Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2024, iHeartMedia, Inc.'s (the "Company") subsidiary, iHeart Management Services, Inc. ("iHeart Management") entered into an amended and restated employment agreement (the "A&R Employment Agreement") with Jordan R. Fasbender. The A&R Employment Agreement extends Ms. Fasbender's employment term until September 30, 2026. On October 1, 2026, and each anniversary thereof, the A&R Employment Agreement will automatically renew for successive one year periods unless either iHeart Management or Ms. Fasbender elects not to extend such agreement. The other material changes under the A&R Employment Agreement include: (i) Ms. Fasbender's title was changed to Executive Vice President, Chief Legal Officer and Corporate Secretary, (ii) her annual base salary was increased to $825,000 (effective October 1, 2024), and will increase to $850,000 on October 1, 2025, (iii) her target bonus was increased to 115% of her annual base salary and (iv) commencing with the Company's 2025 fiscal year, it is expected that the Company will grant to Ms. Fasbender an annual equity award with a target grant-date fair value equal to $1,000,000; provided, that any annual equity award (and the terms and amount of such award) will be subject to approval by the Compensation Committee of the Company's Board of Directors.