UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.        )

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

IHEARTMEDIA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF 20202021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 15, 2020April 21, 2021

Dear stockholder:Fellow Stockholder:

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of iHeartMedia, Inc., a Delaware corporation (the “Company”), will be held on Monday, June 15, 2020,Wednesday, April 21, 2021, at 2:10:30 p.m.a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IHRT2020IHRT2021 and entering your16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. The Annual Meeting will be held for the following purposes:

While all of the Company’s stockholders are invited to attend the virtual Annual Meeting, only holders of record of our outstanding shares of Class A common stock at the close of business on April 22, 2020,March 1, 2021, are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder during the ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to InvestorRelations@iHeartMedia.com, stating the purpose of the request and providing proof of ownership of Company stock. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the 16 digit16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.The holders of our Class B common stock and Special Warrants are not entitled to notice of or to vote on any matter before the Annual Meeting.

If you would like to attend the virtual Annual Meeting, please refer to the logistical information in the section titled “Questions and Answers About the 20202021 Annual Meeting of Stockholders.”

By Order of the Board of Directors,

TABLE OF CONTENTS

iHeartMedia, Inc.

20880 Stone Oak Parkway

San Antonio, TX 78258

EXECUTIVE SUMMARY

20202021 Annual Meeting Information

Date and Time: Monday, June 15, 2020Wednesday, April 21, 2021 2:10:30 p.m.a.m. Eastern Time		Location: www.virtualshareholdermeeting. com/IHRT2020IHRT2021		Record Date: April 22, 2020March 1, 2021		Proxy Mail Date: On or about April 29, 2020March 22, 2021

How to Vote

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of iHeartMedia, Inc. (the “Company,” “iHeartMedia,” “iHeart,” “we” or “us”) of proxies to be voted at our Annual Meeting of Stockholders to be held on Monday, June 15, 2020Wednesday, April 21, 2021 (the “Annual Meeting”), at 2:10:30 p.m.a.m. Eastern Time, and at any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IHRT2020IHRT2021 and entering your16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card.

Only holders of record of outstanding shares of our Class A common stock (our “Class A stockholders”) at the close of business on April 22, 2020March 1, 2021 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment of the Annual Meeting. Each share of our Class A common stock entitles its holder to one vote per share on all matters presented to our stockholders. At the close of business on April 22, 2020,March 1, 2021, there were 59,907,388110,924,547 shares of Class A common stock outstanding and entitled to vote at the Annual Meeting. The holders of our Class B common stock and certain warrants to purchase shares of our Class A common stock or Class B common stock (the “Special Warrants”) issued in connection with our emergence from bankruptcy (the “Special Warrants”(“Emergence”) are not entitled to vote on any matter before the Annual Meeting. We refer to our Class A common stock and our Class B common stock together as our “common stock”.

This proxy statement and the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 20192020 (the “2019“2020 Annual Report”) will be releasedsent on or about April 29, 2020March 22, 2021 to our Class A stockholders (as of the Record Date).

This section summarizes and highlights certain information contained in this proxy statement, but does not contain all the information that you should consider when casting your vote. Please review the entire proxy statement as well as our 20192020 Annual Report to Stockholders carefully before voting. Frequently asked questions and logistical information regarding the Annual Meeting is available in the section titled “Questions and Answers About the 20202021 Annual Meeting of Stockholders” beginning on page 71.77.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders To Be Held on June 15, 2020:April 21, 2021:

THIS PROXY STATEMENT AND OUR 20192020 ANNUAL REPORT ARE AVAILABLE FOR VIEWING, PRINTING AND DOWNLOADING ATwww.proxyvote.com.

Meeting Agenda Items

Director Nominees and Continuing Directors

A = Audit Committee

C = Compensation Committee

NCG = Nominating and Corporate Governance Committee

Navigating the Opportunities and Challenges of 2020

2020 brought us unprecedented challenges, from the devastating COVID-19 global pandemic to national economic dislocation, and significant social unrest in the U.S. – all of which have had a significant impact on our employees, listeners, communities and stockholders. In the face of these challenges, the Company took action to support all our stakeholders while simultaneously innovating through this new reality to reimagine our business and maximize long-term value for our stockholders.

2019 BusinessResponse to COVID-19

Throughout the COVID-19 pandemic, the Company acted to support its employees, listeners, and the thousands of communities we serve while responding to the resulting business impact. These actions have included:

Company Performance & Highlights

2019 was a transformative year for iHeartMedia. After filing voluntary petitions for relief under Chapter 11 ofDuring the U.S. Bankruptcy Code (“Chapter 11”) in March 2018, on May 1, 2019, our plan of reorganization (the “Plan of Reorganization”) became effective, resulting in the separation of our former subsidiary, Clear Channel Outdoor Holdings, Inc., and its subsidiaries (“CCOH”) from our current business (the “Separation”) and our successful emergence from Chapter 11 (the “Emergence”) with a significantlyde-leveraged capital structure (the “Reorganization”). As a result of our emergence from Chapter 11, we reduced our long-term debt from approximately $16 billion to approximately $5.8 billion. On July 18, 2019, we completed the listing of our Class A common stock on the Nasdaq stock exchange. Our Class B common stock and Special Warrants are not publicly traded.

Even with the transformative events related to our successful Emergence, we delivered strong operational and financial performance in thefull year ended December 31, 2019. We believe that, as a a newly-restructured company,2020, we had the Company is well positioned to make progress towards its key priorities of long-term, sustainable growth, driving stockholder value and optimizing free cash flow to facilitatede-leveraging and other key strategic objectives. Our keyfollowing financial and operational highlights for the year ended December 31, 2019 include:highlights:

In January 2021, we were able to substantially expand the trading liquidity and the public float for our Class A common stock:

Beginning in the first quarter of 2021, we will report our financial statements based on three reportable segments: iHeartMedia Digital Audio Group, which includes all of our Digital assets including Podcasting; the iHeartMedia Multiplatform Group, which includes our Broadcast radio, Networks and Sponsorships and Events businesses; and our Audio & Media Services Group. These reporting segments reflect how senior management views the Company, align with certain leadership and organizational changes implemented in the first quarter of 2021, and will provide improved visibility into the underlying performances, results, and margin profiles of our distinct businesses.

Operational Highlights

Even in the face of the pandemic disruption, the Company continued its transformation into a true multiplatform company by enhancing and building upon its Audio Technology platforms and data capabilities. The Company continued to build share of radio revenue and accelerated its efforts to tap into the much larger television and digital total addressable markets (“TAMS”) using these strategic platforms, including digital and podcasting, as well as its advertising technology assets. The Company also continued its development of its full range of audio products for consumers. The Company made important progress on its strategic goals, including as follows:

Corporate Governance Highlights

iHeartMedia is committed to good governance practices that protect and promote the long-term value of the Company for its stockholders. The Board regularly reviews our governance practices to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its stockholders. The following chart provides an overview of our corporate governance practices:

PROPOSAL ONE—ELECTION OF DIRECTORS

The Board has nominated Gary BarberRichard J. Bressler and Brad GerstnerKamakshi Sivaramakrishnan as Class III director nominees for election at the Annual Meeting.

Board Recommendation

		Our Board unanimously recommends that you vote“FOR” the election of each of Gary Barber and Brad Gerstner as Class I directors.

