IHEARTMEDIA INC CLASS A (IHRT)
Sector: Communication
2026 Annual Meeting Analysis
IHEARTMEDIA INC CLASS A · Meeting: June 4, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of the eight nominees named in the proxy statement as directors, each for a one-year term ending at the 2027 Annual Meeting of Stockholders
Pittman has served as CEO and director since 2011; IHRT's 3-year TSR of +4.9% is only +3.1pp above the peer group median of +1.8%, which does not exceed the 35pp underperformance threshold required to trigger a AGAINST vote, so no TSR flag applies and no other policy triggers are met.
Rasulo joined the board in 2019, is independent, serves as Lead Independent Director and Compensation Committee Chair, attended over 75% of meetings, and IHRT's 3-year TSR does not trigger the peer-group underperformance threshold.
Bressler has served as a director since 2008 and as President and COO; IHRT's 3-year TSR of +4.9% versus peer median of +1.8% is a gap of only +3.1pp in IHRT's favor, well below the 35pp threshold needed to trigger a AGAINST vote, and no other policy flags apply.
Englebardt joined in 2022, is independent, has relevant media and technology investment experience, attended over 75% of meetings, and the TSR trigger does not fire against any director given IHRT's performance relative to peers.
Millard joined in 2025 and has been on the board fewer than 24 months, which exempts him from the TSR performance trigger entirely under the policy; he is independent with strong finance credentials and chairs the Audit Committee.
Mills joined in 2020, is independent, chairs the Nominating and Corporate Governance Committee, attended over 75% of meetings, and the peer-group TSR comparison does not trigger a negative vote.
Monteagudo joined in 2021, is independent, serves on the Audit Committee with relevant commercial expertise, attended over 75% of meetings, and no TSR or other policy triggers apply.
Sivaramakrishnan joined in 2019, is independent, brings deep technology and data expertise relevant to iHeart's digital transformation, attended over 75% of meetings, and no policy triggers apply.
All eight directors receive a FOR vote. Using the company-disclosed compensation peer group as the primary benchmark, IHRT's 3-year TSR of +4.9% is actually +3.1pp ahead of the peer median of +1.8%, which is well below the 35pp underperformance threshold required to trigger AGAINST votes — so the TSR trigger does not fire for any director. Robert Millard, who joined in 2025, is additionally exempt as a director with fewer than 24 months of tenure. No overboarding, attendance, independence, or other policy flags were identified across the slate.
Say on Pay
✓ FORCEO
Robert W. Pittman
Total Comp
$12,971,814
Prior Support
73.3%%
CEO Robert Pittman received total compensation of approximately $13.0 million in 2025, which is within a reasonable range for the head of a roughly $618 million market cap media company given his broad responsibilities and the company's scale. The pay structure is heavily performance-oriented — the proxy states 87% of the CEO's and President's total direct compensation opportunity is at-risk, well above the 50-60% threshold the policy requires — and incentive outcomes reflected actual results: NEOs received only 70.8% of their annual bonus target for the fourth consecutive below-target year, demonstrating genuine pay-for-performance discipline. The prior year's say-on-pay vote of 73.3% clears the 70% threshold, so no mandatory responsiveness flag applies, and the company has demonstrated responsiveness by shifting 2026 long-term performance awards to three-year-only metrics in response to shareholder feedback.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
40 yrs
Audit Fees
$2,585,000
Non-Audit Fees
$996,000
EY has served as iHeartMedia's auditor since at least 1986 — a relationship of approximately 40 years — which far exceeds the policy's 25-year tenure threshold that triggers a AGAINST vote. The proxy does not provide a specific and compelling rationale for continuing such a long-standing relationship, such as recent lead partner rotation details or a concrete multi-year rotation plan. The non-audit fee ratio is acceptable (tax fees of $996,000 represent about 38.5% of audit fees of $2,585,000, well below the 50% threshold), so the only trigger here is the excessive tenure.
Overall Assessment
The 2026 iHeartMedia annual meeting ballot contains four proposals: all eight director nominees receive a FOR vote because IHRT's 3-year stock performance actually slightly outpaced the compensation peer group median, clearing the company of any TSR-based director accountability concern; Ernst & Young's ratification receives an AGAINST due to a tenure of approximately 40 years that far exceeds the policy's 25-year threshold with no compelling rotation rationale disclosed; the Say on Pay vote receives a FOR because pay is heavily performance-linked, CEO pay is within a reasonable range, the annual bonus paid out below target for the fourth consecutive year, and last year's support of 73.3% clears the 70% engagement threshold. The equity plan amendment (Proposal 4) is outside current policy scope and is noted but not formally voted.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing