Clear Channel Outdoor Holdings, Inc. 8-K

What Happened

• On December 19, 2025, Clear Channel Outdoor Holdings, Inc. filed an 8-K reporting that, on December 15, 2025, the company and CEO Scott R. Wells entered into a Second Amended & Restated Employment Agreement effective January 1, 2026. The agreement’s initial term ends January 1, 2030 and will automatically renew for additional four-year periods unless either party gives timely notice of non-renewal.

Key Details

• Base salary: $1,200,000 per year (annualized).
• Annual incentive: target bonus equal to 120% of base salary.
• Equity: annual target equity grant of $4,000,000 (grant-date fair value will be no less than $2,000,000); awards under the company’s stock incentive plan.
• Severance if terminated without “cause,” not renewed, or if CEO resigns for “good reason” (and timely executes release): 18 months of base salary paid over the Severance Pay Period; pro rata annual bonus for the year of termination; a separation bonus equal to target annual bonus; lump-sum COBRA subsidy (18 × monthly premium); accelerated vesting of certain time-based awards for 12 months and tiered treatment of performance stock units (1/3, 2/3, or 100% of target eligible to vest depending on timing).
• Other terms: customary confidentiality, non-interference, non-solicitation and non-compete provisions (12 months post-employment); severance conditioned on executing and not revoking a release and ceases if CEO breaches post-employment covenants or is rehired during the severance period.

Why It Matters

• The filing confirms the company’s commitment to retaining its CEO through an extended multi-year agreement and sets clear compensation and severance terms that could affect future cash and equity expense. Investors should note the size of the annual equity target ($4.0M) and the potential cash and equity acceleration obligations in a termination scenario, which are relevant to executive compensation expense and governance disclosure. The full agreement is filed as an exhibit to the 8-K for detailed review.