Our Board is currently comprised of seveneight directors. As described in our Fifth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) our Board is currently divided into three classes. The term of our Class III directors currently in office expires at this Annual Meeting, the term of our Class II directors expires at the annual meeting of stockholders in 2021 and the term of our Class III directors expires at the annual meeting of stockholders in 2022.2022, and the term of our Class I directors expires at the annual meeting of stockholders in 2023. Our Certificate of Incorporation provides that, beginning with our annual meeting of stockholders in 2023, our Board will be declassified and all director nominees will stand for election forone-year terms that expire at the following year’s annual meeting. The following table describes the schedule for the election of our directors over the next fourthree annual meetings and the terms our directors will serve if elected.

Board Recommendation

		Our Board unanimously recommends that you vote “FOR” the election of each of Richard J. Bressler and Kamakshi Sivaramakrishnan as Class II directors.

If you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will vote to elect Gary BarberRichard J. Bressler and Brad GerstnerKamakshi Sivaramakrishnan as Class III directors. Gary BarberRichard J. Bressler and Brad GerstnerKamakshi Sivaramakrishnan currently serve on our Board and have indicated their willingness to continue to serve if elected. However, if either director nominee should be unable to serve, or for good cause will not serve, the shares of Class A common stock represented by proxies may be voted for a substitute nominee designated by our Board, or our Board may reduce its size. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.

Our Board of Directors

Director Biographies

Class III director nominees to be elected at the 20202021 Annual Meeting (subsequent terms to expire in 2023)

Class III directors (terms to expire in 2022)

Class I directors (terms to expire in 2023)

CORPORATE GOVERNANCE

Governance Overview

We are committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our stockholders. The Company, with the oversight of the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of stockholder feedback, changes in applicable laws, regulations and stock exchange requirements and the evolving needs of our business. Our corporate governance and compliance practices include:

Our Board has adopted Governance Guidelines, a Code of Business Conduct + Ethics and charters for our Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Governance Guidelines and our Code of Business Conduct + Ethics in the “Corporate Governance” section of the “Investor Relations” page of our website located at www.iheartmedia.com, or by writing to our Secretary at our offices at 20880 Stone Oak Pkwy, San Antonio, Texas 78258.

Board Composition

Our Board currently consists of seven (7)eight (8) members: Robert W. Pittman, Richard J. Bressler, James A. Rasulo, Gary Barber, Brad Gerstner, Sean Mahoney, Cheryl Mills and Kamakshi Sivaramakrishnan. As described above, our Board is

Communications From Stockholders

Stockholders and other interested parties may contact, an individual director, the Lead Independent Director, the Board as a group, or a specified Board committee or group, including thenon-management directors as a group,individual members by writing to the following address: iHeartMedia, Inc., 20880 Stone Oak Parkway, San Antonio, TX 78258, Attn: Secretary. Each communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. We will initially receive and process communications before forwarding them to the addressee. We may also refer communications to other departments at the Company. We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company.

Stockholder Engagement

The Board strongly believes in proactive engagement, communication and transparency with the Company’s stockholders. Since Emergence,During 2020, the Company, has participatedled by our senior management and Board, continued its strong level of engagement with its stockholders, and engaged with stockholders representing approximately 62% of the Company’s stockholder base. This engagement included participation in several investor conferences and held numerous meetings and correspondence with institutional stockholders to discuss our financial performance, strategy, response to COVID-19,corporate governance, environmental, social and governance (“ESG”)ESG practices and executive compensation program. Our Annual Impact Report, reflects2020 Special Report and ESG Report reflect the results of the Company’s outreach on ESG matters. This feedback provides the Company with important insights, which management shares with the Board, and the Company is committed to ongoing engagement with its investors on all appropriate matters, including executive compensation and governance. These outreach efforts take place through telephone calls,in-person meetings and correspondence with our investors.

Board Leadership Structure

The Company’s current Board leadership structure comprises a combined Chairman of the Board and Chief Executive Officer, an independent director serving as the Lead Independent Director, and strong,highly qualified, active independent directors. Our Board exercises its judgment in combining or separating the roles of Chairman of the Board and Chief Executive Officer as it deems appropriate in light of prevailing circumstances. The Board will continue to exercise its judgment on an ongoing basis to determine the optimal Board leadership structure that the Board believes will provide effective leadership, oversight and direction, while optimizing the functioning of both the Board and management and facilitating effective communication between the two. The Board has concluded that the current structure provides a well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors. A combined role of Chairman and Chief Executive Officer confers advantages, including for the following reasons:

The Board believes that it is in the best interest of the Company and its shareholdersstockholders for Mr. Pittman to serve as Chairman and Chief Executive Officer, considering the strong role of our Lead Independent Director and other corporate governance practices providing independent oversight of management.

Our Governance Guidelines provide that, if our Chairman of the Board is not an independent director, the independent directors will select an independent director to act as Lead Independent Director. Since our Emergence, James A Rasulo has served as our Lead Independent Director. The Lead Independent Director’s responsibilities include:

The Board believes that this management and Board leadership structure, combined with the oversight of the Board comprised of a majority of independent Directors, a strong Lead Independent Director with significant responsibilities and the Company’s robust corporate governance policies and procedures, effectively maintains independent oversight of the Company.

Board’s Role in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. Our management is responsible for ourday-to-day risk management activities. Our Audit Committee is responsible for overseeing our accounting risks and our general risk assessment and management, including legal and ethical compliance programs and cyber security risks. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions, including as relates to the ongoing coronavirus(COVID-19)COVID-19 outbreak.pandemic. Our Compensation Committee oversees risks related to the Company’s compensation practices and policies. The Board believes that its role in the oversight of our risks supports its determination that the Board’s leadership structure effectively maintains independent oversight of the Company.

Code of Conduct

Our Code of Business Conduct + Ethics (the “Code of Conduct”) applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Conduct constitutes a “code of ethics” as defined by Item 406(b) of RegulationS-K. The Code of Conduct is publicly available on our internet website at www.iheartmedia.com. We intend to satisfy the disclosure requirements of Item 5.05 of Form8-K regarding any amendment to, or waiver from, a provision of the Code of Conduct that applies to our principal executive officer, principal financial officer or principal accounting officer and

relates to any element of the definition of code of ethics set forth in Item 406(b) of RegulationS-K by posting such information on our website, www.iheartmedia.com.

Anti-Hedging Policy

Our Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, executive officers, employees, consultants and contractors. Among its provisions, the policy prohibits those covered by the policy from engaging in transactions in publicly traded options related to the Company’s equity securities, such as puts or calls, or engaging in transactions involving any other financial instruments, such as forward contracts, equity swaps, collars or exchange funds, that are designed to hedge or offset any decrease in the market value of the Company’s equity securities.

Executive Sessions

The independent members of the Board meet in regularly scheduled executive sessions. Such meetings are presided over by the Lead Independent Director.

Attendance by Members of the Board of Directors at Meetings

There were eleventhirteen meetings of the Board during the fiscal year ended December 31, 2019 (twice prior to Emergence and nine times subsequent to Emergence).2020. During the fiscal year ended December 31, 2019,2020, each incumbent director attended at least 90%100% of the aggregate of (i) all meetings of the Board and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director. In addition, all of our directors then in office attended our 2020 annual meeting of stockholders.

