by the Lead Independent Director .
Fixed Compensation
| Component | IHRT Program Terms | Amount (USD) | Notes |
|---|---|---|---|
| Board Membership annual cash retainer | Standard non-employee director | $150,000 | Program schedule |
| Lead Independent Director retainer | Additional cash retainer | $50,000 | Program schedule |
| Audit Committee member retainer | Additional cash retainer | $15,000 | Program schedule |
| Compensation Committee Chair retainer | Additional cash retainer | $20,000 | Program schedule |
| N&CG Committee member retainer | Additional cash retainer | $7,500 | Program schedule |
| Rasulo 2024 cash fees total | Actual for 2024 | $242,500 | Sum of above components |
| Annual Director RSU grant (time-vest) | Granted at annual meeting, time-vest | $150,000 | Vests by next annual meeting or first anniversary |
| Rasulo 2024 stock awards | Actual for 2024 | $150,000 | Grant-date fair value (ASC 718) |
| Rasulo 2024 total director compensation | Cash + equity | $392,500 | 2024 director comp table |
Additional program provisions:
- Initial pro-rated RSU on appointment; annual RSU thereafter; RSUs vest in full upon change in control; pro-rata vesting on involuntary removal without cause or death/disability .
- Directors may elect deferral of cash retainers into RSUs and/or defer RSU settlement under the Deferred Compensation Plan for Directors (effective July 1, 2022) .
Performance Compensation
| Equity Award Type | Vesting | Performance Metrics | Notes |
|---|---|---|---|
| Annual RSU (Directors) | Time-vesting; full vest by next annual meeting or first anniversary | None disclosed for directors | RSUs vest; no PSU or performance metrics for director grants |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Rasulo in IHRT’s proxy (beyond IHRT) .
- Prior public boards: Saban Capital Acquisition Corporation (Audit and Compensation Committees) .
- Interlocks: Compensation Committee members (including Rasulo) are not company officers; no committee interlocks with other companies’ executives in 2024 were reported .
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert .
- Senior operator: Former Disney CFO and Senior EVP; former Chairman of Disney Parks & Resorts .
- Education: Columbia University; M.A. and MBA from University of Chicago .
- Governance: Lead Independent Director with robust responsibilities over executive sessions, agendas, advisor authorization, and board evaluations .
Equity Ownership
| Measure | Value | Detail |
|---|---|---|
| Total beneficial ownership (Class A) | 339,322 shares | 193,691 shares + 145,631 RSUs vesting by May 19, 2025 |
| Ownership as % of Class A | <1% | Based on 126,376,383 shares outstanding (record date Mar 20, 2025) |
| Unvested RSUs outstanding (12/31/2024) | 145,631 | Annual director RSU cohort |
| Hedging/Pledging | Prohibited | Hedging prohibited; pledging prohibited unless pre-approved by Chief Legal Officer . No pledges for Rasulo disclosed in proxy |
| Stock ownership guidelines | In place | Directors subject to stock ownership guidelines (amount not specified in proxy) |
Governance Assessment
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Strengths
- Independent leadership: Rasulo serves as Lead Independent Director with clearly codified authorities, enhancing board independence under a combined Chair/CEO structure .
- Committee leadership and expertise: Chairs Compensation Committee; designated audit committee financial expert; broad oversight across Audit and N&CG committees .
- Attendance and engagement: Board met 10 times in 2024; all directors met 75% attendance threshold; regular executive sessions chaired by the Lead Independent Director .
- Pay alignment: Director compensation mix includes fixed retainers and time-vested equity; no performance awards that could misalign governance incentives; deferral and vesting rules support long-term alignment .
- Shareholder signals: 2024 say-on-pay support at 81% suggests acceptable pay practices and governance posture among investors .
-
Potential risks/RED FLAGS
- None identified specific to Rasulo regarding related-party transactions, pledging, or hedging; the proxy discloses a related-party aircraft lease for the CEO reviewed by the Audit Committee, but no similar transactions involve Rasulo .
- Combined Chair/CEO structure remains a governance consideration; mitigated by strong Lead Independent Director role (held by Rasulo) .
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Compensation Committee practices
- Independent membership; use of independent compensation consultant (FW Cook); no interlocks; committee met 4 times in 2024 .
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Shareholder engagement
- Company engaged investors representing ~73% of outstanding common stock in 2024 on governance and compensation matters .