CCO » Topics » Roles and Responsibilities

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

Roles and Responsibilities

Role of the Committee. The Committee is primarily responsible for conducting reviews of Clear Channel Outdoor’s executive compensation policies and strategies and overseeing and evaluating Clear Channel Outdoor’s overall compensation structure and programs. Direct responsibilities include, but are not limited to:

 

   

Evaluating and approving goals and objectives relevant to the compensation of the named executive officers, and evaluating the performance of the executives in light of those goals and objectives;

 

   

Determining and approving the compensation level of the named executive officers;

 

   

Evaluating and approving all grants of equity-based compensation to the named executive officers;

 

   

Recommending to the Board of Directors compensation policies for outside directors; and

 

   

Reviewing performance-based and equity-based incentive plans for the named executive officers and reviewing other benefit programs presented to the Committee by Messrs. M. Mays and Meyer.

Role of Executive Officers. As set forth below, Messrs. M. Mays and Meyer are both involved in recommending the form and amount of executive compensation. They jointly provide reviews and recommendations for the Committee’s consideration, and manage Clear Channel Outdoor’s executive compensation programs, policies, and governance. Their direct, joint responsibilities include, but are not limited to:

 

   

Providing an ongoing review of the effectiveness of the compensation programs, including competitiveness and alignment with Clear Channel Outdoor’s objectives;

 

   

Recommending changes and new programs, if necessary, to ensure achievement of all program objectives; and

 

   

Recommending pay levels, payout, and awards for the named executive officers (except that Mr. Meyer does not make such recommendations for himself).

The Committee has the responsibility for administrating performance awards under the Annual Incentive Plan in accordance with Section 162(m) of the Internal Revenue Code. These duties included, among other things, setting the performance period, setting the performance goals, and certifying the achievement of the predetermined performance goals by each named executive officer.

 

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

ROLES AND RESPONSIBILITIES

Role of the Committee and the Subcommittee. The Committee and the Subcommittee, as applicable, are primarily responsible for conducting reviews of Clear Channel Outdoor’s executive compensation policies and strategies and overseeing and evaluating Clear Channel Outdoor’s overall compensation structure and programs. Direct responsibilities include, but are not limited to:

 

   

evaluating and approving goals and objectives relevant to compensation of the Company’s executive officers, and evaluating the performance of the executives in light of those goals and objectives;

 

   

determining and approving the compensation level for the executive officers;

 

   

evaluating and approving all grants of equity-based compensation to executive officers;

 

   

recommending to the Board compensation policies for outside directors; and

 

   

reviewing performance-based and equity-based incentive plans for the executive officers and reviewing other benefit programs presented to the Committee by the Chief Executive Officer.

Role of Management. The role of Clear Channel Outdoor management is to provide reviews and recommendations for the Committee’s consideration, and to manage Clear Channel Outdoor’s executive compensation programs, policies and governance. Direct responsibilities include, but are not limited to:

 

   

providing an ongoing review of the effectiveness of the compensation programs, including competitiveness, and alignment with Clear Channel Outdoor’s objectives;

 

   

recommending changes, if necessary to ensure achievement of all program objectives;

 

   

and recommending pay levels, payout and/or awards for executive officers.

 

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