Under our Governance Guidelines, which is available on our website at www.iheartmedia.com, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to prepare for and attend Board meetings and meetings of committees on which he or she serves. Pursuant to the Company’s Governance Guidelines, we expect Board members to attend the Annual Meeting. We did not hold an annual meeting in 2019.

Board Committees

Name		Committee Membership
		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee
Gary Barber				CHAIR
Brad Gerstner		CHAIR
Robert W. Pittman
Richard J. Bressler
Sean Mahoney
Cheryl Mills
James A. Rasulo						CHAIR
Kamakshi Sivaramakrishnan

   CHAIR = Committee Chair

     = Member

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Gary Barber, Sean Mahoney and Kamakshi Sivaramakrishnan. No member of our Compensation Committee is or has been an officer or employee of the Company.

During 2019,2020, none of our executive officers served as a member of the Board or Compensation Committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

CORPORATE CULTURE, SOCIAL RESPONSIBILITY, DIVERSITY AND SUSTAINABILITY

As the number one audio company in the United States, and the largest broadcast radio company, the most important responsibility we have is to the communities we serve. Our purpose is to change the world through the power of audio, using our multiple platforms and diverse content to connect people through companionship, compelling storytelling and service to our communities. We are committed to cultivating and fostering diversity at every level of our companyCompany to ensure that we reflect our broad and diverse audiences across the many communities in which we live and work. As the nation’s largest broadcast radio company, our focus on targeted local programming and the deep connectionon-air personalities have with listeners has led to iHeartRadio being considered the most trusted name in radio. Additionally, our company’sCompany’s overall strategy and various initiatives fully encompass the immediate and future advancement of ESG priorities. Below are highlights of our ongoing efforts in these areas:

Community Outreach & Corporate Social Responsibility

As federally-licensed entities, our 850+ radio stations are required to operate as public trustees of the nation’s airwaves. Every one of our stations takes seriously its duty to serve its local communities and operate, as we must—and as we desire—“in the public interest.”

Serving all of our communities across America is the core of what we do, and we place great emphasis on serving the neighborhoods and communities in which we live and work through our diverse portfolio of platforms and assets—broadcast, digital, podcasts, personalities, influencers, social, live events and more.

We are dedicated to inspiring and creating positive change that improves the lives of others. Our community programs are built on the idea that through public awareness and education we give Americans enough information for them to make informed decisions around important public issues.

Our people and stations across the country diligently invest our resources into many projects to help find solutions that improve the lives of others and help communities in need, including:

iHeartMedia Communities: iHeartMedia Communities, our community engagement division that we launched in 2011, serves to focus our ongoing efforts by adding a layer of resources and commitment to address critical issues affecting the local communities we serve and to streamline all philanthropic commitments, ensuring consistent focus and messaging across all divisions and departments.

Hyper-Local Engagement: Over the course of every year, we support hundreds of local nonprofit organizations through:

Local Advisory Boards: Local Advisory Boards play an integral role in guiding our support of the most relevant issues impacting individual communities. Quarterly meetings serve as a forum for our executives, local communities, government and educational leaders to discuss issues and solutions in an open, collegial environment. The diverse boards in each market carefully monitor public opinion and assist our teams in identifying and implementing projects that enable meaningful public service in each community.

Disaster Assistance and Response Plan: We play a critically important role in our communities when disasters or traumatic events occur, including a deep and ongoing partnership with the Federal Emergency Management

Agency. During these times of crisis, including responses to the devastating wildfires in California and Oregon, an earthquake in Puerto Rico, a tornado in Tennessee and hurricanes across Florida, Texas and Louisiana, our platforms are essential to the lives of local residents, with ourresidents. Our broadcast and digital platforms often servingserve as the sole source of information source for disrupted areas—providing news and critical information on everything from storm updates and evacuation routes to food banks, rescue and medical care.care and running public service announcement messaging. Additionally, iHeartMedia established the iHeartMedia Disaster Relief Fund to assist those iHeartMedia employees who require assistance as the result of a declared natural disaster, such as a tornado, wildfire, flood, earthquake or hurricane.

iHeartIMPACT: iHeartIMPACT is our new philanthropic division focused on harnessing the power of advertising to generate funding for nonprofit organizations and community programs across the country. Our mission is to improve the quality of life for millions of Americans by leveraging advertising dollars to positively impact the communities in which we live and work.

Public Service Media Grants: We are committed to making our media accessible to nonprofit organizations, especially those making a significant difference in the communities in which our employees live and work. Our Public Service Media Grant program thoughtfully allocates media to hundreds of public service organizations both at the national and local levels; before receiving a grant, each nonprofit goes through a rigorous vetting process and must comply with our public service announcement and partnership oversight policy.

Mental Health: For the last several years iHeart has worked with leading mental health organizations, including the National Alliance on Mental Illness (NAMI) and the Child Mind Institute, to raise awareness of mental health issues and foster a culture within communities that supports talking about mental health issues like anxiety and depression. Launched in 2019, iHeartMedia’s “Let’s Talk” campaign was designed to weave a virtual support system through iHeartMedia’s 850+ stations across the U.S. for people struggling with anxiety and depression and to let them know they are not alone while also encouraging the general population to check in on the people in their lives by starting a conversation around mental health.

The Environment & Sustainability

At iHeartMedia, our commitment to the environment spans every aspect of our business and we are continually looking for ways to reduce our environmental footprint at our stations, LEED certified executive headquarters and live events, and to model the proper behaviors for our employees. We regularly review and implement technology and other measures to make our offices and studios greener, including by reducing our power outputs. Additionally, given what we have learned about remote working during the pandemic, we are now well-positioned to modernize and resize many of our office spaces, which will diminish our consumption of environmental resources and further reduce the impact of our environmental footprint.

Additionally, weWe support a number of nonprofit organizations that are helping to solve pressing issues facing our planet. We address environmental issueson-air through both nationally- and locally-targeted public service announcements, long-form programming and podcasts. We currently support a number of leading environmentally-focused organizations both nationally and locally.

In 2020, iHeartMedia launched iHeartRadio Earth, a long-term sustainability initiative designed to inspire iHeart’s millions of listeners to take action to positively impact the environment. iHeartRadio Earth was developed in partnership with the National Environmental Education Foundation and VolunteerMatch and was designed to sharpen the Company’s focus on sustainability with the goal of increasing listeners’ knowledge of simple actions they can take every day to help the environment. The campaign is rooted in the belief that millions of small actions have the potential to make a massive difference for the environment. We are also launching a new initiative, iHeartEarth, to inform audiences across our stations and platforms about small steps they can take in their daily lives to help create a major environmental impact, and creating a slate of podcasts that will focus on an array of environmental concerns and issues as well as adding in a layer of environment-related messaging within other relevant and popular podcasts.

Editorial Guidelines and Broadcast Standards

iHeart is dedicated to ensuring trustworthy and value information for all audiences.We are licensed by the FCC which ensures community standards on all programming and have mandatory annual training on FCC regulations, the Emergency Alert System and the Digital Millennium Copyright Act compliance as well as a social media policy. News and information provided by iHeartMedia follows the basic tenets of good broadcast journalism — our reporting is fair, accurate and balanced.

