iHeartMedia Announces Brad Gerstner Is Concluding His Service on Its Board of Directors
Company Also Announces Nomination of Robert Millard to Stand for Election for Vacant Board Seat
NEW YORK, April 01, 2025--(BUSINESS WIRE)--iHeartMedia, Inc. (NASDAQ: IHRT), the leading audio company in America, today announced that Board member Brad Gerstner has chosen not to stand for re-election and will conclude his service on its Board of Directors in order to focus on his other commitments. Mr. Gerstner, the founder and CEO of Altimeter Capital, has been a member of the iHeartMedia Board of Directors since 2019.
"When we began this journey together back in 2019, Brad was only able to promise us one term as a director due to his enormous commitments to Altimeter and its portfolio companies, and we're grateful he gave us five terms. We appreciate all the contributions he made during that time, especially his experience and view of technology and the future -- which helped us determine how to make the technology transitions we needed to maximize our revenue opportunities in an increasingly data-focused and technology-led marketplace. He's had a significant impact on iHeart's success and our vision for the company's direction," said Bob Pittman, iHeartMedia CEO and Chairman of its Board of Directors.
"The longer I served on the iHeart Board the more excited I got about the power of audio and the unique opportunity iHeart has because of its enormous and unparalleled consumer reach and connection. From seemingly ubiquitous talk to podcasts to radio, iHeart sits on an unparalleled goldmine of constantly refreshing audio data that will only become more valuable in the Age of AI," said Mr. Gerstner. "The biggest issue in my life is time; my strong obligations to Altimeter and its portfolio companies, and my deep commitment to my philanthropic activities, mean that I have to conclude my service on the iHeart Board, but I'm glad I was able to be a part of it for so many years. I appreciate all I've been able to learn, and I've loved the constant exchange of ideas. I've also valued being a part of iHeart's growth and having a front row seat as they created whole new businesses, like podcasting, where they are now number one."
The company also announced the Company's Board of Directors has nominated Robert Millard to stand for election at the Company's 2025 Annual Meeting of Stockholders to be held on May 13th. Mr. Millard is a Director of Evercore, an international investment bank, and co-founder and former Chairman of the Board of L3 Technologies, a major defense technology company. He currently serves as Lead Director of L3Harris Technologies. He formerly served as Chairman of the MIT Corporation and Chairman of the MIT Investment Management Company endowment board. Prior to becoming Chairman of MIT, Mr. Millard served as the Chairman of Realm Partners LLC from 2009 to 2014 and held various senior roles, including Managing Director at Lehman Brothers and its predecessors from 1976 to 2008. If elected by stockholders, he is expected to begin his service effective May 13th.
"We appreciate the opportunity to have Bob Millard bring his broad range of experience across business, finance and strategic planning to the iHeart Board," said Pittman. "We believe his critical thinking and insights, combined with his long experience as an investor, will add important and unique benefits for our company and our shareholders, and will contribute significantly to positioning iHeart for continued growth."
About iHeartMedia, Inc.
iHeartMedia (Nasdaq: IHRT) is the number one audio company in the United States, reaching nine out of 10 Americans every month. It consists of three business groups.
With its quarter of a billion monthly listeners, the iHeartMedia Multiplatform Group has a greater reach than any other media company in the U.S. Its leadership position in audio extends across multiple platforms, including more than 860 live broadcast stations in over 160 markets nationwide; its National Sales organization; and the Company's live and virtual events business. It also includes Premiere Networks, the industry's largest Networks business, with its Total Traffic and Weather Network (TTWN); and BIN: Black Information Network, the first and only 24/7 national and local all news audio service for the Black community. iHeartMedia also leads the audio industry in analytics, targeting and attribution for its marketing partners with its SmartAudio suite of data targeting and attribution products using data from its massive consumer base.
