Robert W. Pittman
iHeartMediaAbout Robert W. Pittman
Robert W. Pittman, age 71, has served as iHeartMedia’s CEO since October 2011 and Chairman since May 17, 2013; he joined the Board in 2011. His career spans leading the creation of MTV and executive roles at AOL Time Warner, MTV Networks, Six Flags, Time Warner Enterprises, Century 21, and private equity firm Pilot Group LP, underscoring deep media and operating expertise . Under his leadership in 2024, iHeart completed a transformative exchange of approximately $4.8B (92%) of outstanding debt, extended maturities by three years, reduced total debt, and delivered year-over-year increases in consolidated revenue (+3% to approximately $3.9B) and Adjusted EBITDA (+1% to $706M) amid modernization initiatives targeting net $150M cost savings in 2025 . The Board retains a combined Chair/CEO structure with a strong Lead Independent Director and fully independent committees to mitigate dual-role governance risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AOL Time Warner | Co-Chief Operating Officer | Jan 2001–May 2002 | Oversaw integration and operations during early digital scale-up |
| AOL Time Warner | Chief Operating Officer | May 2002–Jul 2002 | Short-term COO tenure during transitional period |
| America Online (AOL) | President & COO | Feb 1998–Jan 2001 | Led consumer internet expansion and subscription growth |
| AOL Networks | President & CEO | Oct 1996–Feb 1998 | Drove network monetization; positioned for AOL’s broader strategy |
| MTV Networks | CEO; led team that created MTV | Early career (dates not specified) | Built iconic brand; foundational media programming innovation |
| Six Flags Theme Parks | CEO | Prior roles (dates not specified) | Turnaround/operator experience in entertainment assets |
| Time Warner Enterprises | CEO | Prior roles (dates not specified) | Corporate venture building across media properties |
| Century 21 Real Estate | CEO | Prior roles (dates not specified) | Consumer brand leadership; distribution and franchise management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clear Channel Outdoor Holdings (CCOH) | Executive Chairman; later Chairman & CEO; Director | 2012–2019 | Governance and operational stewardship across outdoor assets |
| Pilot Group LP | Founding Member & Investor | 2003–Sep 2022 | PE investments across media/tech; capital allocation discipline |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 1,800,000 | 225% | 2,882,203 | Same metrics for all NEOs; payout ~71% of target |
| 2023 | 1,800,000 | 225% | 3,814,745 | Two six-month goals; mixed EBITDA/FCF outcomes |
| 2022 | 1,500,000 | Not explicitly disclosed | — | New A&R employment agreement in Mar 2022 |
Performance Compensation
2024 Annual Incentive Plan (AIP) — Metrics, Targets, Actuals, Payouts
| Metric | Weighting | Period | Target | Actual | Payout (%) | Vesting/Payment |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | Q1/Q2 2024 | $305.6M | $274.9M | 67.2% | Paid in 2025 |
| Adjusted EBITDA | Not disclosed | Q3/Q4 2024 | $568.0M | $481.9M | 50.6% | Paid in 2025 |
| Adjusted Free Cash Flow | Not disclosed | Q1/Q2 2024 | $(90.0)M | $(75.4)M | 132.6% | Paid in 2025 |
| Adjusted Free Cash Flow | Not disclosed | Q3/Q4 2024 | $277.0M | $172.8M | 62.4% | Paid in 2025 |
| CR/Human Capital/Strategic Objectives | Not disclosed | FY 2024 | N/A | N/A | 67% average | Paid in 2025 |
AIP payout (CEO): target $4,050,000; earned 71% = $2,882,203 .
2024 Long-Term Incentives (RSUs/PSUs)
| Instrument | Weighting | Grant | Target Shares | Metrics | Target/Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| RSUs | 35% | Feb 25, 2024 | 1,120,000 | Service | N/A | N/A | 33% per year over 3 years |
| PSUs (EBITDA & Cost Savings; TSR modifier ±25%) | 50% | Feb 25, 2024 | 480,000 | 3-yr cumulative EBITDA; 1-yr cost savings; relative TSR modifier | Targets set; cost savings overachieved | Cost savings earned at 120% | Cliff vest on 3rd anniversary |
| PSUs (Debt goal – Pittman only) | 15% | Feb 25, 2024 | Included in PSUs | Refinance/modify substantially all 2026 debt | Achieved | 100% of target earned | Vest Feb 27, 2027 |
2022 PSU awards earned only 15.3% of target across measures (relative TSR, Adjusted EBITDA, human capital), highlighting rigorous goals and pay-for-performance alignment; vesting May 9, 2025 subject to continued service .
