Richard J. Bressler
iHeartMediaAbout Richard J. Bressler
Richard J. Bressler is President, Chief Operating Officer, Chief Financial Officer, and a director of iHeartMedia (IHRT). He has served as President and CFO since July 2013 and added the COO role in February 2015; he has been a director since 2007, and is age 67 with a B.B.A. in Accounting from Adelphi University . In 2024, IHRT reported revenues of $3,855 million and noted year-over-year increases in consolidated revenue and Adjusted EBITDA; the company also executed a $4.8 billion debt exchange extending maturities by three years and targeted $150 million annual cost savings in 2025 . Over 2022–2024, pay-versus-performance disclosure shows a $100 fixed investment value falling to $12 in 2024 alongside negative net income, highlighting challenging TSR and earnings trends during this period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| iHeartMedia | President & CFO; COO | President/CFO since Jul 2013; COO since Feb 2015 | Led capital structure transformation (~$4.8B debt exchange), digital/podcasting growth, cost savings initiatives |
| Clear Channel Outdoor Holdings (CCOH) | CFO | Jul 2013–May 2019 | Finance leadership across outdoor segment |
| Thomas H. Lee Partners | Managing Director | pre-2013 | Private equity investing, finance expertise |
| Viacom, Inc. | Senior EVP & CFO | 2001–2005 | Public company finance leadership |
| Time Warner Inc. | EVP & CFO | 1995–1999 | Corporate finance, media operations |
| Time Warner Digital Media | Chairman & CEO | n/a | Digital strategy leadership |
| EY | Partner | Since 1979 (prior to Time Inc./Time Warner) | Accounting expertise; audit discipline |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gartner, Inc. | Director; Audit Committee Chair | Current | Public company board; audit leadership |
| Mount Sinai Medical Center Foundation | Board | Current | Non-profit governance |
| Nielsen Holdings B.V. | Director | Prior | Public company board service |
| Warner Music Group Corp. | Director | Prior | Public company board service |
| J.P. Morgan Chase National Advisory Board | Member | Prior | Advisory role |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) of Salary | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 1,800,000 | 225% | 4,050,000 | 2,882,203 |
| 2023 | 1,800,000 | 225% | 4,050,000 | 3,814,745 |
Notes:
- Employment agreements (amended and restated 3/28/2022) set a minimum base salary of $1.8M effective Jan 1, 2023 and target annual bonus of 225% of salary; base may be increased at Board/Compensation Committee discretion .
- IHRT is a smaller reporting company for 2024 executive compensation disclosures .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Component | Period | Threshold | Target | Maximum | Achievement | Funding Pct |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | Q1/Q2 | 244.5M | 305.6M | 382.1M | 274.9M | 67.2% |
| Adjusted EBITDA | Q3/Q4 | 454.4M | 568.0M | 710.0M | 481.9M | 50.6% |
| Adjusted Free Cash Flow | Q1/Q2 | (108.8)M | (90.0)M | (45.0)M | (75.4)M | 132.6% |
| Adjusted Free Cash Flow | Q3/Q4 | 138.5M | 277.0M | 332.4M | 172.8M | 62.4% |
| Corporate Responsibility / Human Capital / Strategic Objectives | Annual | n/a | n/a | n/a | Achieved ~67% of target (average for NEOs) | 67% |
| Payout Summary | 2024 | — | Target $4,050,000 | — | 71% of target | $2,882,203 |
Notes:
- AIP metrics and weights included Adjusted EBITDA, Adjusted FCF, and CR/Human Capital/Strategic Objectives; seasonal split across half-years for EBITDA and FCF .
- Below-target overall payouts (71%) for third consecutive year, evidencing pay-for-performance alignment .
Long-Term Incentives (LTI) – 2024 Design and Metrics
| Vehicle | Weighting | Vesting | Metrics | Payout Mechanics |
|---|---|---|---|---|
| RSUs | 35% | 33% annually over 3 years | Continued service | Time-based vesting |
| PSUs (standard) | 50% of total LTI; equally split across Adjusted EBITDA and Cost Savings | 100% cliff at 3rd anniversary | 3-yr cumulative Adjusted EBITDA; 1-yr Cost Savings; modified by +/-25% Relative TSR vs S&P U.S. BMI Media & Entertainment Index | 0–150% of target subject to achievement; TSR modifier applied |
| PSUs (Debt goal) – Bressler only | 15% (subset for Pittman/Bressler) | Assess separately; vesting consistent with PSU terms | Refinance/repurchase/modify substantially all 2026 debt | Performance-contingent |
Other LTI and governance:
- Sign-on PSUs granted 3/28/2022 for Bressler: five-year vest, earned based on absolute annualized TSR; double-trigger vesting upon Change-in-Control with Qualifying Termination; treatment detailed for pre/post CoC terminations and retirement after June 1, 2026 .
- 2022 PSU awards (first regular cycle) earned 15.3% of target shares upon vesting in May 2025 due to not meeting many rigorous goals .
- A portion of 2024 LTI value was delivered as equity-based cash-settled awards to manage dilution .
Grant Valuation Inputs (2024 PSUs with TSR Modifier)
| Grant Date | Closing Price ($) | Risk-Free Rate | Dividend Yield | Volatility | Initial TSR Performance | Fair Value per Share ($) |
|---|---|---|---|---|---|---|
| Feb 25, 2024 | 2.32 | 4.5% | 0% | 26.0% | (12.5%) | 2.64 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/20/2025) | 3,997,039 Class A shares; 3.1% of outstanding 126,376,383 shares |
| Composition | 1,583,555 common shares; options for 1,909,584 shares (1,448,084 expiring 5/30/2025); 503,900 RSUs vesting by 5/19/2025 |
| Outstanding Equity Awards (12/31/2024) | RSUs: 1,120,000 shares (2/25/2024); 973,237 (5/18/2023); 108,666 (5/9/2022). PSUs: 480,000 (2/25/2024); 1,043,407 (5/18/2023); 49,715 (5/9/2022); 85,239 (3/28/2022). Options: 1,448,084 @ $19.00 exp. 5/30/2025; 461,500 @ $8.98 exp. 8/14/2030 |
| Market Values (12/31/2024) | RSU MV examples using $1.98 close: 1,120,000 → $2,217,600; 973,237 → $1,927,009 |
| Vesting Schedules | RSUs: 33% annually over 3 years; PSUs: 100% on 3rd anniversary (2022 sign-on PSUs: 5th anniversary), subject to performance; options fully vested by 12/31/2024 |
| Ownership Guidelines | CEO/President: 6x base salary; directors: $500k; compliance expected within 5 years; must retain 50% of net shares until compliant |
| Hedging/Pledging | Prohibited for directors/executives; pledging only with Chief Legal Officer pre-approval |
| Insider Trading Policy | Quarterly blackouts, pre-clearance, Rule 10b5-1 plans, prohibits derivatives and hedging |
Insider selling pressure indicators:
- Significant RSUs vesting across 2025–2026 may create periodic supply; however, as of 12/31/2024, both legacy option tranches ($19.00 and $8.98 strikes) were deeply out-of-the-money versus the $1.98 close, limiting near-term option exercise-driven selling .
- Company prohibits hedging and largely restricts pledging, reducing forced sale risks from collateral calls .
Employment Terms
| Term | Bressler Agreement (3/28/2022) |
|---|---|
| Role | President, COO & CFO of iHeartMedia and subsidiary iHMMS |
| Term | Extended through June 1, 2026; terminates unless mutually extended |
| Base/Bonus | Min base $1.8M from 1/1/2023; target annual bonus 225% of salary; annual bonus contingent on Committee-set goals |
| Severance (No Cause/Good Reason) | Lump-sum earned prior-year bonus; 1.5x (salary + target bonus) paid over 18 months; COBRA reimbursements for 18 months; prorated current-year bonus; requires release |
| Death/Disability | Earned prior-year bonus; prorated current-year bonus; COBRA reimbursements for 18 months upon release |
| Retirement (on/after 6/1/2026) | Earned prior-year bonus; eligible prorated 2026 bonus based on performance |
| Equity on Change-in-Control | Double-trigger acceleration/vesting mechanics for sign-on PSUs and regular PSUs per plan terms; detailed earned/assumed treatment |
| Covenants | Standard confidentiality, non-competition, non-solicitation; company indemnification |
| Perquisites | Car service for business use |
| Clawback | Recovery of excess cash and equity incentive comp upon restatement (Nasdaq-compliant) |
| Tax Gross-Ups | No excise tax gross-ups on CoC payments |
| Repricing | Prohibited without shareholder approval |
Board Governance
- Board service: Director since 2007; currently no committee memberships given executive status .
- Board composition: Majority independent (6 of 8); Lead Independent Director (James A. Rasulo) presides over executive sessions .
- Attendance: Ten Board meetings in 2024; each incumbent director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Dual-role implications: Bressler’s senior executive roles plus directorship raise independence considerations; mitigated by independent majority, lead independent director, fully independent committees, and regular executive sessions .
- Director compensation: Cash/equity retainers apply to non-employee directors; Bressler as an employee director is not listed among non-employee director compensation recipients .
Compensation Peer Group and Committee
- 2024 peer group included AMC Networks, Audacy, Gray Television, IAC, Lions Gate, Live Nation, MSG Entertainment, Nexstar, Nielsen, Sinclair, Sirius XM, TEGNA, E.W. Scripps, Warner Music Group; IHRT was near the 50th percentile of peer size by revenue/enterprise value when approved; for 2025, Audacy removed (bankruptcy) and Gannett added; FW Cook advised .
- Compensation Committee members: James A. Rasulo (Chair), Samuel E. Englebardt, Cheryl Mills, Kamakshi Sivaramakrishnan; emphasis on performance-based pay and governance best practices; annual say-on-pay on agenda .
Compensation Structure Analysis
- Shift toward performance equity: 2024 equity mix increased PSUs to 65% (vs. 50% prior), RSUs at 35% for Bressler; Deputy CFO at 50/50; portion cash-settled to manage dilution .
- AIP outcomes: Third consecutive year of below-target payouts (~71%), reflecting rigorous goals and pay-for-performance mechanics .
- PSU outcomes: 2022 PSU cycle paid at 15.3% of target in May 2025; underscores challenging goals and stock performance linkage .
- No repricing, hedging, pledging (without pre-approval), excise tax gross-ups; robust clawback policy .
Investment Implications
- Alignment: High proportion of at-risk pay (87% of total direct compensation opportunity for CEO/President cohort) and multi-metric PSUs (Adjusted EBITDA, Cost Savings, TSR modifier, debt refinancing) align incentives with deleveraging, cost control, and relative shareholder value creation .
- Retention vs. pressure: Significant scheduled RSU/PSU vesting through 2026 supports retention; deeply out-of-the-money legacy options at 12/31/2024 reduce near-term exercise/selling pressure; insider policy limits hedging/pledging risk .
- Governance risk mitigation: Dual executive-director role is counterbalanced by independent majority, lead independent director, and independent committees with regular executive sessions .
- Performance risk: Pay vs performance data and low PSU realization (15.3%) highlight execution risk on TSR and earnings; however, management’s 2024 debt exchange and cost savings program are directly embedded in incentive metrics, offering potential upside if achieved .
- Contract horizon: Employment term ends June 1, 2026 unless extended; severance is double-trigger for equity and 1.5x cash over 18 months for Bressler, balancing retention with change-in-control protections .