The iHeartMedia Digital Audio Group includes the Company's fast-growing podcasting business -- iHeartMedia is the number one podcast publisher in downloads, unique listeners, revenue and earnings -- as well as its industry-leading iHeartRadio digital service, available across more than 500+ platforms and thousands of devices; the Company's digital sites, newsletters, digital services and programs; its digital advertising technology companies; and its audio industry-leading social media footprint.
The Company's Audio & Media Services reportable segment includes Katz Media Group, the nation's largest media representation company, and RCS, the world's leading provider of broadcast and webcast software.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250401874061/en/
Contacts
MediaWendy GoldbergChief Communications Officer(212) 377-1105wendygoldberg@iheartmedia.com InvestorsMike McGuinnessEVP, Deputy CFO, and Head of Investor Relations(212) 377-1336mbm@iheartmedia.com
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Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if HG Vora's underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by HG Vora that the future plans, estimates or expectations contemplated will ever be achieved. The information herein does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. 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Leading Proxy Advisory Firm ISS Recommends PENN Entertainment Shareholders Vote 'FOR' All Three Director Candidates Nominated by HG Vora
NEW YORK--(BUSINESS WIRE)--HG Vora Capital Management, LLC (together with its affiliates, 'HG Vora') today announced that Institutional Shareholder Services Inc. ('ISS'), a leading independent proxy advisory firm, has recommended that shareholders of PENN Entertainment, Inc. (NASDAQ: PENN) ('PENN' or the 'Company') cast their votes 'FOR' the election of all three independent director candidates nominated by HG Vora – William Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the Company's Board of Directors (the 'Board') on the GOLD proxy card at PENN's 2025 Annual Meeting of Shareholders (the 'Annual Meeting'), scheduled for June 17, 2025. In its report,* ISS concluded that PENN's performance under current leadership has 'been disappointing over all measurement periods', that the Board's misguided interactive strategy has 'failed to drive the returns expected by shareholders', and that there is 'clearly a case for board change' given there is 'little evidence that the board has been able to hold management accountable.' With respect to PENN's significant underperformance and strategic errors under the current Board, ISS said: 'The company's push into interactive has not been successful.' 'The overall story is one of M&A that has generally failed to drive the returns expected by shareholders.' 'It is particularly difficult to overlook the negative inflection that coincided with expansion into online sports betting, which is highlighted by the dissident.' 'Most worryingly, the company has pursued acquisitions and partnerships since early 2020 that have failed to meet the expectations of shareholders, and failed to meet the company's own stated goals.' 'The board appears not to have taken tangible lessons from its record in approving company acquisitions.' With respect to the Board's composition, poor corporate governance, and lack of management oversight, ISS said: 'The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board's ability to effectively oversee management during the push into interactive, which has in turn translated into disappointing TSR and operational results.' '[T]here is little evidence that the board has been able to hold management accountable, as the company has continued to pursue a strategy that has failed to deliver on expectations.' With respect to the qualifications of the three independent director candidates, ISS said: 'Hartnett and Ruisanchez seem to have fortuitously presented the board with a ready-made solution to a problem it was otherwise unprepared to address.' 'The more important point is that the board requires additional direct gaming industry experience, which Clifford can impart. He also has experience at the company itself, as a member of senior management and recently as a consultant.' '[With respect to Clifford …], there is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition.' 