Michael B. McGuinness
Executive Vice President, Deputy Chief Financial Officer and Head of Investor Relations at 
iHeartMedia
iHeartMediaExecutive
About Michael B. McGuinness
Michael B. McGuinness is Executive Vice President – Finance and Deputy Chief Financial Officer of iHeartMedia (IHRT), age 48, serving since September 2019; he previously was EVP & CFO at Monster Worldwide (2008–2016) and SVP, Chief Accounting Officer & Treasurer at The Hain Celestial Group (2016–2019). He holds a B.S. from SUNY Albany and is a Certified Public Accountant, bringing deep public company finance, accounting controls, and investor relations experience . Company performance relevant to his remit: FY2024 revenue rose 3% to $3.855B and Adjusted EBITDA increased 1% to $706M, while the Debt Exchange extended ~92% of maturities by three years and reduced total debt .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Millions) | $3,800 | $3,855 |
| Adjusted EBITDA ($USD Millions) | $697 | $706 |
Company TSR context (value of a fixed $100 investment):
| Year | TSR Value of $100 |
|---|---|
| 2022 | $36 |
| 2023 | $16 |
| 2024 | $12 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Monster Worldwide, Inc. | Executive Vice President & Chief Financial Officer | 2008–2016 | Led public company finance and CFO functions |
| The Hain Celestial Group | SVP, Chief Accounting Officer & Treasurer | 2016–2019 | Led accounting controls and treasury for a public issuer |
External Roles
No public company directorships or external board roles disclosed for McGuinness .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $850,000 | $850,000 | $925,000 |
| Target Bonus (% of salary) | 125% (effective Sept 1, 2022) | 125% | 125% |
| Actual Annual Incentive Payout ($) | $177,215 (20% of target) | $1,000,774 (94.2% of target) | $805,507 (70% of target) |
| One-time Transaction Bonus ($) | — | — | $1,000,000 (Debt Exchange close, Dec 2024) |
Performance Compensation
2024 Annual Incentive Plan – Metrics, Targets, Actuals, Payouts
| Metric | Period | Target | Actual | Payout % |
|---|---|---|---|---|
| Adjusted EBITDA ($MM) | Q1/Q2 2024 | $305.6 | $274.9 | 67.2% |
| Adjusted EBITDA ($MM) | Q3/Q4 2024 | $568.0 | $481.9 | 50.6% |
| Adjusted Free Cash Flow ($MM) | Q1/Q2 2024 | ($90.0) | ($75.4) | 132.6% |
| Adjusted Free Cash Flow ($MM) | Q3/Q4 2024 | $277.0 | $172.8 | 62.4% |
| CR/Human Capital/Strategic Objectives | Full Year 2024 | Notional | Notional | McGuinness: 65% |
Aggregate outcome: McGuinness earned 70% of his 2024 target bonus ($805,507) .
Long-Term Incentives – Structure and 2024 Awards
- Award mix: 50% RSUs (time-based), 50% PSUs (performance-based) for McGuinness .
- 2024 grants (Feb 25, 2024): 87,500 share-settled RSUs and 87,500 share-settled PSUs; plus equal counts in cash-settled equivalents; total grant-date value $868,000 .
- PSU metrics: equally weighted Adjusted EBITDA (cumulative, 3-year) and Cost Savings (1-year), modified ±25% by Relative TSR vs S&P U.S. BMI Media & Entertainment Index; cliff vest on the 3rd anniversary (Feb 27, 2027) subject to performance and service .
- 2024 PSU achievements: Cost Savings funded at 120% of target (earned, vests Feb 27, 2027); Relative TSR modifier applies at end of period; EBITDA portion to be assessed at period end .
| 2024 LTI Metric | Weighting | Target | Actual | Earned | Vesting |
|---|---|---|---|---|---|
| Cost Savings ($MM) | 50% of PSUs | $40.0 | $50.7 | 120% | Feb 27, 2027 |
| Adjusted EBITDA (3-yr) | 50% of PSUs | Not disclosed | Not disclosed | TBD | Feb 27, 2027 |
| Relative TSR (modifier) | ±25% | Index-relative | Index-relative | TBD | Applied at vest |
At-risk pay emphasis: 69% of McGuinness’s total direct compensation opportunity is performance-based/at-risk .
Equity Ownership & Alignment
Beneficial Ownership (as of March 20, 2025)
| Holding Type | Amount |
|---|---|
| Class A Common Shares | 167,086 |
| Options (exercisable) | 45,600 (30,000 @ $13.93 exp. 9/9/2025; 15,600 @ $8.98 exp. 8/14/2030) |
| RSUs vesting by May 19, 2025 | 100,062 |
| Total Beneficial Ownership | 312,748 (<1%) |
Stock ownership guidelines: Deputy CFO must hold ≥2× base salary; compliance expected within 5 years; unvested RSUs count toward guideline; hedging prohibited; pledging prohibited unless pre-approved by the Chief Legal Officer .
