2008 DIRECTOR COMPENSATION for Clear_Channel_Outdoor

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CCO » Topics » 2008 DIRECTOR COMPENSATION

This excerpt taken from the CCO DEF 14A filed Apr 30, 2009.

2008 DIRECTOR COMPENSATION


Name	Fees Earned or Paid in Cash (1) ($)	Stock Awards (2) ($)	Option Awards (3) ($)	Total ($)
Margaret W. Covell (4)	—	—	—	—
Blair E. Hendrix (4)	—	—	—	—
Daniel G. Jones (4)	—	—	—	—
L. Lowry Mays (5)	—	—	—	—
Mark P. Mays (5)	—	—	—	—
Randall T. Mays (5)	—	—	—	—
W. Douglas Parker (6)	22,500	—	—	22,500
James M. Raines	52,000	22,156	25,892	100,048
Marsha M. Shields	42,000	22,156	25,892	90,048
Dale W. Tremblay	56,000	22,156	25,892	104,048
Scott R. Wells (4)	—	—	—	—

(1)	In addition to the fees earned in 2008, amounts also include fees earned in 2007, but not paid until 2008, as follows: Mr. Parker—$6,000; Mr. Raines—$7,000; Ms. Shields—$7,000; and Mr. Tremblay—$15,000.

(2)

Represents the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008, in accordance with FAS 123R except no assumptions for forfeitures were included, and involves grants in 2007 and 2005. See Note K—Shareholders’ Equity in Appendix A page A-61of this proxy statement for the complete disclosure of the assumptions made in the valuation of our stock awards. As of December 31, 2008, Mr. Raines, Ms. Shields, and Mr. Tremblay each held 4,250 shares of unvested restricted stock. Ms. Covell, Mr. Hendrix, Mr. Jones, Mr. L. Mays, Mr. M. Mays, Mr. R. Mays, Mr. Parker and Mr. Wells held no shares of unvested restricted stock at December 31, 2008.

(3)	Represents the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008, in accordance with FAS 123R except no assumptions for forfeitures were included, and involves grants in 2008, 2007 and 2005.

In 2008, Mr. Raines, Ms. Shields and Mr. Tremblay were each granted 7,500 stock options. The grant date fair value of the 2008 stock option awards to each of Mr. Raines, Ms. Shields and Mr. Tremblay was $53,282 as computed in accordance with FAS 123R. See Note K—Shareholders’ Equity in Appendix A page A-61 of this document for the complete disclosure of the assumptions made in the valuation of our option awards. No restricted stock awards were granted to the non-employee directors in 2008. As of December 31, 2008, Mr. Raines, Ms. Shields, and Mr. Tremblay each held unexercised stock options for 15,750 shares of common stock. Ms. Covell, Mr. Hendrix, Mr. Jones, Mr. L. Mays, Mr. M. Mays, Mr. R. Mays, Mr. Parker and Mr. Wells held no stock options at December 31, 2008.

(4)

Ms. Covell and Messrs. Hendrix, Jones, and Wells are each an employee of Thomas H. Lee Partners, L.P. or Bain Capital Partners, LLC (collectively, the “Sponsors”), and are not compensated for their service on the Board. As discussed above, Clear Channel Outdoor’s indirect parent, CCMH, is owned by a group of private equity funds sponsored by the Sponsors.

(5)

Messrs. L. Mays, M. Mays and R. Mays do not receive any additional compensation for their service on the Board. Information regarding compensation allocated to Messrs. M. Mays and R. Mays for their service as executive officers of Clear Channel Outdoor is presented above in the 2008 Summary Compensation Table.

Mr. Raines, Ms. Shields and Mr. Tremblay are each entitled to an annual cash retainer of $25,000, an additional $1,500 for each Board meeting attended and an additional $1,000 for each Committee meeting attended. We pay the chairperson of the Audit Committee and the chairperson of the Compensation Committee an additional annual cash retainer of $10,000 and $5,000, respectively. We may also grant stock options or other stock-based awards to Mr. Raines, Ms. Shields and Mr. Tremblay, and they may elect to receive their fees in the form of shares of our common stock. Mr. Raines, Ms. Shields and Mr. Tremblay did not make this election in 2008.

In 2008, Mr. Raines, Ms. Shields and Mr. Tremblay were each granted 7,500 stock options. Stock awards and option awards granted in 2005 vest in five equal installments annually. Stock awards and option awards granted in 2007 and option awards granted in 2008 vest in four equal installments annually.

This excerpt taken from the CCO DEF 14A filed Apr 7, 2008.

2007 DIRECTOR COMPENSATION


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
L. Lowry Mays	—	—		—		—	—	—	—
Mark P. Mays	—	—		—		—	—	—	—
Randall T. Mays	—	—		—		—	—	—	—
W. Douglas Parker	40,000	26,878	(1)	18,458	(1)	—	—	—	85,336
James M. Raines	52,000	26,878	(1)	18,458	(1)	—	—	—	97,336
Marsha M. Shields	42,000	26,878	(1)	18,458	(1)	—	—	—	87,336
Dale W. Tremblay	53,000	26,878	(1)	18,458	(1)	—	—	—	98,336

(1)	See Note K - Shareholders’ Equity in Appendix A page A-47 of this document for the complete disclosure of the assumptions made in the valuation of our stock and option awards.

We pay our non-employee directors an annual cash retainer of $25,000, an additional $1,500 for each board meeting attended and an additional $1,000 for each Committee meeting attended. We may also grant stock options or other stock-based awards to our non-employee directors, and non-employee directors may elect to receive their fees in the form of shares of our Class A common stock. We pay the chairperson of the Audit Committee and the chairperson of the Compensation Committee an additional annual cash retainer of $10,000 and $5,000, respectively.

EXCERPTS ON THIS PAGE:

DEF 14A	Apr 30, 2009

DEF 14A	Apr 7, 2008

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