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93
PART III
ITEM 10. Directors and Executive Officers of the Registrant
We believe that one of our most important assets is our experienced management team. With respect to our
operations, managers are responsible for the day-to-day operation of their respective location. We believe that the
autonomy of our management enables us to attract top quality managers capable of implementing our aggressive
marketing strategy and reacting to competition in the local markets. Most of our managers have options to purchase
our common stock. As an additional incentive, a portion of each manager’s compensation is related to the
performance of the profit centers for which he or she is responsible. In an effort to monitor expenses, corporate
management routinely reviews staffing levels and operating costs. Combined with the centralized financial
functions, this monitoring enables us to control expenses effectively. Corporate management also advises local
managers on broad policy matters and is responsible for long-range planning, allocating resources and financial
reporting and controls.
The information required by this item with respect to our code of ethics and the directors and nominees for
election to our Board of Directors is incorporated by reference to the information set forth under the captions “Code
of Business Conduct and Ethics”, “Election of Directors” or “Compliance With Section 16(A) of the Exchange
Act,” in our Definitive Proxy Statement, which will be filed with the Securities and Exchange Commission within
120 days of our fiscal year end.
The following information is submitted with respect to our executive officers as of February 28, 2006:
Age on
February 28, Officer
Name 2006 Position Since
L. Lowry Mays 70 Chairman of the Board 1972
Mark P. Mays 42 Chief Executive Officer 1989
Randall T. Mays 40 President/Chief Financial Officer and Secretary 1993
Herbert W. Hill, Jr. 47 Senior Vice President/Chief Accounting Officer 1989
Paul Meyer 63 Global President and Chief Operating Officer – Clear Channel Outdoor 1997
William Moll 68 Chairman - Clear Channel Television 2001
Don Perry 54 President/Chief Executive Officer – Clear Channel Television 2006
John Hogan 49 President/Chief Executive Officer – Clear Channel Radio 2002
Andrew Levin 43 Executive Vice President and Chief Legal Officer 2004
The officers named above serve until the next Board of Directors meeting immediately following the
Annual Meeting of Shareholders.
Mr. L. Mays is our founder and was our Chairman and Chief Executive Officer from February 1997 to
October 2004. Since that time, Mr. L. Mays has served as our Chairman of the Board. He has been one of our
directors since our inception. Mr. L. Mays is the father of Mark P. Mays, our Chief Executive Officer, and Randall
T. Mays, our President/Chief Financial Officer and Secretary.
Mr. M. Mays was our President and Chief Operating Officer from February 1997 until his appointment as
our President and Chief Executive Officer in October 2004. He relinquished his duties as President in February
2006. He has been one of our directors since May 1998. Mr. M. Mays is the son of L. Lowry Mays, our Chairman
of the Board and the brother of Randall T. Mays, our President/Chief Financial Officer and Secretary.
Mr. R. Mays was appointed Executive Vice President and Chief Financial Officer in February 1997 and
was appointed as our Secretary in April 2003. He was appointed our President in February 2006. Mr. R. Mays is
the son of L. Lowry Mays our Chairman of the Board and the brother of Mark P. Mays, our Chief Executive
Officer.
Mr. Hill was appointed Senior Vice President and Chief Accounting Officer in February 1997.