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (Class A shares) | 4,606,885 (3.6% of Class A) | Includes 2,171,669 common shares, 1,909,584 options, 503,900 RSUs vesting by May 19, 2025, and 21,732 shares via Pittman CC, LLC (96% owned by Pittman) |
| Options (exercisable) | 1,909,584 | 1,448,084 @ $19.00 expiring May 30, 2025; 461,500 @ $8.98 expiring Aug 14, 2030 |
| Unvested RSUs (2024 grant) | 1,120,000 | 33% vesting on each anniversary of grant (Feb 25, 2025/2026/2027) |
| Unvested PSUs (2024 grant) | 480,000 + debt PSUs | EBITDA/cost-savings PSUs subject to TSR modifier; debt PSUs earned at 100% in 2024, vest 2027 |
| Ownership guidelines | 6x base salary (CEO) | Executives prohibited from hedging; pledging prohibited unless pre-approved by Chief Legal Officer |
| Hedging/Pledging status | Not disclosed | Company prohibits hedging and pledging absent pre-approval; no public disclosure of any pledges by Pittman |
Employment Terms
- New amended and restated employment agreements (A&R) entered March 2022; equity “sign-on” PSUs linked to absolute TSR over 5 years (no earn-out unless price reaches at least $29.09; full earn-out at $48.48 on 20-day average), reinforcing long-term value creation incentives .
- Severance (without cause or for good reason, non-CIC): lump-sum Earned Prior Year Annual Bonus; plus over 2 years for CEO, cash equal to 2x (base salary + target bonus); COBRA reimbursements for 18 months; prorated annual bonus for year of termination .
- Change-in-control (CIC) equity: Double-trigger vesting for “sign-on” PSUs if earned and termination occurs on/after CIC; standard PSUs/RSUs have detailed vesting protections upon qualifying termination, death/disability, or retirement on/after June 1, 2026 .
- Excise tax: Company applies a “best-net” approach—either reduce payments to avoid 4999 excise tax or pay unreduced amounts; governance policy states no excise tax gross-ups .
- Non-compete/non-solicit, confidentiality, and indemnification: Standard covenants apply; aircraft and car service perquisites for business/personal use; personal aircraft use above $250,000 reimbursed; perquisites imputed into income without tax gross-ups .
Board Governance
- Board service: Director since 2011; Chairman since 2013; not a member of Board committees .
- Committee structure: 100% independent committees; Lead Independent Director (James A. Rasulo) with robust responsibilities (agenda-setting, executive sessions, advisor authorization, crisis oversight) .
- Board independence: 6 of 8 non-employee director nominees are independent; regular executive sessions; annual evaluations; active stockholder engagement covering ~73% of outstanding Class A in 2024 .
- Dual-role implications: Combined Chair/CEO maintained for unified strategy and accountability; mitigated by strong Lead Independent Director and independent committee oversight .
- Director compensation: Employee directors (Pittman) receive no additional director pay; non-employee director compensation program governs retainers/equity for independents .
Performance & Track Record
- 2024 strategic outcomes: Executed exchange of ~$4.8B debt (92%), extended maturities, reduced total debt; consolidated revenue +3% to ~$3.9B; Adjusted EBITDA +1% to $706M; expected net $150M annual cost savings in 2025 .
- Business leadership: #1 U.S. audio media company by reach; #1 podcast publisher (Podtrac); platform modernization across programmatic audio and app redesign .
- Pay-for-performance calibration: AIP payouts below target for third consecutive year; 2022 PSU tranche earned 15.3%—underscoring rigorous goals and performance linkage .
