Samuel E. Englebardt
iHeartMediaAbout Samuel E. Englebardt
Independent director at iHeartMedia since 2022 (age 47). Co-founder and Partner at Galaxy Digital and Founding General Partner of Galaxy Interactive; prior roles include Partner/Managing Director at Lambert Media Group and Vice President/Financial Advisor at AllianceBernstein. He holds a J.D. from Harvard Law School and a B.A. in philosophy and political science from the University of Colorado Boulder. The board cites his deep experience in digital assets/content, including metaverse and web3, as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Galaxy Digital | Co‑founder & Partner | 2018–present | Investor/operator at intersection of content, finance, tech |
| Galaxy Interactive | Founding General Partner | 2018–present | Venture franchise lead |
| Galaxy Investment Partners | Partner & Managing Director | 2017–2018 | Media/tech investing |
| Lambert Media Group | Partner & Managing Director | 2007–2016 | Managed media-sector PE investments |
| AllianceBernstein | Vice President & Financial Advisor | 2006–2008 | Wealth/financial advisory |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Galaxy Digital | Co‑founder & Partner | Current | Technology‑driven financial services & investment management |
| Galaxy Interactive | Founding General Partner | Current | VC franchise focused on content/finance/technology |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Englebardt is an independent director under Nasdaq rules . |
| Committee assignments | Audit Committee member; Compensation Committee member . |
| Committee chair roles | None (Audit chaired by Brad Gerstner in 2024; if Robert Millard is elected, he will chair Audit) . |
| Audit Committee “financial expert” | Identified by the Board as an “audit committee financial expert” under SEC rules . |
| Attendance & engagement | Company held 10 board meetings in 2024; all incumbent directors attended ≥75% of Board and committee meetings; all current directors attended the 2024 annual meeting . |
| Executive sessions | Regular executive sessions of non‑employee directors; committee executive sessions chaired by independent chairs . |
| Committee activity levels | Audit met 4 times; Compensation met 4 times; Nominating & Corporate Governance met 3 times in 2024 . |
| Lead Independent Director | James A. Rasulo; robust LID responsibilities (agenda setting, executive sessions, stockholder engagement if requested) . |
| Anti‑hedging/pledging | Directors prohibited from hedging and from pledging company securities unless specifically pre‑approved by the Chief Legal Officer . |
Fixed Compensation (Director)
| Component | Program Terms (non‑employee directors) | Englebardt – 2024 Actual |
|---|---|---|
| Cash retainers | Board: $150,000; Audit member: $15,000; Compensation member: $10,000; Chair adders where applicable | Fees earned: $25,000 |
| Deferral elections | Directors may elect to receive cash retainers in fully vested RSUs and defer settlement; directors may also defer annual RSUs | Elected to defer 100% of annual cash retainers and RSU awards for 2024 |
| Meeting fees | None disclosed beyond retainers | — |
Performance Compensation (Director Equity)
| Equity Element | Value/Grant | Vesting | Change‑in‑Control/Separation |
|---|---|---|---|
| Annual RSU | Approximately $150,000 annual grant to each non‑employee director at annual meeting | Vests in full on the earlier of (i) 1‑yr anniversary or (ii) next annual meeting, subject to service | Vests in full upon change in control; pro‑rata vesting if removed or not renominated other than for cause; death/disability vesting as specified |
| 2024 reported stock awards (Englebardt) | $300,000 (grant date fair value) | Time‑based per program above | As above |
Notes: Director equity is time‑based; no performance metrics apply to director equity grants .
Other Directorships & Interlocks
- Public company boards disclosed: None for Englebardt in the IHRT proxy biography .
- Compensation Committee interlocks: None. No member of the Compensation Committee (including Englebardt) is/was an officer or employee; no interlocking relationships with other companies’ boards/comp committees in 2024 .
Expertise & Qualifications
- Education: J.D., Harvard Law School; B.A., University of Colorado Boulder .
- Domain expertise: Digital assets/content, metaverse, web3; extensive media and technology investing and content production .
- Financial oversight: Designated Audit Committee financial expert .