'There does not appear to be an outcome that would make support unwarranted for Clifford at this meeting.' In conclusion, ISS said, 'support for Clifford, as well as Hartnett and Ruisanchez, is warranted on the dissident card.' Previously, leading independent proxy advisory firm Egan-Jones Proxy Services also recommended that PENN shareholders cast their votes 'FOR' the election of all three independent director candidates nominated by HG Vora – William Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the Board using the GOLD proxy card at PENN's 2025 Annual Meeting. To ensure the election of William Clifford, Johnny Hartnett, and Carlos Ruisanchez, it is essential that all PENN shareholders vote the GOLD proxy card 'FOR' HG Vora's highly qualified director nominees – William Clifford, Johnny Hartnett, and Carlos Ruisanchez. With PENN's Annual Meeting less than two weeks away, it is important that shareholders cast their votes today. Every vote is important, no matter how many shares you own. If you have any questions about how to vote your shares, please contact our proxy solicitor Okapi Partners by telephone at 877-629-6355 or email at info@ For more information, including voting instructions, visit our website *HG Vora has neither sought nor obtained consent from ISS to use previously published information in this press release Cautionary Statement Regarding Forward-Looking Statements The information herein contains 'forward-looking statements' that can be identified by the fact that they do not relate strictly to historical or current facts. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as 'may,' 'will,' 'expects,' 'believes,' 'anticipates,' 'plans,' 'intends,' 'estimates,' 'projects,' 'potential,' 'targets,' 'forecasts,' 'seeks,' 'could,' 'should' or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if HG Vora's underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by HG Vora that the future plans, estimates or expectations contemplated will ever be achieved. The information herein does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. Certain Information Concerning the Participants HG Vora and the other Participants (as defined below) filed a definitive proxy statement and accompanying gold universal proxy card with the SEC on May 12, 2025 to be used to solicit proxies for the election of its slate of director nominees at the 2025 annual meeting of shareholders (the '2025 Annual Meeting') of PENN Entertainment, Inc. ('PENN'). The participants in the proxy solicitation are currently anticipated to be HG Vora Capital Management, LLC (the 'Investment Manager'), HG Vora Special Opportunities Master Fund, Ltd. ('Master Fund'), Downriver Series LP – Segregated Portfolio C ('Downriver'), Parag Vora ('Mr. Vora' and, collectively with Investment Manager, Master Fund and Downriver, 'HG Vora'), Johnny Hartnett, Carlos Ruisanchez and William Clifford (collectively all of the foregoing, the 'Participants'). As of the date hereof, (i) Master Fund directly owns 3,825,000 shares of common stock, par value $0.001 per share (the 'Common Stock'), of PENN, including 100 shares of Common Stock as the record holder and (ii) Downriver directly owns 3,425,000 shares of Common Stock, including 100 shares of Common Stock as the record holder (collectively, the 7,250,000 shares of Common Stock owned by Master Fund and Downriver, the 'HG Vora Shares'). The HG Vora Shares collectively represent approximately 4.80% of the outstanding shares of Common Stock, based on the 150,852,769 shares of Common Stock outstanding as of April 24, 2025, as disclosed by PENN on its proxy statement for the Annual Meeting. The Investment Manager is the investment manager of Master Fund and Downriver, each of which have delegated all investment and voting decisions to the Investment Manager. Mr. Vora is the manager of the Investment Manager and has authority over day-to-day operations and investment and voting decisions, including with respect to the HG Vora Shares, of the Investment Manager. Each of the Investment Manager and Mr. Vora may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the HG Vora Shares and indirect ownership thereof. Mr. Ruisanchez directly owns 3,150 shares of Common Stock. Neither Mr. Clifford nor Mr. Hartnett beneficially own any shares of Common Stock. Certain of the Participants are also from time to time party to certain derivative instruments that provide economic exposure to PENN's Common Stock. All of the foregoing information is as of the date hereof unless otherwise disclosed. Important Information and Where to Find It HG VORA STRONGLY ADVISES ALL SHAREHOLDERS OF THE CORPORATION TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT THE DEFINITIVE PROXY AND ACCOMPANYING PROXY CARD WILL ALSO BE FURNISHED TO SOME OR ALL OF THE COMPANY'S SHAREHOLDERS. SHAREHOLDERS MAY DIRECT A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, OKAPI PARTNERS LLC, 1212 AVENUE OF THE AMERICAS, 17TH FLOOR, NEW YORK, NEW YORK 10036 (SHAREHOLDERS CAN CALL TOLL-FREE: (877) 629-6355).