Pay vs Performance Snapshot
| Year | PEO Summary Compensation Total ($) | Compensation Actually Paid to PEO ($) | Company TSR ($100 initial) | Peer Group TSR ($100 initial) | Net Income ($000s) | Adjusted EBITDA ($000s) |
|---|---|---|---|---|---|---|
| 2023 | 13,924,693 | 9,699,132 | $16 | $15 | (1,100,339) | 696,598 |
| 2022 | 16,302,333 | (5,160,511) | $36 | $17 | (262,670) | 950,288 |
| 2021 | 8,768,653 | 19,396,713 | $124 | $59 | (158,389) | 811,133 |
| 2020 | 5,316,640 | 2,399,270 | $77 | $52 | (1,915,222) | 538,673 |
Compensation Structure Analysis
- Mix shift to performance equity: CEO annual equity at 35% RSUs / 65% PSUs in 2024 and 2025 vs 50/50 prior, increasing performance-contingent pay .
- Below-target cash incentives: 2024 AIP payout ~71% of target, third consecutive year below target—signals calibrated goals and payout discipline .
- No option repricing/tax gross-ups; clawback policy aligned to Nasdaq rules; prohibition on executive hedging/pledging absent pre-approval .
- Ownership alignment: 6x salary ownership guideline for CEO; significant vested options and unvested RSUs/PSUs with multi-year vesting .
Related Party Transactions and Perquisites
- Aircraft use: Company leases aircraft for Pittman; personal use above $250,000 reimbursed to the Company; car/driver provided; perquisites imputed into income; no tax equalization .
Compensation Peer Group and Say-on-Pay
- 2024 peer group includes major media and entertainment companies (e.g., Live Nation, Sirius XM, Nexstar, Tegna, Sinclair, Warner Music Group), reviewed with FW Cook; Audacy removed; Gannett added for 2025 alignment .
- Say-on-pay: 81% approval at 2024 annual meeting; ongoing investor engagement program .
Risk Indicators & Red Flags
- Near-term option expirations: 1,448,084 options expiring May 30, 2025 could influence trading/10b5-1 activity and liquidity needs .
- Pledging/hedging: Company prohibits; any pre-approved pledges would be disclosed—none indicated for Pittman .
- No excise tax gross-ups; no option repricing; clawback policy in place—reducing governance risk profile .
Equity Vesting Schedule Detail (Selected 2024 Grants)
| Grant | Type | Shares | Vesting Dates |
|---|---|---|---|
| Feb 25, 2024 | RSUs | 1,120,000 | ~33% on Feb 25, 2025; Feb 25, 2026; Feb 25, 2027 |
| Feb 25, 2024 | PSUs (EBITDA/Cost Savings; TSR modifier) | 480,000 | 100% on Feb 25, 2027 (subject to performance) |
| Feb 25, 2024 | PSUs (Debt goal) | Included | Earned at 100% in 2024; vests Feb 27, 2027 |
Investment Implications
- Alignment and performance sensitivity: High share of at-risk pay (87% for CEO) and recent below-target payouts, plus low earn-out on 2022 PSUs (15.3%), indicate strong linkage to measurable financial and relative TSR outcomes—reducing pay inflation risk but potentially constraining near-term realized comp if macro remains mixed .
- Balance sheet execution incentives: PSUs tied to debt refinancing (achieved) and cost savings (120% earned) align incentives to deleveraging and modernization—positive for credit and equity holders if sustained .
- Insider selling pressure: Material option block expiration (May 2025) may catalyze 10b5-1 plan activity; monitor Form 4s to assess selling pressure around expirations and RSU vest dates .
- Governance mitigants to dual-role risk: Combined Chair/CEO structure is offset by a strong Lead Independent Director and independent committees; continued stockholder engagement (73% of outstanding engaged) and 81% say-on-pay support dampen governance overhang .
- Ownership and pledging: Robust ownership guidelines (6x salary) and prohibition on hedging/pledging absent pre-approval support alignment; no pledges disclosed for Pittman, reducing collateral risk .
Note: Employee directors (including Pittman) receive no additional board compensation; consult latest Form 4 filings for real-time insider trading analysis .