Corporate Culture of InclusionDiversity & DevelopmentInclusion

At iHeartMedia, diversity and inclusion isare key to our success. Serving 91%success; we value diversity and respect all voices, from both inside and outside our Company. Since our Company reaches 90% of the U.S. population monthly means that we reachall Americans every month, listening to, understanding and serve almost every community in America,integrating input from diverse voices and we need that same diverse representation guidingviews are critical to our company decisions.business success. Inclusion is about letting people in—in — and eliminating barriers that may keep people out.

We Inclusion is also about people working together, creating solutions for our many programming and advertising partners across our multi-media assets. Our diversity and inclusion efforts are committedled by our Chief Diversity Officer, who reports directly to cultivating diversity throughout our company. We striveChief Executive Officer and our President. One of our top priorities at iHeartMedia is to create an inclusive organizational culture to attract and develop a dynamic workforce that is as diverse as the audiences and communities we serve which includes and supports gender identity, race, sexual orientation, race, ethnicity, religion, socioeconomic background, age, disability, national origin and more—a culture that reflects the diversity of the many audiences we serve.more. We achieve this through:

Workforce Diversity: CreatingOne of the Company’s top priorities is to create an inclusive organizational culture is one of our key goals– and is closely aligned with our business objectives. Wewe are dedicated to attracting and developing an inclusive and talented workforce that will create and deliver a broad spectrum of content for our diverse audiences across our multiple platforms and live events. We encourage Company-wide input as part of our Company’s key organizational values, and continually provide opportunities for our team members to offer recommendations, insights and key learnings, as these are often representations of the diverse communities in which we live and work. We also value and ask for employee feedback when making creative and strategic business decisions.

We have always benefited frominstituted a diverseDiversity, Equity and inclusive executiveInclusion Advisory Committee, under the leadership team – including femaleof our Chief Diversity Officer, which will play a critically important role in strengthening and accelerating our efforts around diversity, equity and inclusion. iHeart’s Diversity, Equity and Inclusion Advisory Committee will bring important and timely issues around diversity and inclusion to senior executives and LGBTQ leaders and are committed to ensuring executive representation that is as diverse as the Companymanagement for consideration; serve as a whole.sounding board as Company policies and decisions about diversity and inclusion are made; and help guide our efforts in four important areas: accountability, education, mentorship and recruitment. Additionally, our Chief Executive Officer, President and other senior leaders have diversity and inclusion objectives embedded in their long-term performance goals.

iHeart Women’s Information Network: The iHeart Women’s Information Network (WIN), founded in 2018, has provided special forums and activities for employees at all our locations.

Training, Development & Research: iHeart conducts daily research among our varied audiences that provides us with unique insights into all of our diverse communities, and we circulate that research to our creative employees (including our programmers) and management. We also have mandatory annual Code of Conduct training and conduct sensitivity training on a regular cadence for all employees. We regularly communicate with all employees about our core values, and will soon be rolling out a Diversity, Equality and Inclusion training program to the entire Company. We are also beginning top-down education and awareness training and development sessions for our leadership and employees.

Diversity in Radio Programming: We seekiHeartMedia seeks to provide quality radio digital and podcasting programming that appeals to the interests and views of all of our listeners, and we believe in delivering a lineup ofon-air personalities and storytellers that represents the diversity, opinions and perspectives of our many audiences,audiences. As a Company we celebrate the opinions and differences that make our world unique, and the common element at all of our local stations is that our personalities are relatable and understand the specific interests and concerns of the people they are connecting with.

In service to this commitment, the Company continually reevaluates its traditional processes, for example discarding outdated labels like “urban radio” and re-examining our Company holidays. As important, we ask our programmers and hosts to reflect and respond to events and needs in their communities on a real-time basis. iHeart is dedicated to being a force for understanding and support for its entire audience population.

BIN: Black Information Network: In June 2020 we launched BIN: Black Information Network, the first and only 24/7 national and local all news audio service dedicated exclusively to providing an objective, accurate, and trusted source of continual news coverage with a Black voice and perspective, and focused on service to the Black community. BIN includes both a national digital footprint and an increasing number of broadcast radio stations, with the flagship station in Atlanta. BIN is also the news source for our own 91 R&B, Hip Hop, and Gospel stations and is provided as a service to other radio operators, including Black-owned stations. BIN: Black Information Network is run by senior Black employees of the recent pledge byCompany.

Diversity in Podcasts: iHeart has pledged that 50% of the new podcasts we launch on the iHeartPodcast Network will be from female and minority creators. We also recently announced The Black Effect Podcast Network, majority-owned by leading media personality Charlamagne tha God of iHeart’s Power 105.1 and the nationally-syndicated show, The Breakfast Club. This is the world’s largest podcast publisher dedicated to invest 50% of its production onBlack listeners, bringing together the most influential and trusted voices in Black culture for stimulating conversations around social justice, pop culture, sports, mental health, news, comedy and more. We are also the leader in Latino podcast programming and launched the iHeartMedia Latino Podcast Network with Enrique Santos. Additionally, we partnered with Seneca Women Podcast Network, a new shows and slates from diverse creators. Our company purpose ispodcast network to connect people through companionship and compelling storytelling,amplify women’s voices worldwide, to co-produce and distribute a slate of high-quality, women-focused podcasts in the main way that we do that is through our personalitiesareas of women in business, leadership, current events, health and storytellers—all of whom represent the specific communities they serve.more.

Diversity in Live EventsEvents: : We produceiHeartMedia produces over 20,000 local events every year that represent the diverse communities we serve. For example, for Black History Month this year we produced iHeartRadio’s Living Black celebrating the power of Black culture and conversations that educate, inspire and celebrate the Black experience. Additionally, ouriHeartMedia’s nationally produced tentpole concerts are a representation of the collective audiences we reach. In fact, the main purpose of the annual iHeartRadio Music Festival is to bring together the most diverse group of artists and fans across all genres to unite around their common passion — music.

Multicultural Programming & Content: iHeart has a long and rich history of creating relevant content for multicultural communities. This includes radio stations and programming specifically targeted to those communities; ongoing community outreach and support for multicultural communities; and special programming and support for multicultural-owned and targeted businesses as well. We believe putting diverse talent on the air creates role models for our audiences and fosters understanding among diverse audiences. To that end, we create formats that serve diverse audiences including Black, Latino, LGBTQ+, and more; we create special forums, including virtual Town Hall meetings to examine key issues, especially at critical moments; and we use our podcast networks and live events (including events like the iHeartRadio Fiesta Latina and others) and our digital stations to super-serve all these communities. Almost all our major morning shows on the radio are now either hosted by women or include a female cohost in a prominent position, and that kind of diversity also extends to the Black, Latino and LGBTQ+ communities.

Our People

Of the many strengths that iHeartMedia possesses, none is more valuable than our people. Our business relies on our ability to attract and retain talented employees. To attract and retain talent, we seek to provide a work environment that creates a diverse, inclusive and supportive workplace, with opportunities for our employees to grow and develop in their careers and provides meaningful work, supported by competitive compensation, benefits and health and wellness programs, and programs that build connections between our employees and their communities.

