Robert Millard
iHeartMediaAbout Robert Millard
Robert Millard (age 74) is a nominee to the IHRT Board for election at the May 13, 2025 Annual Meeting. He is slated to serve as Audit Committee Chair and a member of the Compensation Committee if elected, and the Board has determined he will be independent under Nasdaq rules and qualifies as an audit committee financial expert . Millard co-founded L3 Technologies (now L3Harris Technologies) and serves as Lead Independent Director at L3Harris; he has been a director at Evercore since 2012, was Chairman of the MIT Corporation (2014–2020; now Chairman Emeritus), and previously held senior roles at Lehman Brothers (1976–2008). He holds an MBA from Harvard Business School and an SB from MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehman Brothers | Managing Director and senior roles | 1976–2008 | Finance and markets experience relevant to audit oversight |
| Realm Partners LLC | Chairman | 2009–2014 | Investment leadership |
| L3 Technologies (predecessor to L3Harris) | Co-founder; former Chairman | Since 1997 | Strategic planning, defense technology governance |
| MIT Corporation | Chairman; Chairman Emeritus | 2014–2020; current Emeritus | Oversight of major academic endowment and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L3Harris Technologies | Lead Independent Director | Current | Board leadership; independence |
| Evercore Inc. | Director | Since 2012 | Corporate finance expertise |
| MIT Investment Management Company | Endowment board member | Prior | Investment oversight |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Will be considered independent if elected; qualifies as audit committee financial expert |
| Committee assignments (prospective) | Audit Committee Chair; Compensation Committee member |
| Audit Committee responsibilities (context) | Oversees financial reporting, internal controls, auditor independence, IT/cybersecurity risk, risk management; Audit Committee met 4 times in 2024 |
| Compensation Committee independence (context) | Members meet Nasdaq heightened independence standards; Millard qualifies for service if elected |
| Executive sessions | Regular executive sessions led by Lead Independent Director |
| Attendance (2024 board context) | Each incumbent director attended ≥75% of Board and committee meetings; all current directors attended the 2024 annual meeting (Millard not yet on Board in 2024) |
| Lead Independent Director | James A. Rasulo; responsibilities include agenda-setting, liaison, and executive session leadership |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board membership cash retainer | $150,000 | Annual non-employee director retainer |
| Audit Committee Chair fee | $25,000 | Additional cash retainer for chair role |
| Compensation Committee member fee | $10,000 | Additional cash retainer for membership |
| Lead Independent Director fee | $50,000 | Not applicable to Millard (Rasulo holds role) |
| Nominating & Corporate Governance Chair fee | $20,000 | Not applicable to Millard |
| N&CG member fee | $7,500 | Not applicable to Millard |
| Deferred Compensation Plan option | Elect to receive all/portion of annual cash retainer (excluding committee fees) as fully vested RSUs; may also defer settlement of annual RSUs |
If elected, Millard would be eligible for the Board membership retainer and his committee-related retainers per the program above .
Performance Compensation
| Equity Element | Value | Vesting | Change-in-Control | Notes |
|---|---|---|---|---|
| Initial RSU grant | ~$150,000, pro-rated | Vests at one year or next annual meeting, whichever earlier | Vests in full | Granted upon appointment/election; pro-rated from the preceding annual meeting date |
| Annual RSU grant | ~$150,000 | Vests at one year or next annual meeting, whichever earlier | Vests in full | Granted at each annual meeting while serving |
If a director is removed or not renominated other than for cause, RSUs vest pro rata to the termination date; compensation is subject to annual limits under the 2021 plan .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| L3Harris Technologies | Defense technology | Lead Independent Director | No IHRT-related party transactions disclosed with L3Harris |
| Evercore Inc. | Investment banking | Director | Evercore could advise IHRT in future; no related-party transactions disclosed with Evercore |
| MIT entities | Academic/endowment | Prior leadership roles | No conflicts disclosed |
IHRT’s related-party transaction disclosures highlight an aircraft lease with an entity controlled by CEO Robert W. Pittman, reviewed and approved by the Audit Committee; no disclosures involve Millard .
Expertise & Qualifications
- Deep corporate finance and strategic planning expertise from Lehman, Evercore, and Realm Partners .
- Significant audit-relevant experience; designated audit committee financial expert by IHRT Board if elected .
- Governance leadership across defense, academia, and finance; cofounder and former Chairman at L3 (now L3Harris) and Chairman Emeritus at MIT Corporation .
- Advanced education: MBA (Harvard), SB (MIT) .
Equity Ownership
| Holder | Class A Shares | % of Class A Outstanding |
|---|---|---|
| Robert Millard | 1,465,000 | 1.2% |
- Stock ownership guidelines: non-employee directors must hold $500,000 in IHRT equity; satisfaction targeted within five years; counted holdings include Class A shares and RSUs/DSUs (not options or unearned performance awards) .
- Hedging/pledging: prohibited for directors and executive officers unless a pledge is pre-approved by the Chief Legal Officer; IHRT maintains insider trading pre-clearance and blackout procedures .
Governance Assessment
- Positive signals
- Independence and audit expertise; slated as Audit Chair and Compensation Committee member, strengthening financial oversight and pay governance .
- Material personal IHRT share ownership (1.2% of Class A), indicating alignment with shareholders .
- Robust director equity program with annual RSUs and prohibition on hedging/pledging enhances alignment and risk control .
- Board-level engagement: 2024 say-on-pay received 81% support, a decent indicator of investor acceptance of compensation frameworks .
- Watch items
- External roles at Evercore (investment bank) could introduce perceived conflicts if Evercore provides services to IHRT; no such transactions disclosed, but continued Audit Committee oversight is warranted .
- Attendance data for Millard not yet available (not a 2024 incumbent); monitor post-election engagement and meeting attendance (IHRT expects directors to attend meetings and the Annual Meeting) .
- RED FLAGS
- None disclosed for Millard in related-party transactions, pledging/hedging, or legal proceedings; IHRT’s only cited related-party transaction involves CEO’s aircraft lease with Audit Committee review .
Additional Board and Pay Context (Investor Confidence)
- Board structure: combined Chair/CEO role with a strong Lead Independent Director role and regular executive sessions; majority independent Board; independent committees .
- Audit Committee scope includes cybersecurity and risk oversight; met 4 times in 2024; all members meet independence and literacy standards .
- Director compensation structure is balanced (cash retainers plus time-vesting RSUs) with optional deferrals; equity grants vest on change-in-control .