Equity Ownership
| Holder | Class A Shares | DSUs/RSUs (vestable/settle by 5/19/2025) | Unvested DSUs (to vest by 5/19/2025) | Total Beneficial | Ownership % |
|---|---|---|---|---|---|
| Samuel E. Englebardt | 146,845 | 119,290 | 145,631 | 411,766 | <1% (star in proxy table) |
| Directors’ stock ownership guideline | $500,000 aggregate value; expected within 5 years of becoming subject to guideline | ||||
| Hedging/pledging | Hedging prohibited; pledging prohibited without pre‑approval |
Insider Trades (Form 4 snapshots)
| Date (reported) | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| 2025‑05‑15 (filed) | Award(s) reported for director service; Form 4 shows entries of 121,951 equity units at $0 and 121,951 at $1.23 (annual equity and retainer deferral mechanics) | 121,951; 121,951 | $0.00; $1.23 | https://d18rn0p25nwr6d.cloudfront.net/CIK-0001400891/48c3d8a6-5518-4643-9d45-e98f4448a809.pdf ; https://dnb.edgarexplorer.com/fetchFilingFrameset.asp?FilingID=18475751&CompanyID=745482&Name=IHEARTMEDIA%2C%20INC.&FormType=4&ReceivedDate=20250515185359&Ticker=IHRT |
Beneficial ownership as of March 20, 2025 is detailed in the Security Ownership table (see Equity Ownership above) .
Say‑on‑Pay & Shareholder Feedback (context for Compensation Committee member)
- Say‑on‑pay approval at 2024 annual meeting: 81% of votes cast supported NEO compensation .
- Committee uses an independent compensation consultant (FW Cook); 2024 independence assessment found no conflicts .
Potential Conflicts & Related‑Party Exposure
- Related‑party transactions disclosed in proxy do not involve Englebardt. The company discloses an aircraft lease with an entity controlled by the CEO that was reviewed/approved by the Audit Committee; payments in 2024 were $497,720 (context for Audit Committee oversight) .
- Compensation Committee interlocks: none (see above) .
- Company policy prohibits director hedging and pledging of IHRT stock absent pre‑approval; Audit Committee oversees related‑party transactions and risk .
Governance Assessment
- Positive signals
- Independent director with Audit and Compensation Committee roles; designated Audit Committee financial expert, supporting financial oversight quality .
- Attendance and engagement meet or exceed governance norms (≥75% of meetings; robust executive sessions) .
- Alignment levers: meaningful equity component to director pay; elected to defer 100% of cash and equity for 2024; director stock ownership guideline in place ($500k; 5‑yr compliance window) .
- Anti‑hedging/pledging and clawback policies enhance alignment and risk control (clawback applies to executive incentive compensation) .
- Watch items
- Director compensation includes significant equity awards (time‑based RSUs), which hinge on stock performance but lack performance metrics; investors may monitor equity mix and sizing over time .
- Company’s disclosed related‑party aircraft lease (CEO) is outside Englebardt’s interests but remains a governance item for the Audit Committee to oversee (lease benchmarked and approved) .
Director Compensation Detail (FY2024)
| Name | Fees Earned (Cash; may be deferred) | Stock Awards (RSUs; grant‑date FV) | Total |
|---|---|---|---|
| Samuel E. Englebardt | $25,000 | $300,000 | $325,000 |
Englebardt elected to defer 100% of his annual cash retainer and RSU awards under the Director Deferred Compensation Plan .
Committee Memberships (2024 activity)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 4 | Board identified Englebardt as an “audit committee financial expert” . |
| Compensation Committee | Member | 4 | No interlocks; independent consultant (FW Cook) retained by committee . |
Director Policies & Controls
- Stock ownership guideline for directors: $500,000; five‑year compliance expectation; 50% net‑settled share retention until met .
- Insider Trading Policy: quarterly blackout periods, pre‑clearance, Rule 10b5‑1 plan requirements; prohibition on options/hedging instruments .
- Anti‑hedging/pledging: prohibitions with limited pre‑approval exception for pledging .
Sources: iHeartMedia, Inc. 2025 DEF 14A (filed April 1, 2025) . Form 4 references for 2025 director equity awards: Cloudfront PDF and EDGAR viewer links (full URLs provided above).