Total Rewards: We make significant investments in our people and provide competitive pay and comprehensive benefits including:

Employee Training & Compliance: At iHeartMedia, we invest in employee training and compliance programs that give our employees the tools and information needed to make better decisions and to work more collaboratively as a team. Every iHeartMedia employee must engage in a series of extensive training modules throughout the year, and in 2020, our employees completed over 200,000 training courses, which equated to over 100,000 hours of training.

Company Policies and Hotline: iHeart has implemented several policies that serve as guiding principles for how our Company operates and conducts business to ensure we are fair, ethical and transparent. These policies include but are not limited to: iHeartMedia’s Human Rights Statement, Code of Conduct and Political Participation Policy. Any employee who believes that he or she has been subjected to conduct in violation of the Company’s Code of Conduct, other of its policies, or the law is strongly encouraged to report such incidents, including through the Hotline.

Anti-Harassment Policy: iHeartMedia is committed to providing a work environment that is free of harassment. The Company prohibits all forms of harassment against applicants and employees based on any legally recognized basis, including, but not limited to: race, color, age, sex, sexual orientation, gender identity or expression, religion, physical or mental disability, pregnancy, ethnicity, national origin or ancestry, marital status, veteran status, uniformed service member status, genetic information or any other legally protected classification or status in accordance with applicable federal, state and local laws.

Commitment to Non-Retaliation: iHeart will not retaliate against anyone who, in good faith, notifies us of a possible violation of our Code of Conduct, our policies or the law, nor will we tolerate any harassment or intimidation of any colleague who reports a suspected violation. The Company will protect employees against retaliation. In turn, all employees are expected to report through the numerous channels that are available to them if they know or suspect that retaliation has taken place.

Workplace Safety: We believe that all employees, regardless of our job role or title, have a shared responsibility in the promotion of health and safety in the workplace. We collectively are committed to providing and following all safety laws and rules, including internal policies and procedures. This means carrying out Company activities in ways that preserve and promote a clean, safe and healthy environment.

Local Spirit Day of Service: We believe that we have a profound obligation to help shape the way our entire Company—from our markets to individual stations and talent across our multiple platforms interacts, educates and connects with the public and we have made it a Company priority to use our reach into communities, our unparalleled connection to our listeners and our broad array of assets to positively touch the lives of others. Every full-time iHeartMedia employee receives one additional paid leave day each calendar year to volunteer at an organization of their choosing. In 2020, iHeart added an additional Day of Service to enable employees to help support the cause or organization most important to them.

Navigating the Pandemic & Social Justice

Two significant national crises rose to the forefront in 2020: The COVID-19 pandemic and a widespread call for social and racial justice in the aftermath of the tragic and senseless deaths of George Floyd and Breonna Taylor. As the nation navigates the ongoing emotional, social and economic concerns resulting from these defining moments in American history, iHeartMedia stations across the country have come together to support the thousands of communities we serve.

The COVID-19 pandemic: iHeart responded to the COVID-19 pandemic in numerous ways to address the many different concerns of our listeners during this unprecedented time, including, first and foremost, serving as listeners’ friends and companions, providing support and understanding during a time of significant national crisis, as well as providing the most timely and accurate information about the pandemic through public service announcements and meaningful interviews with experts on the front lines. We combined the power of music with iHeart’s unparalleled reach to pioneer a series of critically-acclaimed virtual events, including the first major at-home benefit event to raise millions of dollars in essential funding.

iHeartMedia has been providing various levels of support for our employees during the COVID-19 pandemic. The Company continues to be a primarily work-from-home operation and has also added a series of COVID 19-related

resources and healthcare benefits including extending the Employee Assistance Program (EAP) to all employees, regardless of benefits eligibility status; offering a special mid-year benefits enrollment period so employees could have the level of healthcare coverage they need for their families; procuring discounts with child education providers to assist employees with their child’s educational needs while doing at home learning; providing for alternative work arrangements so employees can customize their work schedules to fit the needs of their family; amending our medical plan so that telemedicine services would not be limited to a partnered vendor and can be obtained from any provider, in order to minimize exposure to COVID-19 by needing to go in person to a physician; and offering COVID-19 emergency leave to employees, along with an extra Spirit Day to volunteer in their local community.

Focus On VeteransRacial and social justice: ForiHeartRadio stations and personalities across the last eight years, we have been committedU.S. supported their communities during a time of intense social unrest by keeping listeners up to addressing veteran unemploymentdate and employment retention, including by actively recruitinginformed about protests and hiring veterans, launchingmarches happening locally and across the largest public service campaign in company history—iHeartRadio Show Your Stripes, which helps returning veterans find jobs,country; partnering with military education programsleading civil rights organizations to provide perspective on the events and producing eventsoffer opportunities for the public to celebratetake action; and honorusing our military.radio stations and digital and social platforms to foster discussion and healing following the outpouring of grief and anger caused by the killings of George Floyd, Breonna Taylor and other members of the Black community. During the many marches and protests nationwide against racism and injustice that followed in cities and communities across America, iHeart stations and personalities made it a priority to ensure that iHeart listeners felt heard, understood, supported and responded to.

Workforce and Talent Development: People are our most important source of competitive strength. We are dedicated toA more comprehensive look at these efforts can be found in the development of our employees across the organization and creating an environment that offers professional challenges, encourages innovation and development and rewards results.iHeartMedia 2020 Special Report: COVID-19 & Social Justice Response Efforts Report found at www.iheartmedia.com.

ESG Reporting

As part of our commitment to advance ESG issues, we provide annual disclosures on our website at www.iheartmedia.com, including:

Annual Community Impact Report:Report:For the last nineten years, we have reported annually on our deep and positive impact within the communities in which we live and work. The Annual Impact Report provides a snapshot of the contributions made by our employees and 850+ broadcast radio stations over the course of the year and reinforces continuous communication with our stakeholders—our stockholders, employees, advertisers, listeners and others.

ESG Approach and Performance Reporting:Reporting: We openly share our evolving ESG approach and performance on our website. As new programs are initiated and progress is made, we make every effort to communicate these details in real-time through external reporting procedures.

iHeartMedia 2020 Special Report:COVID-19 & Social Justice Response Efforts Report: The report addresses iHeart’s efforts during the COVID-19 crisis as well as outreach to support social and racial justice activities.

PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed EY as our independent registered public accounting firm for the fiscal year ending December 31, 2020.2021. Our Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of EY is not required, we value the opinions of our stockholders and believe that stockholder ratification of the appointment is a good corporate governance practice.

EY has served as our independent registered public accounting firm since at least 1986. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit andnon-audit related services. A representative of EY is expected to attend the Annual Meeting, will have the opportunity to make a statement if desired, and will be available to respond to appropriate questions from stockholders.

In the event that the appointment of EY is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2021.2022. Even if the appointment of EY is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interest of iHeartMedia.

Board Recommendation

		The Board recommends a vote“FOR” the ratification of the appointment by the Audit Committee of EY as our independent registered public accounting firm for the year ending December 31, 2020.2021.

Principal Accountant Fees and Services

The following table summarizes the fees of EY, our independent registered public accounting firm, billed to us for each of the last two fiscal years.

