Departure of Directors or

On September26, 2019, Steven J. Macri, a named executive officer of iHeartMedia,Inc. (the Company), stepped down from his role as Senior Vice President - Corporate Finance of the Company, in anticipation of the expiration of his employment agreement on December31, 2019. Mr.Macriwill remain at the Company until December31, 2019 to assist with the transition of his role and responsibilities.

Effective September26, 2019, the Company transitioned Mr.Macris role and responsibilities to Michael B. McGuinness, who joined the Company as an Executive Vice President - Finance and Deputy Chief Financial Officer. Mr.McGuinness, 42, joined the Company from The Hain Celestial Group, where he served as Senior Vice President, Chief Accounting Officer and Treasurer since March201 6. Previously, Mr.McGuinness spent over seven years with Monster Worldwide,Inc. in various finance positions within the company, most recently as Executive Vice President and Chief Financial Officer.

Mr.McGuinness and iHeartMedia Management Services,Inc., an indirect wholly-owned subsidiary of the Company, entered into an employment agreement, effective September5, 2019. The employment agreement has a term of four years and is automatically renewable for additional two year periods unless written notice of non-renewal is timely provided by either party. Pursuant to the employment agreement, Mr.McGuinness will be paid an annual base salary of $575,000 and will be eligible to earn an annual cash bonus targeted at 100% of his base salary, which in the case of 2019 will be prorated, and can be increased to compensate for lost bonus from Mr.McGuinnesss prior employer in an amount not to exceed $225,000. Pursuant to the employment agreement, Mr.McGuinness is eligible to participate in long term incentive opportunities and health and welfare benefit programs offered to employees holding comparable positions at the Company. In addition, the employment agreement provides that if Mr.McGuinnesss employment is terminated without Cause or Non-Renews, or if Mr.McGuinness terminates employment for Good Cause, he will be paid his base salary through the termination date, unpaid prior year bonus, if any, payments required under applicable employee benefit plans and if Mr.McGuinness signs a severance agreement and general release of claims, periodic payments totaling 12 months of his base salary. If Mr.McGuinnesss last day of full time employment is between September1 and December31 and he is employed full-time between January1 and August31, then he is entitled to a pro-rata portion of his annual bonus.

Pursuant to the employment agreement, on September9, 2019, the Compensation Committee of the Board of Directors of the Company granted Mr.McGuinness 20,000 restricted stock units (RSUs) and options (Options) to purchase 30,000 shares of the Companys ClassA common stock at an exercise price equal to the fair market value on the date of grant. 20% of the RSUs and Options will vest 90 days after the grant date and an additional 20% of the RSUs and Options will vest on each of the first four anniversaries of the grant date.

There are no family relationships between Mr.McGuinness and any director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Mr.McGuinness that would require disclosure under Item404(a)ofRegulation S-KundertheSecurities Exchange Act of 1934, as amended.

The foregoing description of the employment agreement and the awards does not purport to be complete and is qualified in its entirety by the employment agreement, a copy of which will be filed with the Companys Quarterly Report onForm10-Q forthe fiscal quarter ending September30, 2019 and, other than with respect to vesting terms, by the forms of award agreements, copies of which are filed as Exhibits 10.16 and 10.17 to the Companys Quarterly Report on Form10-Q for the fiscal quarter ended June30, 2019.



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September26, 2019


/s/ Paul McNicol

Name: Paul McNicol

Title: Executive Vice President, General Counsel and Corporate Secretary


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