Outstanding Unvested Equity (12/31/2024) and Vesting Schedules
| Grant Date | Instrument | Unvested / Unearned Units | Vesting Schedule |
|---|---|---|---|
| 2/25/2024 | RSUs | 175,000 | 33% each year over 3 years |
| 2/25/2024 | PSUs | Performance-based; counts not shown by exec in table | 100% cliff at 3 years subject to goals |
| 5/18/2023 | RSUs | 120,932 | 33% each year over 3 years |
| 5/18/2023 | PSUs (unearned) | 129,651 | 100% cliff at 3 years subject to goals |
| 5/9/2022 | RSUs | 27,167 | 33% each year over 3 years |
| 5/9/2022 | PSUs (unearned) | 12,429 | 100% cliff at 3 years subject to goals |
| 9/9/2019 | Options | 30,000 @ $13.93, exp. 9/9/2025 | Fully vested; exercisable |
| 8/14/2020 | Options | 15,600 @ $8.98, exp. 8/14/2030 | Fully vested; exercisable |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Ends June 1, 2027; auto-renews for 2-year terms unless non-renewal notice |
| Role | EVP, Deputy CFO (IHRT and segments) |
| Base Salary Steps | $850,000 → $925,000 (Jan 1, 2024) → $975,000 (Jan 1, 2026) |
| Target Bonus | 125% of base salary (increased from 110% on Sept 1, 2022) |
| Covenants | Confidentiality, non-compete, non-solicit |
| Consulting Status | Company may place on 12-month consulting; continue base salary; earned prior-year bonus; pro-rata bonus eligibility |
| Severance (no CoC) | 1.5× (salary + target bonus) + 18 months COBRA amount + pro-rated bonus; up to 18 months accelerated time-vesting for eligible equity |
| Severance (with CoC) | 2.0× (salary + target bonus) + 1⅓× COBRA amount + pro-rated bonus |
| Death/Disability | Earned prior-year + pro-rated bonus; acceleration to May 31 following termination for specified awards |
| Equity on Termination | Detailed prorations/accelerations for RSUs/PSUs depending on timing and CoC; PSUs typically prorated for McGuinness pre-CoC; full vest on death/disability within parameters |
| Clawback | Compliant with Nasdaq clawback; recovery of erroneously awarded cash/time/performance-vesting incentive comp upon restatement |
| Hedging/Pledging | Prohibited; pledging only if pre-approved by CLO |
Compensation Structure Analysis
- Mix shift and pay-for-performance: McGuinness’s LTI is balanced 50% PSUs/50% RSUs, aligning incentives to EBITDA and cost savings with a TSR modifier; his at-risk pay is 69%, evidencing performance orientation .
- Rigorous payouts: 2024 annual bonus paid at 70% of target; 2022 PSUs (company-wide) earned only 15.3% at vest in May 2025, signaling below-target multi-year performance translates to lower realized pay .
- Discretionary, event-based pay: A one-time $1,000,000 transaction bonus rewarded the successful ~$4.8B debt exchange and capital structure work—tying compensation to value creation through liability management .
Say-on-Pay & Peer Benchmarking
- Say-on-pay approval: 81% of votes cast supported NEO compensation at the 2024 annual meeting .
- Peer group: Media and entertainment/broadcast peers used for pay benchmarking (e.g., Live Nation, Sirius XM, Nexstar, Warner Music Group); IHRT size near the 50th percentile of peers by revenue and EV at approval time .
Investment Implications
- Strong alignment to deleveraging and cost discipline: Incentive metrics and McGuinness’s documented areas of focus include cost savings and balance sheet actions; with cost savings PSUs already earned at 120%, expect continued emphasis on operational efficiency .
- Modest equity ownership vs guideline may temper alignment but vesting cadence adds near-term supply: Beneficial ownership is <1% with sizable RSUs vesting and PSUs cliff in 2027; while hedging/pledging are prohibited, routine tax-related sales at vest could occur and should be monitored for insider supply pressure .
- Retention risk mitigants: Contract through 2027, double-trigger CoC economics (2× salary+bonus) and defined prorations/accelerations reduce retention risk around strategic events; consulting flexibility provides transition continuity .
- Pay-for-performance calibration intact: Below-target annual payouts and low PSU earn-outs historically indicate true downside when performance misses; this supports investor confidence that compensation is sensitive to results .