Pre-Approval Policies and Procedures

The Audit Committee charter provides that the Audit Committee shall approve orpre-approve all auditing services (including comfort letters and statutory audits) and all permittednon-audit services by the Company’s independent registered public accounting firm. During 2019,2020, all audit and audit-related services provided to us werepre-approved by the Audit Committee pursuant to Rule2-01(c)(7)(i)(A) of RegulationS-X. The Audit Committee also reviewednon-audit services provided by EY during 2019,2020, and determined that the provision of suchnon-audit services was compatible with maintaining the auditor’s independence.

Report of the Audit Committee

The information contained in this Report of the Audit Committee shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).

The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm and the internal auditors and the Board. The Audit Committee’s purpose includes assisting the Board in its oversight of the preparation of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence and the performance of the Company’s internal audit function and independent registered public accounting firm. Management is responsible for the preparation of our consolidated financial statements and for maintaining an adequate system of disclosure controls and procedures and internal control over financial reporting for that purpose. EY, our independent registered public accounting firm, is responsible for conducting an independent audit of our annual consolidated financial statements in accordance with generally accepted auditing standards and issuing a report on the results of their audit, as well as expressing an opinion on the effectiveness of internal control over financial reporting.

The Audit Committee has reviewed our audited consolidated financial statements for the fiscal year ended December 31, 20192020 and has discussed these consolidated financial statements with our management and our independent registered public accounting firm. The Audit Committee has also received from, and discussed with, our independent registered public accounting firm various communications that they are required to provide to the Audit Committee, including the matters required to be discussed by the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

Our independent registered public accounting firm also provided the Audit Committee with the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and our Audit Committee has discussed with our independent registered public accounting firm its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board that the audited consolidated financial statements be included in our Annual Report onForm 10-K for the year ended December 31, 20192020 for filing with the Securities and Exchange Commission.

By the Audit Committee of the Board of Directors of iHeartMedia, Inc.:

Brad Gerstner (Chair)

Sean Mahoney

James A. Rasulo

PROPOSAL THREE—APPROVAL, ON AN ADVISORY(NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS(“SAY-ON-PAY VOTE”)

Background

As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory(non-binding) basis, the compensation of our named executive officers (also referred to as “NEOs”) as disclosed in this proxy statement. This proposal, commonly known as a“say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation. TheSay-on-Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.

We encourage our stockholders to review the “Executive Compensation” section of this proxy statement for more information.

As an advisory approval, this proposal is not binding upon us or our Board of Directors. However, the Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through your vote on this proposal. The Board and Compensation Committee will consider the outcome of this vote in making future compensation decisions for our NEOs. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders of iHeartMedia, Inc. approve, on an advisory basis, the 20192020 compensation of iHeartMedia Inc.’s named executive officers as described in the Compensation Discussion & Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in iHeartMedia Inc.’s proxy statement for the 20202021 Annual Meeting of Stockholders.”

Frequency ofSay-on-Pay Vote and 20172020 Say-on-Pay Vote

AtFollowing our last Annual Meeting2017 annual meeting of Stockholdersstockholders held on May 26, 2017, the Company’s stockholders recommended, and the Company determined, that the stockholder vote on the compensation of our NEOs would occur every three years. UnlessDuring 2020, the Compensation Committee determined that it was in the best interest of the Company determinesand its stockholders to change the frequency of the“say-on-pay” advisory votes our nextfrom an every three year vote to an annual advisorysay-on-pay vote (following thenon-binding advisory vote at this Annual Meeting) would occur at our 2023 Annual Meeting of Stockholders. vote. At our 2017 Annual Meeting2020 annual meeting of Stockholders,stockholders, more than 98% of the votes cast on thesay-on-pay proposal were voted “for” the proposal.

Board Recommendation

		Our Board unanimously recommends a vote“FOR” the resolution to approve, on an advisory(non-binding) basis, the compensation of our NEOs, as disclosed in the compensation discussion and analysis, the accompanying compensation tables and related narrative disclosure of this proxy statement.

EXECUTIVE COMPENSATION: INTRODUCTORY SUMMARYCOMPENSATION

Dear Fellow Stockholders,

As we write this Introductory Summary in April 2020, it is unquestionably a challengingOver the past year, iHeartMedia has navigated the significant economic challenges presented by an unprecedented global health pandemic throughout the U.S. and unprecedented time for everyone. TheCOVID-19 pandemic has already taken an extraordinary toll on individuals, families, schools, companies and economies, and we are all awareadapted rapidly – understanding that the durationCompany’s employees, listeners, communities and depth of its full impact will not be clear until the pandemic hasstockholders had all been contained through the enormous efforts currently underway worldwide.

While acknowledging the importance of this extraordinary situation for 2020, this report will focus primarily on the significant events of 2019, which wasimpacted in a transformational year for iHeartMedia. Key Company milestones during 2019 included a number of significant achievements:

Fiscal-year 2019 bridges two very different periods under two different Boards – positioned the last four months priorCompany for further long-term growth through modernization initiatives and large structural cost improvements to both provide increased operating leverage and mitigate the pandemic’s impact on liquidity, including significant cash compensation reductions. These actions achieved approximately $250 million of cost savings in 2020.

With this as the backdrop, the Compensation Committee carefully evaluated the Company’s Emergencecompensation programs, as it does on an ongoing basis, in order to ensure the appropriate structure and effectiveness. As you will see described in the Compensation Discussion and Analysis that follows, the Committee considered this backdrop in determining compensation for the Company’s executives.

In August 2020, we granted stock options and performance-based restricted stock units (the “Performance RSUs”) to certain named executive officers, with at least 50% of the grant value weighted towards Performance RSUs for our most senior executives. The Performance RSUs represent the first grant of performance-based long-term incentives made since the Company’s emergence from bankruptcy and the first eight months post-Emergence – as such, this Compensation Discussion & Analysis report will necessarily be somewhat more complex than future reports. To facilitate your review, this Introductory Summary provides an overview of the main compensation matters addressed by the Company in 2019. These awards represented a “pull forward” of our anticipated 2021 annual equity awards, and were made with the goal of driving accelerated progress toward achieving key strategic priorities during 2020 and 2021 – recognizing the critical contribution of strategic cost savings, particularly in a softer revenue environment, to driving significant value creation for stockholders in both the short term (through increased financial resiliency) and long term (through structural improvements to profit margins). In addition, these Performance RSUs incorporated Environmental, Social and Governance (“ESG”) and Diversity metrics, reflecting the commitment of our Board and senior management team to advancing social responsibility, sustainability, diversity and inclusion, both in our workforce and in our creation of content.

Pre-Emergence (January through April 2019), and priorWe do not expect to award additional equity grants to our current Board taking office, the Company exclusively prioritized cashnamed executive officers until 2022. Accordingly, to ensure preparedness for future equity grants, we are seeking stockholder approval of our 2021 Long-Term Incentive Award Plan to support our compensation structured as a combinationphilosophy of base salarydriving long-term stockholder value and performance-based cash incentives. ThisPre-Emergenceensuring our future compensation structure emphasized executive retentionprograms align with those of our peers in order to attract, motivate and short-term (quarterly) performance goals, a typical approach for companies undergoing active restructuring. Shortly before Emergence, the Company’sretain top talent, while considering our unique post-emergence situation.

Our Compensation Committee, together with senior management, and major creditors (who, through the restructuring plan, were positioned to become the Company’s major post-Emergence stockholders) negotiated the terms of a detailed multi-year Equity Plan designed to apply to the post-Emergence period. This agreed Equity Plan was confirmed by the Bankruptcy Court as part of the Plan of Reorganization on January 22, 2019. Soon after – on May 1, 2019 (the “Emergence Date”), the Company emerged from bankruptcy.

This Board and Compensation Committee took office on the Emergence Date. Soon after taking office, our Committeehas focused on ensuring appropriate compensation structures for the remainder of the 2019 fiscal year. To minimizemid-year disruption and to encourage operational consistency, we approved a new cash-based Annual Incentive Plan which retained the performance metrics of thepre-Emergence structure, but applied those metrics to the full-year 2019 (rather than to quarterly periods). Consistent with the terms of the court-approved Equity Plan, we also approved initial Emergence equity grants to senior management, creating strong alignment between our senior executives and our public stockholders.

After setting the 2019 compensation structure, our Committee and senior management worked to definedeveloping clear and robust compensation principles for application after 2019. These key principlesthat emphasize rewarding exceptional performance, driving value creation for our stockholders and ensuring best practices and sound governance in everything we do. With these principles as guideposts, we expectdo, including transitioning to further refine the company’s compensation structures in 2020 and thereafter. For example, we expect to add Free Cash Flow generation as a key future performance criterion alongside the Company’s longstanding Adjusted EBITDA metric.an annual say-on-pay advisory vote.

We are committed to driving thoughtful continuing evolution of the Company’s executive compensation programs in support of our business and financial strategies while consistently prioritizing value creation for our stockholders. We look forward to updating you in the future.

Sincerely,

Gary Barber, Chairman

Sean Mahoney, Member

Kamakshi Sivaramakrishnan, Member

Management and Compensation Committee Response to COVID-19

The economic downturn as a result of the COVID-19 pandemic had a significant and negative impact on many of our revenue streams beginning in March 2020 and continuing through the rest of 2020, including broadcast radio which is our largest revenue stream. See Navigating the Opportunities and Challenges of 2020. As part of positioning the Company’s overall cost structure for the economic uncertainties caused by the COVID-19 pandemic, senior management initiated a series of proactive, voluntary steps to forego certain 2020 compensation opportunities otherwise payable to them under their applicable employment agreements. Each NEO took meaningful, voluntary reductions in their compensation as follows, to support the Company and its stakeholders:

The result of these changes reduced the total target 2020 cash compensation opportunities for the NEOs significantly – by 92% for Mr. Pittman, 74% for Mr. Bressler, and a range of 43% to 53% for the other NEOs.

In addition,on March 30, 2020, our non-executive directors voluntarily agreed to waive their cash compensation for the remainder of 2020.

These actions, which resulted in approximately $10 million of savings from the unpaid NEO’s Annual Incentive Plan target awards and proactive base salary reductions, were part of the large structural and modernization cost initiatives that generated $250 million of in-year 2020 savings. The following Compensation Discussion and Analysis (“CD&A”) further explains these cash compensation reductions and details all aspects of our executive compensation program for 2020.

Compensation Discussion and Analysis

Our Company took a transformative and exciting step in 2019, successfully emerging from a Chapter 11 reorganization on May 1. We believe that, as a newly restructured company, iHeartMedia and the executives who lead it are well positioned to achieve our key priorities of growing sustainably over the long term, driving stockholder value and optimizing free cash flow to facilitate furtherde-leveraging and other key strategic objectives.

This Compensation Discussion and Analysis (“CD&A”)&A describes our executive compensation philosophy and objectives and the decisions of the Compensation Committee of the Board regarding the fiscal 20192020 compensation of our named executive officers. This CD&A also provides details on both the programofficers, in place prioraddition to Emergence, as well as the program administered for the remainder of 2019 following Emergence. In addition, it describes certain elements of our executive compensation program for 2020 as we build a program2021. We also describe the role of management, the Compensation Committee and its independent compensation consultant in determining our executive compensation program. The Compensation Committee and senior management continue to focus on developing clear and robust compensation principles that emphasize rewarding exceptional performance, driving value creation for our future while considering the current external environment.stockholders, and ensuring best practices and sound governance in everything we do.

20192020 Named Executive Officers (NEOs)

For fiscal year 2019,2020, our named executive officers (“NEOs”) were:

2019 Business Highlights

Following are some of our key 2019 financial and performance highlights in connection with and following our Emergence:

For additional 2019 Business Highlights see “Executive Summary—2019 Business Highlights” set forth above in this proxy statement.

Further detail on each of these compensation elements is provided in the sections that follow.

Executive Compensation Governance Highlights

iHeartMedia is committed to governance practices that protect and promote the long-term value of the Company for its stockholders. The Compensation Committee reviews our executive compensation practices, which are summarized below, to ensure they reflect the evolving governance landscape and the alignment of executive and stockholder interests.

Stockholder Input on Executive Compensation

The Board strongly believes in proactive engagement, communication and transparency with the Company’s stockholders. Since Emergence,During 2020, the Company, has participatedled by our senior management and Board, continued its strong level of engagement with its stockholders, and engaged with stockholders representing approximately 62% of the Company’s stockholder base. This engagement included participation in several investor conferences and held numerous meetings and correspondence with institutional stockholders to discuss our financial performance, strategy, response to COVID-19, corporate governance, ESG practices and executive compensation program. Our Annual Impact Report, 2020 Special Report and ESG Report reflect the results of the Company’s outreach on ESG matters. In evaluating the design of our executive compensation program and the compensation decisions for each of the NEOs, the Compensation Committee considers stockholder input, including the advisory“say-on-pay”say-on-pay vote at our annual meeting.

meeting, at which in 2020 98.3% of votes cast approved our say-on-pay proposal. The Company has historically heldis committed to ongoing engagement with itssay-on-pay vote once every three years, which was the preferred frequency of the majority of ourpre-restructuring stockholders. investors on all appropriate matters, including executive compensation and governance.

In May 2017,2020, iHeartMedia held a stockholder advisory vote on the compensation of iHeartMedia’s NEOs. More than 98% of the votes cast approved the compensation of iHeartMedia’sour NEOs. Our nextAlthough our stockholders most recently approved a triennial say-on-pay advisory vote, in order to maintain best governance practices, we are transitioning to an annual say-on-pay advisory vote, and therefore our next vote will occur at our annual meeting of stockholders this year.

The Company is committed to ongoing engagement with its investors on all appropriate matters, including executive compensation and governance. These outreach efforts take place through telephone calls,in-person meetings and correspondence.

Other than advising the Compensation Committee and senior management, as described above, Willis Towers Watson did not provide any services to the Company in 2019.2020. The Compensation Committee has considered the independence of Willis Towers Watson, consistent with theNasdaq requirements, of the Nasdaq, and has determined that Willis Towers Watsonit is independent. Further, pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and determined there is no conflict of interest resulting from retaining Willis Towers Watson. The Compensation Committee intends to reassess the independence of its advisorconsultant at least annually.

The following table sets forth the base salaries for each of our NEOs atthat were approved for 2020, as well as the end of 2019:actual 2020 salaries paid to each:

2021 Base Salary Adjustments

Short-Term Cash Incentives

iHeartMedia had two2020 Annual Incentive Plan

In early 2020, the Compensation Committee approved the 2020 Annual Incentive Plan with emphasis on pay-for-performance, value creation for stockholders, and best practices in pursuing the Company’s strategic and operational objectives. Under the 2020 Annual Incentive Plan, executives were eligible to earn a cash incentive programsbased on the achievement of corporate financial goals (specifically, Adjusted EBITDA and Free Cash Flow metrics), as well as measurable strategic objectives specific to each senior executive (other than Messrs. Pittman and Bressler).

As part of positioning the Company’s overall cost structure for the economic uncertainties caused by the COVID-19 pandemic, the Company, in consultation with the Compensation Committee, made the decision to eliminate the accrual for the 2020 Annual Incentive Plan. As a result, none of the NEOs in 2019 —the 2019 KEIP, which was in place before Emergence,received an annual incentive award for 2020. See Management and Compensation Committee Response to COVID-19.

2021 Annual Incentive Plan

In early 2021, the Compensation Committee approved the 2021 Annual Incentive Plan; the corporate financial goals and the 2019weighting of each is the same as the 2020 Annual Incentive Plan in place after Emergence.

After the 2019 KEIP terminated accordingorder to its terms at Emergence, the Company paid out accrued and unpaid bonuses under the plan. Following Emergence, iHeartMedia implemented anincentivize our NEOs to drive operating performance that is aligned with stockholder value creation. The Annual Incentive Plan is an important part of our compensation philosophy that emphasizes pay for the remainderperformance by aligning compensation with financial and operational achievements.

Effective January 1, 2021, Mr. McGuinness’ Annual Incentive Plan target increased to 110% of his annual base salary in recognition of the year.expansion of his role and additional responsibilities. Also effective January 1, 2021, Mr. McNicol’s Annual Incentive Plan target was eliminated in connection with his new role as Executive Vice President; his bonus opportunity for 2021 is at the discretion of the CEO.

Pre-Emergence: 2019 KEIPLong-Term Incentive Compensation

Ourpre-EmergenceEquity grants help to align executive interests with those of our stockholders. The Compensation Committee considers Company performance, individual performance, long-term potential and Bankruptcy Court approved the terms and conditions governing the 2019 KEIP, which provided quarterly bonus opportunities for certain key employees.

In developing the 2019 KEIP, ourpre-Emergence Compensation Committee recognized that the executive officers not only continued to perform their existing job functions, but also took on additional responsibilities as a result of the restructuring, including developing and implementing the reorganization strategy, participating in Bankruptcy Court hearings and meetings with stakeholders and other parties, reviewing court filings and required reports, and responding to creditor inquiries and requests from the U.S. Trustee — all in addition to their other daily responsibilities and duties.

In its review of the 2019 KEIP, Willis Towers Watson compared the 2019 KEIP design, metrics, amounts and ranges to similar executive compensation programs at companies operating under a Chapter 11 restructuring and found the KEIP was consistent with market practice when determining the value and provided a reasonable award opportunitytype of equity. These awards provide incentives to executive officers, given the factscreate and circumstances of iHeartMedia’s restructuring efforts.sustain long-term growth in stockholder value.

UnderOn August 14, 2020, the Compensation Committee approved a grant of Stock Options to all of the NEOs and a grant of Performance RSUs to Messrs. Pittman, Bressler, McNicol and McGuinness under the Company’s 2019 KEIP, each participant was eligibleEquity Incentive Plan (the “Equity Plan”). These awards represented the first grant of performance-based long-term incentives made to earnthe NEOs since the Company’s emergence from bankruptcy and are a “pull forward” of our anticipated 2021 annual equity awards. The awards, including the shorter performance bonusperiod, were designed to incentivize the NEOs to accelerate achievement of key strategic priorities in cash at2020 and 2021, including the endrealization of each quarter of 2019 (the “2019 KEIP Bonuses”), depending oncritical operational (cost savings) improvements that became imperative in a softer revenue environment, in order to best position the extentCompany’s overall cost structure both for a future return to which OIBDAN goals had been achievednormalized revenue generation and for each such quarter.sustained margin expansion in future years. In addition, a participant was eligiblethese Performance RSUs incorporated ESG and Diversity metrics, reflecting the commitment of our Board and senior management to earn ayear-endadvancing social responsibility, sustainability, diversity and inclusion, both in our workforce and in our creation of content. We do not expect to award based on achievementadditional equity grants to our current NEOs until 2022, and we expect the design of any future awards to support our compensation philosophy of rewarding exceptional performance, driving significant value creation for our stockholders, and ensuring best practices and sound governance.

In determining the size of the cumulative OIBDAN goal for 2019. Payments for each quarter were capped atAugust 2020 equity grants, the target amount for the quarter, with the opportunity to receiveCompensation Committee determined that a payment in excess of target if any excess was earned above the cumulative 2019 goal.

For purposessignificant portion of the 2019 KEIP, OIBDAN isaward value for our most senior executives should be tied to objective performance goals in order to align with prevailing market practices and incentivize achieving our critical strategic objectives. As anon-GAAP measure defined as set forth below in result, the Supplemental Disclosure RegardingNon-GAAP Information.

2020 grant values for Messrs. Pittman, Bressler, McNicol and McGuinness are weighted at least 50% on Performance RSUs. The 2019 KEIP set forth threshold, target and maximum bonus opportunities as follows:following table summarizes key characteristics of these awards.

2020 Grants

The 2019 KEIP terminated according to its terms at Emergence, such that each participant who remained employed with us through June 30, 2019 was eligible to earn apro-rated portion of their 2019 KEIP Bonus for the second quarter of 2019, with suchpro-ration based onfollowing table sets forth the number of days elapsed during such quarter priorStock Options and Performance RSUs granted to Emergence.our NEOs on August 14, 2020, as well as the aggregate grant date fair value:

For each participating NEO, the applicable OIBDAN Performance Goals were based on OIBDAN

Stock Options

Stock options to purchase shares of the Company’s consolidated group. The threshold goals forcommon stock granted pursuant to the first quarterEquity Plan (an “Option” or “Stock Option”) were awarded to our NEOs to ensure that a significant portion of 2019executive pay is

directly linked to stock price appreciation and April 2019, were $206,000,000 and $99,000,000, respectively. The target goals were $242,000,000 and $116,000,00, respectively. We achieved $262,000,000 and $117,000,000, respectively.

Post-Emergence: 2019 Annual Incentive Plan

Following Emergence, the Compensation Committee adopted a cash-based incentive compensation program aimed at driving operating performance, increasinglong-term stockholder value and retaining executive officers throughcreation, as the critical post-Emergence period.recipient recognizes value only to the extent that the share price on the exercise date exceeds the grant date exercise price. The 2020 Stock Options vest 25% per year over four years.

Performance RSUs

The 2019 Annual Incentive Plan retainedPerformance RSUs were primarily designed to incentivize achievement of key strategic priorities in 2020 and 2021, in particular, the general structurerealization of critical operational (cost savings) improvements and previously negotiatedthe achievement of specific diversity or ESG achievements.

In designing and approving the Performance RSUs, the Committee’s key considerations included the following:

The Performance RSUs were tied to three categories of performance goals: