UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

OUTFRONT Media 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):

405 Lexington Avenue, 17th Floor

New York, New York 10174

April 23, 201521, 2016

Dear Stockholder:

You are cordially invited to attend the 20152016 Annual Meeting of Stockholders (the “Annual Meeting”) of OUTFRONT Media Inc., which will be held at 222 East 41st Street, 20^th Floor Conference Room,605 Third Avenue, New York, New York, 10017,10158, on June 9, 2015,7, 2016, at 10:00 a.m., Eastern Daylight Time.

The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. The enclosed materials contain instructions on how you can exercise your right to vote over the internet, by telephone or by mail.

Thank you for your continued support of OUTFRONT Media Inc.

Sincerely,

JEREMY J. MALE

Chairman and Chief Executive Officer

OUTFRONT Media Inc.

405 Lexington Avenue, 17th Floor

New York, New York 10174

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To OUTFRONT Media Inc. Stockholders:

Notice is hereby given that the 20152016 Annual Meeting of Stockholders (the “Annual Meeting”) of OUTFRONT Media Inc., a Maryland corporation (the “Company”), will be held at 222 East 41st Street, 20^th Floor Conference Room,605 Third Avenue, New York, New York, 10017,10158, on June 9, 2015,7, 2016, at 10:00 a.m., Eastern Daylight Time. The Annual Meeting will be held for the following purposes:

Only stockholders of record at the close of business on April 15, 20152016 are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Each stockholder of record is entitled to one vote for each share of common stock held at that time.

Your vote is important to us. You may cast your vote over the internet, by telephone, or by mail.

We mailed a Notice of Internet Availability of Proxy Materials on or about April 23, 2015.21, 2016.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 9, 2015:7, 2016: the Company’s proxy statement and 20142015 annual report to stockholders are available atwww.proxyvote.com.

By Order of the Board of Directors,

RICHARD H. SAUER

Executive Vice President, General Counsel and

Secretary

April 23, 201521, 2016

TABLE OF CONTENTS

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TABLE OF CONTENTS

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OUTFRONT Media Inc.

405 Lexington Avenue, 17th Floor

New York, New York 10174

PROXY STATEMENT

April 23, 201521, 2016

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What are proxy materials?

OUTFRONT Media Inc., a Maryland corporation (the “Company,” “we,” “our” or “us”), made these proxy materials available to you via the internet or, upon your request, have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of the Company of proxies to be voted at the Company’s 20152016 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 9, 2015,7, 2016, at 10:00 a.m., Eastern Daylight Time, and at any postponement or adjournment of the Annual Meeting. The Notice of Internet Availability of Proxy Materials, proxy statement and form of proxy are being distributed and made available on the internet on or about April 23, 2015,21, 2016, to all stockholders entitled to vote at the Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under Securities and Exchange Commission (“SEC”) rules, and is designed to assist you in voting your shares. The proxy materials include this proxy statement for the Annual Meeting, an annual report to stockholders, including our Annual Report on Form 10-K for the year ended December 31, 2014,2015, and the proxy card or a voting instruction card for the Annual Meeting.

Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

In accordance with the SEC rules, we may furnish proxy materials, including this proxy statement and our annual report, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Accordingly, we are sending the Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners as of the close of business on April 15, 20152016 (the “Record Date”) on or about April 23, 2015.21, 2016. Stockholders receiving a Notice of Internet Availability of Proxy Materials by mail will not receive a printed copy of proxy materials, unless they so request. Instead, the Notice of Internet Availability of Proxy Materials will instruct stockholders as to how they may access and review proxy materials on the internet. Stockholders who receive a Notice of Internet Availability of Proxy Materials by mail who would like to receive a printed copy of the Company’s proxy materials, including a proxy card or voting instruction card, should follow the instructions for requesting these materials included in the Notice of Internet Availability of Proxy Materials. Stockholders who currently receive printed copies of proxy materials who would like to receive future copies of these documents electronically instead of by mail should follow the instructions for requesting electronic delivery set forth in the proxy card, the form of which is included in this proxy statement.

I share an address with another stockholder. Why did we receive only one copy of the proxy materials and how may I obtain an additional copy of the proxy materials?

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy the delivery requirements for a Notice of Internet Availability of Proxy Materials or other annual meeting materials, including this proxy statement and the annual report to stockholders, with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other annual meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” is intended to provide extra convenience for stockholders and cost savings for companies.

A number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials, proxy statement or annual report of stockholders, as applicable, will be delivered to multiple stockholders sharing an address unless contrary

instructions have been received from the affected stockholders. If you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, proxy statement or annual report to stockholders, as applicable, please notify your broker if your shares are held in a brokerage account, or the Company’s Secretary at the address or telephone number below if you hold registered shares. If you have multiple accounts in your name or share an address with other stockholders, you can also request “householding” and authorize your broker to discontinue mailings of multiple copies of the Notice of Internet Availability of Proxy Materials, proxy statement or annual report, as applicable, by notifying your broker if your shares are held in a brokerage account, or the Company’s Secretary at the address or telephone number below if you hold registered shares. Upon request, we will deliver promptly a copy of the Notice of Internet Availability of Proxy Materials, proxy statement or annual report, as applicable, to stockholders at a shared address to which a single copy of these documents was delivered. Stockholders can submit this request by contacting the Company’s Secretary, at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174, (212) 297-6400.

What items of business will be voted on at the Annual Meeting?

There are 63 proposals scheduled to be voted on at the Annual Meeting:

How does the board of directors recommend I vote on these proposals?

Who is entitled to vote at the Annual Meeting?

Stockholders as of the close of business on the Record Date may vote at the Annual Meeting. As of the Record Date, there were 137,333,445137,914,417 shares of our common stock, par value $0.01 per share, outstanding. You are entitled to one vote for each share of common stock held by you as of the Record Date.

If your shares are registered directly in your name with our transfer agent, Wells Fargo Bank N.A., you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability of Proxy Materials was provided to you directly. As the stockholder of record, you have the right to vote by proxy or to vote in person at the Annual Meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice of Internet Availability of Proxy Materials was forwarded to you by your broker or nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a “legal proxy”. The material from your broker, bank or other nominee will include a voting instruction form or other document by which you can instruct your broker, bank or other nominee how to vote your shares.

A quorum is required for our stockholders to conduct business at the Annual Meeting. Under the Company’s Amended and Restated Bylaws (the “Bylaws”), the presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum at the Annual Meeting.

Dissenters’ rights are not applicable to any of the matters being voted upon at the Annual Meeting.

What votes are required with respect to each proposal?

Proposal No. 1, the nomineesnominee for Class III director will be elected by a plurality of the votes cast in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, which means that the three nomineesnominee receiving the highest number of affirmative votes will be elected.

Proposal No. 2, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year 2015,2016, will be determined by the affirmative vote of a majority of all the votes cast in person or represented by proxy at the Annual Meeting and entitled to vote.

Proposal No. 3, the non-binding advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in this proxy statement, will be determined by the affirmative vote of a majority of all the votes cast in person or represented by proxy at the Annual Meeting and entitled to vote. As an advisory vote, this proposal is not binding. However, the Board will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Proposal No. 4, the non-binding advisory vote on whether a non-binding advisory vote to approve compensation of the Company’s named executive officers should occur every one, two or three years, will be determined by the affirmative vote of a majority of all the votes cast in person or represented by proxy at the Annual Meeting and entitled to vote. In the event that no option receives a majority of the votes cast, the Company will consider the option that receives the most votes to be the option selected by our stockholders. As an advisory vote, this proposal is not binding. However, the Board will consider the outcome of the vote in making future decisions regarding the frequency of future votes regarding the compensation of our named executive officers.

Proposals Nos. 5 and 6, the approval of the Amended and Restated Omnibus SIP and the approval of the Amended and Restated Bonus Plan, will each be determined by the affirmative vote of a majority of all the votes cast in person or represented by proxy at the Annual Meeting and entitled to vote.

How are broker non-votes and abstentions counted?

A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a broker who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At the Annual Meeting, only Proposal No. 2, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year 2015,2016, is considered a routine matter. Your broker will therefore not have discretion to vote on Proposals Nos. 1 3, 4, 5 and 6,3, but will have discretion to vote on Proposal No. 2.

Pursuant to Maryland law, abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. For purposes of Proposals Nos. 1, 2 3, 4, 5 and 6,3, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote.

How can I attend and vote at the Annual Meeting?

You may attend the Annual Meeting and vote in person by completing a ballot. Space for the Annual Meeting is limited. Therefore, admission will be on a first-come, first-served basis. Registration will open at 9:00 a.m., Eastern Daylight Time, and the Annual Meeting will begin at 10:00 a.m., Eastern Daylight Time. Each stockholder should be prepared to present:

Use of cameras, recording devices, computers and other electronic devices, such as smart phones and tablets, will not be permitted at the Annual Meeting.

How can I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:

on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. If you sign and submit your proxy card without voting instructions, your shares will be voted “FOR” eachthe director nominee named in this proxy statement with respect to Proposal No. 1, “ONE YEAR” with respect to Proposal No. 4 and “FOR” Proposals Nos. 2 3, 5 and 6,3 as recommended by the Board, and in accordance with the discretion of the holders of the proxy with respect to any other matter that may be voted on at the Annual Meeting.

If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

How do I change or revoke my proxy?

You may change your vote and revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, a proxy may be revoked by a writing delivered to the Company’s Secretary, at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174, stating that the proxy is revoked, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, by voting again on a later date on the internet or by telephone (only your latest internet or telephone proxy submitted prior to the Annual Meeting will be counted), or by attendance at the Annual Meeting and voting in person. If your shares are held in street name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee following the instruction it has provided, or, if you have obtained a “legal proxy” from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Who will count the vote?

A representative of IOE Services Inc. will serve as the inspector of election for the Annual Meeting, and will tabulate the votes.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees in person or by mail, telephone, facsimile, electronic transmission or other means. Our directors, officers or employees do not receive additional compensation for soliciting proxies. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. We have also engaged Georgeson Inc. to serve as our proxy solicitor for the Annual Meeting at a fee of $10,000, plus reimbursement of reasonable expenses. Georgeson Inc. will, among other things, provide advice relating to the content of solicitation materials, solicit banks, brokers, nominees and institutional investors to determine voting instructions, monitor voting and coordinate the delivery of executed proxies to our voting tabulator.

Whom should I contact if I have questions about the Annual Meeting?

If you have any additional questions about the Annual Meeting or how to vote in person or otherwise, please contact our proxy solicitor, Georgeson Inc., at (888) 680-1529 (toll-free) or (781) 575-2137 (international callers). For directions to the Annual Meeting, please contact our Investor Relations Department, at investor@outfrontmedia.com.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers

The following table sets forth information as of March 31, 20152016 regarding the individuals who serve as our executive officers, excluding Mr. Male’s biographical information. Mr. Male’s biographical information can be found in the section entitled “—Board of Directors” below.

None of our executive officers is related to each other or any director of the Company by blood, marriage or adoption.

Donald R. Shassianhas served as the Company’s Executive Vice President, and Chief Financial Officer since November 2013. Prior to that, he served as the Executive Vice President and Chief Financial Officer of Frontier Communications Corporation from 2006 to 2013. Before that, he served as an M&A consultant for communications companies pursuing the acquisition and divestiture of local exchange businesses. Previously, he served as Executive Vice President/Chief Financial Officer and later Chief Operating Officer of RSL Communications, Ltd. and, Senior Vice President and Chief Financial Officer of Southern New England Telecommunications Corporation and wasas a partner withat Arthur Andersen. He currently servesMr. Shassian served on the board of directors and isas chairman of the audit committee of UIL Holdings Corporation.Corporation from October 2008 to December 2015.

Clive Punterhas served as the Company’s Executive Vice President, and Chief Revenue Officer since October 2014. Prior to that, he was a founding partner of GeniusQ, a senior executive consulting company, from 2012 to 2014. Prior to that, he served as a managing director at Linkedin Corporation from 2010 to 2012, where he led the global marketing solutions business. Mr. Punter previously served in various roles at CBS Outdoor International (n/k/a Exterion Media) from 1995 to 2010, including as International CEO from 2007 to 2010.

Richard H. Sauerhas served as the Company’s Executive Vice President and General Counsel since December 2006. Beginning in March 2014, he also began serving as the Company’s Secretary. Prior to that, he was a partner at the law firm Duane Morris LLP and, before that, a partner at the law firm Jones Day.

Jodi Senesehas served as the Company’s Executive Vice President, and Chief Marketing Officer since April 2013. Prior to that, she served as ourthe Company’s Executive Vice President, Marketing from 2001 to 2013, overseeing all aspects of marketing, research and creative services, as well as the development of new business strategies for the Company since 2001.Company. Previously, she served as Executive Vice President, Marketing at TDI Worldwide Inc. (later(which was later acquired by the Company) since 1991.from 1990 to 2001. Before that, she served as Vice President, Marketing at Gannett Outdoor (later(which was later acquired by the Company) from 19871988 to 1991.1990. Ms. Senese began her career as Director of Sales Promotionin sales at New York Subways Advertising Company (later(which was later acquired by the Company) in 1981. She served as Chairwoman of the Outdoor Advertising Association of America Marketing Committee from 2009 through 2013.

Andrew Sriubashas served as the Company’s Executive Vice President, Strategic Planning & Development since July 2014. Prior to that, he served as Chief of Strategy & Corporate Development at Sonifi Solutions, Inc. from 2013 to 2014, where he was responsible for corporate partnerships, product development,

content acquisitions and digital deployment systems. Before joining Sonifi, from 1989 to 2013, Mr. Sriubas held senior roles at Citicorp Securities, Inc., Donaldson, Lufkin & Jenrette/Credit Suisse First Boston, UBS Investment Bank, JP Morgan Chase and Moorgate Partners, advising and raising capital for technology, media and telecommunications companies.

Nancy Tostanoskihas served as the Company’s Executive Vice President, Chief Human Resources Officer since February 2015 and prior to that she served as the Company’s Senior Vice President, Human Resources since May 2014. Ms. Tostanoski also served as Vice President, Global Compensation and Benefits at PVH Corp. (formerly known as The Warnaco Group, Inc.) from 2010 to 2013, where she was responsible for global compensation, benefits and performance management for the publicly-held branded apparel company. From 2007 to 2010, Ms. Tostanoski served as Vice President, Global Compensation, Benefits and Shared Services at Reader’s Digest Association, Inc., where she was responsible for global compensation, benefits and U.S. shared services for the privately-held publishing and media company.

Board of Directors

Our business and affairs are managed under the direction of the Board. The Company’s Charter (the “Charter”) provides that the number of directors on the Board is fixed exclusively by the Board pursuant to our Bylaws, but may not be fewer than the minimum required by Maryland law, which is currently one. The Bylaws provide that the Board will consist of not less than one and not more than 15 directors. The Board currently consists of seven directors. On April 7, 2016, the Board voted to reduce its size from seven directors to six directors.

Betweendirectors, effective at the timecommencement of the completionAnnual Meeting. See “—Election and Classification of the Company’s initial public offering (the “IPO”) on April 2, 2014 and December 31, 2014,Directors.” During 2015, the Board held sixseven meetings and also acted by unanimous written consent threetwo times. Each incumbent director attended at least 75% of (i)(1) the total number of meetings of the Board held during the period for which he or she has been a director and (ii)(2) the total number of meetings held by all committees of the Board on which such director served during the periods that he or she served during 2014. The Annual Meeting will be our first annual meeting of stockholders.2015. In addition to Board and committee meetings, directors are invited and expected to attend the Annual Meeting. Five of our six directors then serving attended the 2015 annual meeting of stockholders.

In accordance with the New York Stock Exchange (“NYSE”) listing standards, the non-management and independent directors meet separately in executive sessions, without directors who are Company employees, at least two times each year, and at such other times as they deem appropriate. Between the IPO and August 2014, the independent directors chaired these executive sessions of the independent directors on a rotating basis and the Chairman of the Board presided at the executive sessions of the non-management directors. After August 2014, the members of the Nominating and Governance Committee presided at the executive sessions of the non-management directors and independent directors on a rotating basis until February 19, 2015. After February 19,During 2015, the Company’s Lead Independent Director presided at the executive sessions of non-management and independent directors. Between the time of the IPOdirectors, and December 31, 2014, two executive sessions ofduring 2015, the non-management directors were held, and four executive sessions of the independent directors were held.met six times.

The following table sets forth information as of March 31, 20152016 regarding individuals who serve as members of the Board.

*Lead Independent Director

None of our directors is related to each other or any executive officer of the Company by blood, marriage or adoption.

William Apfelbaum has served on the Board since June 2015 and will continue to serve on the Board until the end of his term at the commencement of the Annual Meeting. He is currently a venture partner at several private equity firms, and serves or has served on the boards of a number of their private portfolio companies. Mr. Apfelbaum founded and served as the Chairman of Titan Outdoor Advertising from 2001 to 2011. Prior to that, he served as President, Chairman and Chief Executive Officer of TDI Worldwide Inc. (which was later acquired by the Company) from 1989 to April 2000. Before that, Mr. Apfelbaum served as the President of Gannet Transit

(formerly New York Subways Advertising Co., Inc., which was later acquired by the Company). We believe Mr. Apfelbaum is qualified to serve as a member of the Board because with over 35 years of experience in the outdoor advertising industry, as well as experience advising portfolio companies, Mr. Apfelbaum brings to the Board expertise relevant to the operation and strategic growth of our business.

Nicolas Brienhas served on the Board since October 2014. He has served as the Chief Executive Officer of iCrossing, a subsidiary of Hearst Corporation, and as President of Hearst MagazineMagazines Marketing Services, a division of Hearst Corporation, since March 2015. Prior to that, he served as Chairman and Chief Executive Officer of McCann Worldgroup from April 2010 through November 2012, and as Chief Executive Officer of IPG Mediabrands from 2008 to 2010. Mr. Brien also served as Chief Executive Officer of Universal McCann from 2005 to 2008. We believe Mr. Brien is qualified to serve as a member of the Board because with 30 years of experience in the advertising, media and marketing industry, Mr. Brien brings to the Board a unique cross-disciplinary perspective, extensive operational experience and expertise working with world-class brands.

Manuel A. Diazhas served on the Board since August 2014. He is a senior partner at the law firm Lydecker Diaz, LLP and serves on a number of private company and not-for-profit boards. Prior to that, Mr. Diaz served as the Mayor of the City of Miami from 2001 to 2009. We believe Mr. Diaz is qualified to serve as a member of the Board because with over 30 years of combined public service and legal experience, Mr. Diaz brings to the Board a unique perspective on our governmental relationships and the impact we have on the local markets we serve.

Jeremy J. Malehas served as the Company’s Chief Executive Officer since September 2013, as a member of the Board since March 2014, and as Chairman of the Board since October 2014. Prior to that, he served as the Chief Executive Officer, UK, Northern Europe and Australia for JCDecaux SA since 2000, with operational responsibilities for 11 countries. He also served as a Member of the Executive Board at JCDecaux SA from October 2000 to September 2013. Prior to that, he served as Chief Executive Officer, Europe, of TDI Worldwide Inc. (later(which was later acquired by the Company). With his long and successful career in senior management positions at a number of highly regarded global outdoor companies, his executive board experience, and his service both as Chairman of the Outdoor Media Centre in the UK and President of FEPE International, each an association of outdoor advertising companies worldwide, Mr. Male brings to us unparalleled global expertise in the outdoor advertising industry and is well positioned to lead the Company, through his executive and director roles. We believe Mr. Male is qualified to serve as a member of the Board because of his outdoor advertising industry and management experience, his board service and the perspective he brings on our business as our Chairman and Chief Executive Officer.

Peter Matheshas served on the Board since March 2014. Mr. Mathes served as the Chairman and Chief Executive Officer of AsianMedia Group LLC from 2004 to September 2011. Prior to that, he served in various managerial roles, beginning in 1982 at Chris Craft/United Television Group, where he served as Executive Vice President from 1998 to 2001. In January 2012, AsianMedia Group LLC filed for reorganization under bankruptcy laws as a result of a significant decline in U.S. television spot advertising demand beginning in 2008, and, after selling its television stations, filed to liquidate its remaining assets. The case closed in July 2013. We believe Mr. Mathes is qualified to serve as a member of the Board because with over 30 years of combined experience in developing, acquiring and overseeing television stations and managing local and national advertising sales, Mr. Mathes brings to the Board expertise in local and national advertising strategy and development.

Susan M. Tolsonhas served on the Board since August 2014. She served as an analyst and portfolio manager at Capital Research Company for over twenty years. Prior to that, Ms. Tolson spent two years with Aetna Investment Management Company. Ms. Tolson currently serves on the board of directors of Lagardere Groupe, Worldline E-Payment Services and Take-Two Interactive Software, Inc., as well as on the audit committees of Worldline E-Payment Services and Take-Two Interactive Software, Inc. and the nominating and compensation committees of Worldline E-Payment Services. We believe Ms. Tolson is qualified to serve as a member of the Board because with extensive experience in the media industry, in investment management and in public company board service, Ms. Tolson provides the Board with a skilled advisor on strategic developments in our industry, as well as corporate finance and corporate governance matters.

Joseph H. Wenderhas served on the Board since March 2014, and has served as Lead Independent Director since February 2015. He has also been a Senior Consultant to Goldman, Sachs & Co. since January 2008. He began with Goldman, Sachs & Co. in 1971 and became General Partner of the firm in 1982, at which time he headed the Financial Institutions Group for over a decade. Mr. Wender also currently serves as a director of IsisIonis Pharmaceuticals, Inc. and Grandpoint Capital, a bank holding company, and is an Independent Trustee of the Schwab Family of Funds. We believe Mr. Wender is qualified to serve as a member of the Board because with over 35 years of investment banking experience and his service on other boards, Mr. Wender brings to the Board a broad and deep understanding of public company financial reporting, corporate finance and strategic transactions.

Election and Classification of Directors

In accordance with the terms of the Charter, the Board is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, and is divided as follows:

At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies, in accordance with the Bylaws. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) and Mr. Apfelbaum have collectively determined that the Company would be best served if Mr. Apfelbaum acted as a management consultant to the Company, where his over 35 years of experience in the outdoor advertising industry, particularly with respect to transit advertising, could be utilized more directly. Accordingly, from and after June 8, 2016, Mr. Apfelbaum will serve as a paid management consultant to the Company for transit-related matters, and Mr. Apfelbaum and the Nominating and Governance Committee have agreed that he will not be nominated as a director for re-election at the Annual Meeting. On April 7, 2016, the Board voted to reduce its size from seven directors to six directors, effective at the commencement of the Annual Meeting.

Director Independence

In accordance with NYSE rules and the Company’s Corporate Governance Guidelines, the Company’s Board of Directors will make an annual determination as to the independence of the directors and director nominees. A director or director nominee is not deemed independent unless the Board affirmatively determines that such director or director nominee has no material relationship with the Company, directly or as an officer, stockholder or partner of an organization that has a relationship with the Company. The Board will observe all criteria for independence established by the Company’s Corporate Governance Guidelines, the NYSE listing standards and other governing laws and regulations. When assessing materiality of a director’s relationship with the Company, the Board will consider all relevant facts and circumstances, not merely from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation, and the frequency or regularity of the services, whether the services are being carried out at arm’s length in the ordinary course of business and whether the services are being provided substantially on the same terms to the Company as those prevailing at the time from unrelated parties for comparable transactions. Material relationships can include any commercial, banking, consulting, legal, accounting, charitable or other business relationships each director or director nominee may have with the Company. In addition, the Board will consult with the Company’s external legal counsel to ensure that the Board’s determinations are consistent with all relevant securities laws and other applicable laws and regulations regarding the definition of “independent director,” including, but not limited to, those set forth in pertinent listing standards of the NYSE.

In assessing the independence of Mr. Diaz, the Board considered services that Lydecker Diaz LLP, a Florida law firm of which Mr. Diaz is a partner, provided to Van Wagner Communications, LLC, an entity which the Company acquired on October 1, 2014, before the completion of the acquisition. The Board noted that Mr. Diaz did not provide any services directly to the Company before or after the acquisition.

The Nominating and Governance Committee undertook its annual review of director independence and made a recommendation to the Board regarding director independence. As a result of this review, the Board affirmatively determined that fivesix of our current directors, Messrs. Apfelbaum, Brien, Diaz, Mathes and Wender and Ms. Tolson, are “independent directors” under the Company’s Corporate Governance Guidelines and the NYSE listing standards.

Board Leadership Structure

The Board leadership structure is currently comprised of (i)(1) a combined Chairman of the Board of Directors and Chief Executive Officer, (ii)(2) a Lead Independent Director, and (ii)(3) an independent Chair for each of our three standing Board committees described below. From time to time, the Nominating and Governance Committee and the entire Board review the Company’s leadership structure, including the positions of Chairman of the Board and Chief Executive Officer, to ensure the interests of the Company and its stockholders are best served.

OurThe Nominating and Governance Committee has determined that it is in the best interest of the Company for the positions of Chief Executive Officer and Chairman to be held by a single individual, Jeremy J. Male. By serving as both our Chairman and Chief Executive Officer, Mr. Male is able to provide strong and consistent leadership, vision and direction as we pursue our business plans. Mr. Male has extensive knowledge of all aspects of the Company, its business and risks, its industry and its customers. He is intimately involved in the day-to-day operations of the Company and is in the best position to elevate the most critical business issues for consideration by the Board. The Board believes having Mr. Male serve in both capacities allows him to more effectively execute the Company’s strategic initiatives and business plans and confront its challenges. The Board also believes that the combined Chairman and Chief Executive Officer structure provides clearer accountability to our stockholders and customers and allows one person to speak for and lead the Company and the Board. In addition, the Board believes that its information flow, meetings, deliberations, and decision-making processes are more focused, efficient, and effective when the Chairman and Chief Executive Officer roles are combined. The combined role is counterbalanced and enhanced by the effective oversight and independence of the Board and the leadership of the Lead Independent Director and independent committee chairs. Moreover, the Board believes that the appointment of a strong Lead Independent Director and the use of regular executive sessions of the non-managementnon- management and independent directors, along with the Board’s strong committee system and all directors being independent except for Mr. Male, allow it to maintain effective oversight of management. In our view, splitting the roles would potentially make our management and governance processes less effective through undesirable duplication of work and possibly lead to a blurring of clear lines of accountability and responsibility.

The Lead Independent Director is elected by a majority of independent directors to serve for a one-year term at the pleasure of the Board of Directors. Our current Lead Independent Director is Joseph H. Wender. Mr. Wender is an engaged and active director, who was elected on February 19, 2015.is uniquely positioned to work collaboratively with Mr. Male, while providing strong independent oversight. As described in the Company’s Corporate Governance Guidelines, the Lead Independent Director has broad responsibility and authority, including but not limited to:

In addition to the above responsibilities and Mr. Wender’s service as a member of the Board of Directors, Mr. Wender has over the past year performed additional duties, including regularly communicating with the Chairman and Chief Executive Officer between Board meetings to discuss a variety of matters, and periodically meeting with the Chairman and Chief Executive Officer after executive sessions of independent directors to provide feedback from the other independent directors. A copy of the Company’s Corporate Governance Guidelines is available in the Investor Relations section of our website atwww.outfrontmedia.com.

Board Risk Oversight

The Board has overall responsibility for the oversight of the Company’s risk management process. The Board carries out its oversight responsibility directly and through the delegation to its committees of responsibilities related to the oversight of certain risks, as follows:

Each of these committees reports regularly to the Board on these risk-related matters. In addition, the Board and its committees receive regular reports from management that include matters affecting the Company’s risk profile, including, among other things, operations reports from the Chief Executive Officer and from other senior members of management, all of which include strategic and operational risks; reports from the Chief Financial Officer on credit and liquidity risks and on the integrity of internal controls over financial reporting; and reports from the General Counsel on legal risks and material litigation. Outside of formal meetings, Board members have regular access to senior executives, including the Chief Executive Officer, the Chief Financial Officer, the Chief Revenue Officer, the General Counsel and the Chief Human Resources Officer.our executive officers. The Board committee and management reports and real-time management access collectively provide the Board with integrated insight on the Company’s management of its risks.

While the Company does not currently maintain a written succession plan with respect to the Chairman and Chief Executive Officer, in accordance with the Company’s Corporate Governance Guidelines, the Nominating and Governance Committee will review periodically succession planning for the Chairman and Chief Executive Officer, and others, and report to the independent directors on these reviews.

The Company believes that its board leadership structure, discussed in detail above, supports the risk oversight function of the Board. While the Company has a combined Chairman and Chief Executive Officer, the Lead Independent Director and independent committee chairs are actively involved in risk oversight, and there is open communication between management and directors regarding risk oversight.

Corporate Governance Guidelines

The Company’s commitment to good corporate governance is reflected in the Company’s Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics, including, but

not limited to, director independence standards and other qualifications, executive sessions of non-management directors and independent directors, director compensation and stock ownership guidelines, and annual self-evaluationsself- evaluations of the Board. The Board, with assistance from its Nominating and Governance Committee, regularly assesses the Company’s governance practices in light of legal requirements and governance best practices.

The Company’s Corporate Governance Guidelines, the charters of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, of the Board, and other information are available in the Investor Relations section of our website atwww.outfrontmedia.com. Any stockholder also may request them in print, without charge, by contacting the Company’s Secretary at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174.

BusinessCode of Conduct Statement and Code of Ethics

The Company has adopted a BusinessCode of Conduct Statement that applies to all executive officers, employees and directors of the Company. In addition, the Company has adopted a Supplemental Code of Ethics for Senior Financial Officers applicable to our principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions. Both the BusinessCode of Conduct Statement and the Supplemental Code of Ethics are available in the Investor Relations section of our website atwww.outfrontmedia.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the BusinessCode of Conduct Statement or the Supplemental Code of Ethics that applies to our principal executive officer, principal financial officer or principal accounting officer or controller or persons performing similar functions, and relates to any element of the definition of code of ethics set forth in Item 406(b) of Regulation S-K, by posting such information on our website atwww.outfrontmedia.com.

Board Committees

The following chart sets forth the current membership of each committee of the Board. The Board, upon the recommendation of the Nominating and Governance Committee, reviews and determines the membership of the committees at least annually.

Audit Committee

As more fully described in its charter, the Audit Committee is responsible for, among other things:

The Board has determined that all of the members of the Audit Committee are financially literate under the NYSE listing standards, and that Mr.Messrs. Mathes and Wender qualifiesand Ms. Tolson qualify as an “audit committee financial expert”experts” as defined under the applicable SEC rules based on his investment banking experience, including over a decade as the head of the Financial Institutions Group at Goldman, Sachs & Co.their experience. The Board has also determined that Messrs. Diaz, Mathes and Wender and Ms. Tolson meet the independence requirements applicable to audit committee members under the NYSE listing standards and the applicable SEC rules.

The Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NYSE listing standards. A copy of the charter of the Audit Committee is available in the Investor Relations section of our website atwww.outfrontmedia.com. Between the time of the IPO and December 31, 2014,During 2015, the Audit Committee held four meetings and acted by unanimous written consent one time.six meetings.

Compensation Committee

As more fully described in its charter, the Compensation Committee is responsible for, among other things:

In accordance with its written charter, the Compensation Committee has the power to delegate its authority and duties to subcommittees or individuals as it deems appropriate and in accordance with applicable laws and regulations. The Board delegated to our Chief Executive Officer limited authority to grant long-term equity incentive awards pursuant to the Company’s initial equity plan, the CBS Outdoor AmericasOUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Omnibus SIP”) and the Amended“Amended and Restated Omnibus SIPSIP”) to executives who are not senior executives, in connection with their hiring, promotion or contract renewal. The delegation also requires that our Chief Executive Officer report to the

Board periodically on his exercise of this delegated authority. In October 2015, the Compensation Committee delegated to a subcommittee of the Compensation Committee (the “Executive Compensation Subcommittee”), the limited authority to review and approve, on behalf of the Compensation Committee, the following: (1) total compensation paid to the Company’s executive officers, including cash-based and equity-based incentive compensation for the Company’s “covered employees,” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company’s officers and directors subject to Section 16 (“Section 16”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (2) the Company’s performance metrics and goals in connection with such cash-based and equity-based incentive compensation, including the written certification of the satisfaction of such metrics and goals; and (3) any other compensation provided to the Company’s “covered employees” and the Company’s officers and directors subject to Section 16 for purposes of compliance with Section 162(m) and Section 16. The delegation also requires that the Executive Compensation Subcommittee report to the Compensation Committee periodically on its exercise of this delegated authority. In the future, the Compensation Committee may withdraw its delegation to the Executive Compensation Sub-Committee.

In addition, the Compensation Committee is empowered to retain compensation consultants to assist the Compensation Committee in evaluating executive officer and employee compensation. The Compensation Committee has the sole authority to retain and terminate such consultants and to review and approve such consultants’ fees and other retention terms. For 20142015 compensation, the Compensation Committee engaged ClearBridge Compensation Group (“ClearBridge”) to advise the Compensation Committee regarding the amount and types of compensation that we provide to our executive officers and directors and how our compensation practices compared to the compensation practices of peer companies. ClearBridge does not provide any services to us other than the services provided to the Compensation Committee. The Compensation Committee reviewed its relationship with ClearBridge, considered ClearBridge’s independence and the existence of potential conflicts of interest, and determined that the engagement of ClearBridge did not engage araise any conflict of interest or other issues that would adversely impact ClearBridge’s independence. In reaching this conclusion, the Compensation Committee considered various factors, including the six factors set forth in the NYSE listing standards and applicable SEC rules governing compensation consultant.advisor conflicts of interest and independence.

The Compensation Committee (or the Executive Compensation Subcommittee, as the case may be) reviews all components of senior executives’ compensation, including base salary, annual and long-term incentives. In approving compensation for the senior executives (other than our Chief Executive Officer), the Compensation Committee considers the input and recommendations of our Chief Executive Officer with respect to the senior executives’ performances. With respect to our Chief Executive Officer, the Compensation Committee reviews and approves goals and objectives relevant to his compensation and annually evaluates the performance of our Chief Executive Officer in light of those goals and objectives. The results of these evaluations are then reported to the independent directors. The Compensation Committee sets compensation for our Chief Executive Officer taking these evaluations into account. In determining the long-termlong- term incentive component of our Chief Executive Officer’s compensation, the Compensation Committee considers, without limitation, the Company’s financial performance, relative stockholder return, the value of incentive awards to executives in similar positions at comparable companies, and the awards given to our Chief Executive Officer in past years. The Compensation Committee then reports to the Board on the process for setting compensation for our Chief Executive Officer. For further information regarding the Company’s processes and procedures for the consideration of executive compensation, as well as director compensation, see the sections entitled “Executive Compensation,” “—Nominating and Governance Committee,” and “—Director Compensation.”

The Board has determined that Messrs. Apfelbaum, Brien and Mathes and Ms. Tolson meet the independence requirements applicable to compensation committee members under the NYSE listing standards and the applicable SEC rules. The members of the Executive Compensation Committee, Messrs. Brien and Mathes, are also “outside directors” for purposes of Section 162(m) and “non-employee directors” for purposes of Section 16.

The Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NYSE listing standards. A copy of the charter of the Compensation Committee is available in the Investor Relations section of our website atwww.outfrontmedia.com. Between the time of the IPO and December 31, 2014,During 2015, the Compensation Committee held twofour meetings and acted by unanimous written consent one time. Between the time that the Executive Compensation Subcommittee was formed and December 31, 2015, the Executive Compensation Subcommittee met two times and acted by unanimous written consent two times.

Nominating and Governance Committee

As more fully described in its charter, the Nominating and Governance Committee is responsible for, among other things:

Prior to the election of the Company’s Lead Independent Director, the members of the Nominating and Governance Committee also chaired the executive sessions of non-management and independent directors of the Board on a rotating basis.

The Board has determined that Ms. Tolson and Messrs. Brien, Diaz and Wender meet the independence requirements applicable to nominating and governance committee members under the NYSE listing standards and the applicable SEC rules.

The Nominating and Governance Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NYSE listing standards. A copy of the charter of the Nominating and Governance Committee is available in the Investor Relations section of our website atwww.outfrontmedia.com. Between the time of the IPO and December 31, 2014,During 2015, the Nominating and Governance Committee held threefour meetings.

Policy Regarding Director Nominations

The Nominating and Governance Committee is responsible for reviewing and making recommendations to the Board regarding nominations of candidates for election as a director of the Company. The Nominating and Governance Committee works with the Board to annually review the composition of the Board in light of the characteristics of independence, diversity, age, skills, experience, availability of service to the Company, tenure of incumbent directors on the Board and the Board’s anticipated needs. The Nominating and Governance Committee will recommend director candidates to the Board in accordance with the criteria, policies and principles set forth in the Company’s Corporate Governance Guidelines.

In accordance with the Company’s Corporate Governance Guidelines, in evaluating the suitability of individual Board members, the Nominating and Governance Committee takes into account factors such as the individual’s accomplishments in his or her professional background, current or former leadership positions held by the individual, whether the individual is able to make independent, analytical inquiries and exhibit practical wisdom and mature judgment, other directorships held by the individual, and other relevant factors. Directors of the Company are also expected to possess the highest personal and professional ethics, integrity and values and be committed to promoting the long-term interests of the Company’s stockholders. As part of its review, the Nominating and Governance Committee also considers diversity, including the individual’s professional background, gender and ethnicity, among other characteristics. As a result of considering diversity as part of its nomination process, multiple industries are represented on the Board, including law, advertising, media and marketing, investment management and banking, among others. Additionally, distinguished contributors to governmental and not-for-profit organizations also serve on the Board, as well as one female director and one Hispanic director. After taking these considerations into account, the Nominating and Governance Committee determined to recommend to the Board that each of the currentMr. Brien, a Class I membersII member of the Board, be nominated to stand for election at the Annual Meeting.

A stockholder that wants to recommend a candidate for election to the Board must send a written notice to the Company’s Secretary at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174 in accordance with the requirements set forth in the Bylaws. See “Stockholder Proposals for the 20162017 Annual Meeting of Stockholders.” The Company’s Secretary will review the information received about the

stockholder candidate and determine whether such person meets the qualifications for the Company’s directors set forth in the Company’s Corporate Governance Guidelines. If the stockholder candidate does meet such qualifications and the notice satisfies the requirements of the Bylaws, the information on the stockholder candidate will be forwarded to the Chair of the Nominating and Governance Committee, who will present the information on the stockholder candidate to the entire Nominating and Governance Committee. Director candidates recommended by stockholders will be considered by the Board in the same manner as any other candidate.

Board and Committee Self-Assessments

Pursuant to the Company’s Corporate Governance Guidelines and the NYSE listing standards, the Board and its committees each conduct a self-evaluation at least annually. Our processes enable directors to provide anonymous and confidential feedback, which is then reviewed and addressed by the independent directors in an executive session led by the Lead Independent Director. In addition, each committee’s chair reviews the feedback with each of their respective Committees in order to promote the effectiveness of the Board and each committee.

Communications with the Board

Stockholders and other parties interested in contacting the Company’s non-management directors may send an email to nonmanagementdirectors@outfrontmedia.com, or write to Non-Management Directors, OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174. The non-managementnon- management directors’ contact information is also available in the Investor Relations section of our website atwww.outfrontmedia.com. The independent directors have approved the process for handling communications received in this manner.

Compensation Committee Interlocks and Insider Participation

From June 2015 through December 2015, the members of the Compensation Committee were Peter Mathes, William Apfelbaum and Nicolas Brien. Prior to June 2015, the members of the Compensation Committee were Messrs. Mathes and Brien and Susan M. Tolson. None of the members of the Compensation Committee during fiscal year 20142015 was or has ever been, an officer or employee of the Company, and, during fiscal year 2014,2015, no executive officer of the Company served

on the board and/or compensation committee of any company that employed as an executive officer any member of the Board and/or the Compensation Committee. NoNone of the members of the Compensation Committee during fiscal year 20142015, had any relationships requiring disclosure under Item 404 of Regulation S-K for the fiscal year 2015, with the exception of Mr. Apfelbaum.

Mr. Apfelbaum is the sole member of First Trilogy LLC (“First Trilogy”), which provided finders and consulting services to Videri Inc. (“Videri”) in connection with Videri and an affiliate of Videri entering into a Development and License Agreement (the “License Agreement”) with the Company on December 1, 2014. Pursuant to the License Agreement, the Company agreed to issue approximately 926,616 shares of the Company’s common stock (valued at $25.0 million based on an agreed price under the License Agreement) to Videri and an affiliate of Videri, upon the satisfaction of certain milestones. To date, the Company has issued approximately 517,051 shares of its common stock to Videri and an affiliate of Videri, paid approximately $1.5 million in cash to Videri instead of issuing 68,569 shares of the Company’s common stock for the satisfaction of one milestone under the License Agreement, and invested $3.0 million in Videri for a minority interest. Pursuant to First Trilogy’s finder’s and consulting agreement with Videri, First Trilogy is entitled to receive approximately 46,330 shares of the Company’s common stock from Videri (which equals approximately $977,563 based on the closing price of the Company’s common stock on the NYSE on March 31, 2016)), as well as a portion of any cash paid to Videri instead of issuing shares of the Company’s common stock, as a finder’s fee, of which approximately 22,423 shares have been issued to First Trilogy and approximately $75,000 in cash has been paid to First Trilogy, as of March 31, 2016, and is entitled to receive a portion of the free cash flow, if any, that Videri receives from the project under the License Agreement in the future.

Director Compensation

The Nominating and Governance Committee annuallyperiodically reviews and recommends for the Board’s approval the form and amount of compensation for directors of the Company who are not employees of the Company or any of its subsidiaries (“Outside Directors”). Only Outside Directors are eligible to receive compensation for serving

on the Board. In accordance with the charter of the Nominating and Governance Committee and the Company’s Corporate Governance Guidelines, the Nominating and Governance Committee, with input from the Compensation Committee, is guided by three principles in its review of Outside Director compensation and benefits: (1) Outside Directors should be fairly compensated for the services they provide to the Company, taking into account, among other things, the size and complexity of the Company’s business and compensation and benefits paid to directors of comparable companies; (2) Outside Directors’ interests should be aligned with the interests of stockholders; and (3) Outside Directors’ compensation should be easy for stockholders to understand.

As described below, for 2014,Accordingly, the compensation program for Outside Directors consistedcurrently consists of (1) cash compensation in the form of annual Board, and committee chair, retainerscommittee member and committee meeting attendance fees,Lead Independent Director retainers and (2) equity compensation in the form of an annual restricted share unit (“RSU”) grant (or a pro-rated RSU grant if the Outside Director joined the Board following the date of the annual RSU grant, but during 2014)2015).

During 2015, director annual compensation was adjusted to remain competitive relative to the Company’s peer group. Based on a competitive analysis of the Company’s Outside Director compensation program in 2015 supported by the Compensation Committee’s independent compensation advisor, ClearBridge, the Board approved an increase in the annual cash retainer from $60,000 to $70,000 as of July 1, 2015 and an increase in the annual equity retainer from $60,000 to $120,000 as of June 9, 2015. The Board also eliminated the $1,000 fee paid to each director for each committee meeting attended and replaced such fees with a $10,000 committee member retainer. The Board also approved an increase in the annual cash retainer for each committee chairperson from $10,000 to $20,000 and the annual retainer of the Company’s Lead Independent Director from $10,000 to $20,000 to reflect the additional responsibilities of these roles.

Cash Compensation

Each Outside Director is entitled to receive the following cash compensation determined by the Board:

Equity Compensation

Each Outside Director is entitled to receive the following awards under the Amended and Restated Omnibus SIP:

Expenses

Members of the Board are reimbursed for expenses incurred in attending board,Board, committee and stockholder meetings (including travel and lodging).

2015 Director Compensation Table

The following table sets forth information concerning the compensation of the Outside Directors for 2015.

Stock Ownership Guidelines

The Company’s Corporate Governance Guidelines provide that non-employee directors are expected to own shares of our common stock having a market value of at least three times their annual cash retainer, within three years of becoming a director. This stock ownership expectation helps to align the interests of our directors with those of the Company’s stockholders. As of December 31, 2015, Messrs. Apfelbaum and Mathes had met their respective ownership guidelines.

2014 Director Compensation Table

The following table sets forth information concerning the compensation of the Outside Directors for 2014.

In addition, in 2014 we achieved $1.4 billion in revenues, $413.4 million in reported adjusted operating income before depreciation and amortization, and $245.2 million in adjusted funds from operations (“AFFO”). For reconciliations of adjustedorganic revenues (which exclude revenues associated with significant acquisitions and divestitures, revenues associated with business lines we no longer operate, and the impact of foreign currency exchange rates), Adjusted OIBDA (as described above) and AFFO (as described above) to revenues, operating income before depreciation(loss) and amortization to operatingnet income and AFFO to net income,(loss), respectively, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators,” on pages 38-4238-43 of our Annual Report on Form 10-K for the year ended December 31, 2014.2015.

Our Compensation Philosophy

We also returned $133.2 million in regular quarterly cash dividendsstrive to stockholders in 2014have a compensation philosophy that is flexible and when combinedaligned with our human resources and business strategies. From time to time, the Committee and management team review and consider changes to the philosophy to ensure it is reasonable and market-competitive. Our compensation consultant, who advised us on the compensation philosophy during 2015, is supportive of these key tenets.

In summary, our compensation philosophy is to deliver compensation programs that support the Company’s attraction, motivation and retention objectives, while aligning executives’ interests with the “top-up”goal of creating long-term sustainable stockholder value. The table below illustrates a number of key elements that are reflected in our current philosophy.

2015 Say-on-Pay and Frequency of Say-on-Pay Outcome

We held a non-binding advisory stockholder vote on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote, at our 2015 Annual Meeting of Stockholders. At the 2015 Annual Meeting of Stockholders, approximately 88% of the votes cast were cast in favor of the “say-on-pay” proposal. The Committee considered the result of this advisory vote to be an endorsement of our executive compensation program, policies, practices and philosophy. The Committee will continue to consider the outcome of our say-on-pay votes when making future executive compensation decisions for our NEOs.

In light of the voting results with respect to the frequency of holding a non-binding advisory vote on executive compensation, the Board has determined that the Company will hold future non-binding advisory votes of stockholders to approve the compensation of the NEOs every year until the next non-binding advisory vote of stockholders on the frequency of stockholder votes on executive compensation in 2021, or until the Board otherwise determines a different frequency for such non-binding advisory votes.

Evaluating 2015 Compensation and the Use of Market Data

In 2015, the Committee engaged ClearBridge to advise the Committee regarding the amount and types of compensation that we provide to our executive officers and directors and how our compensation practices compared to the compensation practices of peer companies. See “Directors, Executive Officers and Corporate Governance—Board Committees—Compensation Committee” for further information regarding our engagement of ClearBridge.

In making its compensation determinations for fiscal year 2015, the Committee relied on publicly available information for a select group of U.S.-based publicly-traded media peer companies as the primary data source. The peer group was selected by the Committee based on recommendations provided by ClearBridge. The Committee expects to review and approve the compensation peer group annually. The compensation peer group was determined based on the following criteria:

Based on these selection criteria, the comparison group comprises the following 15 companies:

The Company strives to maintain a reasonable competitive positioning relative to the peer group and secondary compensation sources, such as published survey data. Although the Company does not use benchmarking to evaluate its execution compensation, it does use market data as an initial reference point to understand the general market. Analyzed data is scoped to the Company’s revenue size and aged to a common date to ensure comparability. In 2015, the Committee reviewed data from the Towers Watson Executive General Industry Survey and the Towers Watson Executive Media Industry Survey. No one company in these surveys was dispositive with respect to the Company’s compensation decisions. Because the Company is structured as a REIT, the Committee also considered pay practices among the following specialty REITs of comparable market capitalization to the Company as a supplemental reference point: Crown Castle International Corp., GEO Group Inc., Corrections Corp. of America, Digital Realty Trust, Plum Creek Timber Co., and CBL & Associates Properties.

Elements of 2015 NEO Compensation

Consistent with 2014, NEO compensation included the following compensation elements:

Evaluating 2014 Executive Compensation

As discussed

The Committee considered each of the above prior toelements from the IPO, CBS managementperspective of design and pay level as it reviewed and approved our named executive officers’established NEO compensation including base salaries, target annual incentive opportunities and target long-term incentive opportunities. CBS management did not use rigidin 2015. Neither the Company nor the Committee used explicit guidelines in determining the mix of compensation elements (in other words, no precise percentage allocationfor the NEOs. However, as described above, the Committee managed the pay programs so that a majority of long-term versus currently paid out compensation and cash versus non-cash compensation was followed) forboth at risk and subject to performance conditions.

During 2015, we were a party to employment agreements with all of our named executive officers. However, CBS management considered the level of base salary of those executives as it related to the allocation of guaranteed versus performance-based compensation. In establishing our then-serving named executive officers’ compensation, CBS management generally considered competitive market and industry data for executive talent, including general compensation data for the named executive officers’ positions in our industry from sources like Mercer and Equilar as well as the Towers Watson Media Industry Survey.

In March 2014, in connection with the IPO, the Board delegated authority to the 162(m) Outside Directors to evaluate and approve the grant of performance-based compensation opportunities for 2014 to our then-serving named executive officers under the Executive Bonus Plan and the Omnibus SIP. In adopting and approving our Executive Bonus Plan and the Omnibus SIP, and the grants under such plans for the named executive officers, the 162(m) Outside Directors primarily considered the applicable termsNEOs. For a description of the named executive officers’terms and provisions of these employment agreements, which set forth the applicable target bonus opportunities and target value for long-term incentive opportunities. In March 2014, in connection with the IPO, the Board approved Fund-the-Future and one-time IPO grants for certain of our named executive officers.

In July 2014, in connection with the Separation, the Compensation Committee was established to evaluate, review and approve executive compensation for our named executive officers on a going-forward basis. The Compensation Committee does not target pay at any specific levels when setting pay for its named executive officers, but market median is considered as a reference point. The Compensation Committee reviewed and approved the new employment agreement with Mr. Sriubas, which the Company entered into on July 28, 2014.see “—Employment Agreements.”

Elements of 2014 Named Executive Officer Compensation

The compensation arrangements for our named executive officers during 2014 generally consisted of the following elements:

The Compensation Committee considers (and, prior to the Separation, CBS management and the 162(m) Outside Directors considered) each of the above elements in determining each named executive officer’s compensation package in order to reward for both the long- and short-term performance of the named executive officer and the Company. Neither the Company nor CBS management used rigid guidelines in determining the mix of compensation elements (in other words, no precise percentage allocation of long-term versus currently paid out compensation and cash versus non-cash compensation was followed) for named executive officers, but both the Company and CBS management placed an emphasis on performance-based compensation.

Base Salary

InWe annually review the base salaries of our NEOs in light of performance factors (Company and individual) and market compensation practices. The Committee reviews compensation analysis and data provided by our compensation consultant, ClearBridge.

Messrs. Male, Shassian and Sauer entered into employment agreements with the Company in late 2013 and continuing in early 2014 prior to the IPO, CBS management negotiated2014. Messrs. Sriubas and Punter entered into employment agreements with our named executive officers (other than Mr. Sriubas, who did not join the Company untilin July 28, 2014). 2014 and October 2014, respectively.

The employment agreements withbase salaries provided to Messrs. Male, Shassian, NowakSriubas and Kelly set forth a base salary that was deemed sufficiently competitive to retain the officer and provided a secure base of guaranteed cash to compensate him for services expected to be rendered during the fiscal year. In establishing the base salaries for Messrs. Male, Shassian, Nowak and Kelly under their employment agreements, CBS management specifically considered the compensation data discussed above for the officers’ positions in our industry, individual performance, the base salary level for the executive in relation to his total compensation package, the level of the annual merit increase budget across CBS as a whole, any existing contractual obligations, and the level of base salary as it related to the allocation of guaranteed versus variable, at-risk compensation. The base salariesPunter were not increased for Messrs. Male, Shassian, Nowak and Kelly for 2014.

in 2015. As discussed above, we entered into a newrequired by the renewal provisions of Mr. Sauer’s employment agreement, with Mr. Sauer in February 2014 that was negotiated by CBS management. In connection with his new employment agreement, Mr. Sauer’s base salary was increased from $395,852 to $450,000 to ensure Mr. Sauer’s continued service,$475,000 on March 15, 2015.

Performance-Based Compensation—Executive Cash Bonus Plan

Overview

Ultimately, the goal of the plan is to reward behaviors that create value for our stockholders. More specifically, the Amended and Restated Executive Bonus Plan is designed to motivate NEOs to:

These behaviors are measured through financial metrics, and, to a lesser extent, qualitative metrics as illustrated in recognitionthe table below.

How the Plan Works

The Committee has a process in place for setting goals and evaluating performance under the Amended and Restated Executive Bonus Plan. Based on the advice of his role asour compensation consultant, the Committee chose to set the Amended and Restated Executive Vice President, General CounselBonus Plan thresholds, targets and Secretarymaximums for the Company as a stand-alone public company,fiscal year 2015 using analyst consensus earnings estimates, which consider macroeconomic factors and out-of-home advertising industry growth, as well as the increased scope of responsibilities that Mr. Sauer would be assuming in 2014 in connection with the IPO, the Separation and the many other strategic initiatives undertaken by us in 2014.

In connection with Mr. Sriubas’ appointment as our Executive Vice President, Strategic Planning and Development on July 28, 2014 and his new July 2014 employment agreement, Mr. Sriubas’ annual base salary was established by the Compensation Committee at $550,000.

Performance-Based Compensation Programs

During 2014, our named executive officers (other than Mr. Sriubas) participated in performance-based compensation programs approved and adopted by the 162(m) Outside Directors. Mr. Sriubas’ employment agreement set forth the terms of the performance-based compensation he would be eligible to receive for 2014. Our performance- based compensation programs are designed to reward named executive officers for contributing to annualCompany’s financial and operational performance, through annual bonus awards, and for realizing stock price appreciation, through long-term equity incentives.

Annual Cash Bonus Awards.Pursuant to the employment agreements of Messrs. Male, Shassian, Nowak, Sauer and Kelly, each of these named executive officers was eligible to earn an annual bonus for 2014; the employment agreements established the target bonus opportunities for each such named executive officer. The target bonus opportunities for each of Messrs. Male, Shassian, Nowak, Sauer and Kelly for 2014 were 85%, 75%, 50%, 50%, and 75%, respectively, of each named executive officer’s annual base salary. Upon joining us in July 2014, Mr. Sriubas was granted an annual target bonus opportunity equal to 75% of his annual base salary. For 2014, however, his bonus was guaranteed at 100% performance (in other words, 75% of his annual base salary), pro-rated based on his date of hire. While Mr. Kelly did not receive a payout under the annual bonus program for 2014 due to his departure from the Company, pursuant to the terms of his separation agreement, Mr. Kelly received a cash payment to account for the bonus that he would have otherwise earned at target for 2014.

Each of the named executive officers (other than Mr. Sriubas) was eligible to earn his target bonus for 2014 under the terms of the Executive Bonus Plan. The Executive Bonus Plan benefits and advances the interests of the Company by granting annual bonus award opportunities to executives as “pay for performance”—that is, as a reward for their individual contributions to annual financial and operational achievements. As discussed above, Mr. Sriubas’ pro-rated annual bonus for 2014 was provided pursuant to his employment agreement.

During the first quarter of 2014, the 162(m) Outside Directors approved 2014 performance goals related to the Company and the funding levels that could be earned for that year. The funding levels and financial performance goals set by the 162(m) Outside Directors were derived from the approved budget for fiscal year 2014.performance.

For purposes of Section 162(m), the Committee uses a two-step approach to determine the amount of bonuses paid to NEOs. The Executive Bonus Plan for 2014 was structured so thatfirst step is to fund the overall bonus pool, which occurs if the Company achievedachieves pre-determined performance thresholds. The second step is for the threshold performance goal for 2014, bonuses would initially be funded at eight times each participating named executive officer’s annual base salary in effect as of January 1, 2015 (the “individual award limit”). The threshold performance goal under the Executive Bonus Plan for 2014 was set at 80% of the weighted average Target OIBDA and Target Free Cash Flow goals, weighted 75% and 25%, respectively. To the extent the threshold performance goal was attained for 2014, the Executive Bonus Plan was structured so that the Compensation Committee would thento exercise negative discretion to adjustreflect Company and individual performance. This process is depicted in the amountflow-chart below.

Goal-Setting Process

Initial Funding

À

Measurement of Financial Performance

À

Final Payout

Determining the bonuses actually earned, subject to2015 Payout

The chart below summarizes the individual award limits, with such negative discretion guided by considerationCommittee’s review of individual2015 performance against qualitative objectives.

With respect toand the Target OIBDAresulting Amended and Target Free Cash Flow performance goal for 2014, Target OIBDA was set equal to the Company’s OIBDA budget for 2014, and Target Free Cash Flow was also set equal to the Company’s budget for 2014. The 162(m) Outside Directors also recognized that actual results in 2014 would have to be adjusted to take into account items that would otherwise distort the calculation of the performance goal. The Target OIBDA metric was selected because it is an important indicator of the Company’s operational strength and performance of our businesses, as it provides a link between profitability and operating cash flow. The Target Free Cash Flow metric was selected because it gives a clear view of the Company’s ability to generate cash (and thus profits), which allows us to distribute cash to stockholders and pursue opportunities that enhance stockholder value.

As originally approved and adopted by the 162(m) Outside Directors, theRestated Executive Bonus Plan for 2014 was designed to operate so that once the annual bonuses were initially funded at eight times each participating named executive officer’s base salary based on achieving 80% of the weighted average Target OIBDA and Target Free Cash Flow goal (weighted 75% and 25%, respectively),payouts.

		Payout Funding
		Threshold Performance Achievedü		In 2015, Adjusted OIBDA achievement for cash bonus plan purposes was $442.8 million, which was $66.8 million above the threshold requirement of $376.0 million

		Financial Performance
		As noted previously, 67% of the NEOs’ annual cash bonus is based on the achievement of Adjusted OIBDA and AFFO. The table below depicts the (1) threshold, target and maximum performance requirements, (2) actual performance achievement for 2015 and (3) the resulting weighted average performance achievement for 2015.

				2015 Performance Goal		Weighting		Actual		Threshold		Target		Maximum		Achievement
				Adjusted OIBDA*		75%		$442.8		$376.0		$470.0		$517.0		94.2% x 75% = 71%
				AFFO*		25%		$272.0		$217.6		$272.0		$299.2		100% x 25% = 25%
				2015 Weighted Average Financial Achievement												96% of target
				2015 Final Funding												89% of target

*  Dollars in millions. For purposes of calculating Adjusted OIBDA and AFFO actual, threshold, target and maximum performance amounts, the Adjusted OIBDA and AFFO metrics, which are defined and described in the section entitled “—Compensation Discussion and Analysis—Executive Summary—2015 Company Performance Highlights,” were further adjusted to exclude the impact of foreign currency exchange rates, which was approximately $5.0 million for 2015. The financial weighted average achievement of Adjusted OIBDA and AFFO is 96%, which resulted in funding a bonus pool of 89%. This bonus outcome reflects the interpolated result from applying the weighted average achievement of both metrics against our pre-defined bonus payout scales.

		Actual Individual Performance Results
		Mr. Male reviewed and assessed the performance of each other NEO relative to the Company performance objectives outlined below, which were established earlier in the calendar year. Mr. Male then discussed his assessment of each NEO’s performance with the Committee. The Committee also formally assessed Mr. Male’s performance against his pre-established individual objectives as part of this process. The Committee then met in executive session to consider Mr. Male’s recommendations and to make final payout determinations.
		The Company performance objectives in 2015 were as follows:
		ü     Strategic acquisitions ü    The successful execution of the divestiture of our outdoor advertising business in Latin America ü    Static billboard to digital conversions ü     Technology enhancements of our business, assets and products ü    Certain personnel priorities, including the integration related to our acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC, the reorganization of our salesforce, and the re-alignment of sales regions After reviewing Mr. Male’s recommendations, the Committee determined that, for the 33% portion of each NEO’s annual bonus that is based on individual performance, the funding would be set at the same funding level as the financial performance component of 89%.

		2015 Final Payouts
		The actual performance bonus paid to each NEO under the Amended and Restated Executive Bonus Plan for 2015 are as follows:

						Target Bonus Opportunity				Actual Bonus Earned
				NEO		As a % of Base Salary		($)		As % of Target Bonus Opportunity		($)
				Jeremy J. Male*		100%		$1,349,999		89%		$1,201,500
				Donald R. Shassian		75%		$487,500		89%		$433,875
				Clive Punter		75%		$412,500		89%		$367,125
				Andrew Sriubas		75%		$412,500		89%		$367,125
				Richard H. Sauer		50%		$237,500		89%		$211,375
*  In 2015, the Committee, in its discretion, increased Mr. Male’s annual target bonus opportunity from 85% to 100% of his annual salary in effect on November 1st of the calendar year to which the annual bonus relates. See “—Compensation Discussion and Analysis—Employment Agreements.”

Performance-Based Compensation—Long-Term Equity Incentive Compensation Committee would then determine the amount of final payouts guided by (at a weighting of 67%) the achievement of the weighted average Target OIBDA and Target Free Cash Flow goal (themselves weighted 75% and 25%, respectively) and guided by its assessment of individual named executive officer performance (at a weighting of 33%). More specifically, with respect

The Company provides long-term equity incentive compensation to the portion of the bonus based on achievement of the financial metrics, achievement would be measured using the threshold level of 80% achievement of the weighted average Target OIBDA and Target Free Cash Flow goals (weighted 75% and 25%, respectively), with a corresponding payout at 50% of the named executive officer’s target bonus. Likewise, 120% achievement would result in a corresponding payout at 200% of the named executive officer’s target bonus. Funding between the threshold level and maximum level of financial performance would be interpolated on a straight line basis, and the 162(m) Outside DirectorsNEOs that is intended that the financial portion of the formula would be preliminary in nature, thus allowing for the Compensation Committee to establish each named executive officer’s final award payout guided by other relevant performance considerations, subject to the individual award limits established in the Executive Bonus Plan and below the bonus amounts funded under the Executive Bonus Plan.to:

Following the Separation, while we continued the Executive Bonus Plan for the balance

The Company’s long-term equity incentive compensation is comprised of fiscal year 2014 as designed with respect to the funding performance goals and funding levels, the Compensation Committee determined to depart from the original design for the manner in which it would exercise its negative discretion in arriving at final award payouts for the participating named executive officers. The process that the Compensation Committee actually used for its determinations is explained below.

In February 2015, the Compensation Committee evaluated our actual performance relative to the performance goals to determine initial funding for payouts under the Executive Bonus Plan for 2014. Those results were as follows:two separate components:

The Compensation Committee certified that

Similar to 2014, on February 18, 2015, the Company exceeded the threshold performance goalsmade a grant of achieving 80%PRSUs to its NEOs. The PRSUs are subject to pre-established levels of the weighted average Target OIBDA (weighted 75%)AFFO and Target Free Cash Flow (weighted 25%) for 2014. More specifically, in 2014, we achieved 92% of the performance goal. Accordingly, awards under the Executive Bonus Plan for 2014 were initially funded at eight times each participating named executive officer’s base salary. With respect to Target OIBDA and Target Free Cash Flow, the actual performance goal numbers were adjusted to account for net (gains) losses on dispositions, stock-based compensation, restructuring charges, acquisition costs and earnings, expenses and cash taxes related to our real estate investment trust (“REIT”) conversion and unplanned expenses and capital expenditures related to our debt offerings, the IPO, the Separation, our REIT conversion and our rebranding.

In determining the final, actual bonus amounts earned by Messrs. Male, Shassian, Nowak and Sauer in respect of fiscal year 2014, the Compensation Committee then exercised its negative discretion by considering the individual performance of those named executive officers as well as major strategic initiativesAdjusted OBIDA that were achieved during the year, including: the successful separation from CBS that included the formation borrowings, the IPO, the Exchange Offer and the establishment of various functions needed as a separately traded company; the conversion of the Company to a REIT; the acquisition and integration of selected outdoor advertising assets of Van Wagner Communications, LLC along with additional smaller acquisitions; the establishment of our leadership team; the rebranding of the Company from CBS Outdoor Americas Inc. to OUTFRONT Media Inc.; and the distribution to stockholders of $133.2 million in quarterly recurring dividends. The Compensation Committee specifically considered that, because these were significant strategic achievements that positioned the Company for long-term success and are expected to drive long-term shareholder value creation, these achievements were appropriate to justify individual performance rewards for these named executive officers for 2014 above a target level of performance.

As a result, the Compensation Committee determined that each of Messrs. Male, Shassian and Sauer would receive an annual bonus for 2014 equal to 120% of his respective target bonus opportunity. In addition, pursuant to the terms of his November 25, 2014 separation agreement, the Compensation Committee determined that Mr. Nowak would receive an annual bonus for 2014 at the same time and at the same level as the 2014 annual bonuses paid to other senior executives; accordingly, Mr. Nowak’s 2014 bonus was equal to 110% of his target bonus opportunity, which payout level was consistent with payouts earned by our other non-NEO senior executives who had also helped deliver in the successful achievement of the initiatives described above. Mr. Kelly, who stepped down from his position as President and Chief Operating Officer in July 2014, did not receive a final payout under the Executive Bonus Plan due to his departure. Instead, Mr. Kelly received a cash payment under the terms of his separation agreement equal in value to 100% of the bonus that he would have otherwise earned at target for 2014 under the Executive Bonus Plan. As described above, pursuant to his employment agreement, Mr. Sriubas received an annual bonus for 2014 equal to 100% of his target bonus opportunity, pro-rated for his period of service between his date of hire through the end of fiscal year 2014.

The actual performance bonuses paid to each named executive officer under the Executive Bonus Plan for 2014 are as follows:

⁽¹⁾ Amount pro-rated for period of service between July 28, 2014 and December 31, 2014.

⁽²⁾ As noted above, Mr. Kelly did not receive a final payout under the Executive Bonus Plan due to his departure, but instead received a cash payment under the terms of his separation agreement equal in value to 100% of the bonus ($600,000) that he would have otherwise earned at target for 2014 under the Executive Bonus Plan.

Long-Term Equity Incentives.Under the Company’s long-term incentive program, we provided our named executive officers with the opportunity to earn long-term equity-based incentive awards granted under the Omnibus SIP. The long-term incentive awards are generally designed as a “pay for performance” vehicle to encourage executives to make decisions that will create and sustain long-term value for stockholders. We believe equity compensation helps attract and retain talent, align our named executive officers’ interests with those of our stockholders and build executive ownership in our common stock.

With respect to our long-term equity-based incentive awards for 2014, the grant date for equity awards is the date on which the awards were approved by the 162(m) Outside Directors,Committee. The PRSUs are fully at risk, in that they are not earned unless the Board and/or CompensationCompany achieves performance of at least 80% relative to both metrics. The table below illustrates the pay and performance schedule applicable to the 2015 grant of PRSUs. The Company applies a straight-line interpolation methodology for performance between 80% and 120% of target.

The Committee as applicable, or, if so determined,considered a future grant date (including a future date specified in an employment agreement). The 2014 PRSUs and TRSUs granted to our named executive officers (other than Mr. Sriubas) were approved by the 162(m) Outside Directors on March 31, 2014 and have a March 31, 2014 grant date. The 2014 PRSUs and TRSUs granted to Mr. Sriubas were approved by the Compensation Committee on July 24, 2014 and have an August 1, 2014 grant date. The 2014 Fund-the-Future and One-Time Initial Public Offering grants to our employees, including certain of our named executive officers, were approved by the Board on March 25, 2014, with a future grant date to coincide with the pricing of our IPO. Any option award that will have a future grant date may not have an exercise price less than the closing price per share of our common stock on the NYSE on the date of grant.

Treatment of Outstanding CBS Equity Awards Held by Our Named Executive Officers

For 2014, in connection with the IPO, approximately 87,552 RSUs for CBS Class B Common Stock held by our named executive officers at that time, which were originally granted under the CBS Corporation 2009 Long-Term Incentive Plan, were converted into RSUs for shares of our common stock with substantially equivalent terms, except that the number of shares of our common stock subject tofactors when establishing each converted RSU award was adjusted in order to preserve the intrinsic fair value of the award at the time of conversion. In connection with the Separation, approximately 159,397 stock options in respect of CBS Class B Common Stock held by our named executive officers at that time, which were originally granted under various CBS stock plans, were converted into stock options in respect of our common stock with substantially equivalent terms, except that the number of shares of our common stock subject to each converted stock option award and the exercise price of each converted stock option award were adjusted in order to preserve the intrinsic value of the award at the time of conversion.

Pursuant to his employment agreement, on September 18, 2013, Mr. Male received an award of fully-vested restricted share units under the CBS Corporation 2009 Long-Term Incentive Plan. Under the terms of this award, one-half of these RSUs were settled in shares of CBS Class B Common Stock on September 18, 2014 and

the remaining one-half will be settled in shares of CBS Class B Common Stock on September 18, 2015. As set forth in his employment agreement, this RSU award was not converted into an RSU award for shares of our common stock.

PRSU and TRSU Award Grants

For 2014, based upon recommendations from CBS management, the 162(m) Outside Directors determined the type and mix of equity-based vehicles used to deliver value primarily based on an executive’s level in the organization and our business needs. For 2014, the 162(m) Outside Directors, based upon recommendations from CBS management, considered the following objectives in determining the appropriate type and mix of equity-based vehicles:NEO’s 2015 total grant value:

The table below provides the total 2015 grant-date value and the number of target PRSUs and TRSUs that were granted to each NEO.

In determiningFebruary 2016, the Committee determined the requisite threshold level of AFFO and Adjusted OIBDA performance was attained (as described above for the Amended and Restated Executive Bonus Plan for 2015) and, accordingly, the number of PRSUs actually earned based on our performance relative to the performance goals established by the Committee for the 2015 calendar year.

For 2015, we achieved 96% of the target value to be delivered through these two equity vehicles, based upon recommendations from CBS management, the Company reviewed the named executive officers’ employment agreements, the Company’s retention needs, potential stockholder dilution, the expense to be incurred by the Companyweighted average achievement of a combination of Adjusted OIBDA and prior equity grant practices. In determining the value, mix and type of awardsAFFO, which resulted in 2015 and beyond, the Compensation Committee generally expects to take into consideration the objectives noted above and the competitive assessment of total compensation as discussed in “—Evaluating 2014 Executive Compensation” above.

On March 31, 2014, the 162(m) Outside Directors approved the opportunities for each of the named executive officers (with the exception of Mr. Sriubas who was not serving at such time) for long-term incentive awards under the Omnibus SIP, with 60% of the opportunity provided in the form of PRSUs and 40% provided in the form of TRSUs, in the amounts set forth in the table below. Mr. Sriubas received his long-term incentive award for 2014 on August 1, 2014 following his July 28, 2014 date of hire.

The PRSUs are subject to both performance-based and time-based vesting conditions. The number offinal PRSUs eligible to vest is determined based on our percentage attainmentin 2015 at 91% of target PRSUs. This outcome reflects the interpolated result from applying the weighted average Target OIBDA and Target Free Cash Flow performance objective for 2014.achievement of both metrics against our pre-defined equity payout scales. The calculations of weighted average Target OIBDA and Target Free Cash Flow with respect to the PRSUs granted in 2014 are the same as those applied to the annual cash bonus awards for 2014 described above. The 162(m) Outside Directors believe that using weighted average Target OIBDA and Target Free Cash Flow as the performance measure under the annual bonus and long-term incentive programs reinforces the criticality of driving performance against these goals.

For 2014, no PRSUs were eligible to vest unless at least 80% of the weighted average Target OIBDA and Target Free Cash Flow performance goal was achieved, with the Target OIBDA metric weighted 75% and the Target Free Cash Flow metric weighted 25%. If the achievement was 80% or more,table below sets forth the number of PRSUs that would be earned in 2015 and eligible to vest would be determined as follows:in accordance with the time-based vesting schedule described below.

⁽¹⁾ Achievement at intermediate points between 80%The TRSUs and 100% the earned PRSUs generally vest in equal installments on each of February 19, 2016, 2017, and 2018 subject to each NEO’s respective continued employment through the applicable vesting date and the terms of his employment agreement and/or 100% and 110% will be interpolated on a straight-line basis.

equity award. If we pay regular cash dividends with respect to our common stock, the holders of TRSUs and PRSUs will be eligible for dividend equivalent payments in shares of our common stock when and to the extent that the related TRSUs or PRSUs vest and are settled.

In February 2015, the Compensation Committee determined that at least 80% of the weighted average Target OIBDA and Target Free Cash Flow was attained and, accordingly, the number of PRSUs actually earned based on our performance relative to the performance goals established by the 162(m) Outside Directors for the 2014 calendar year. As discussed above under “—Performace-Based Compensation Programs—Annual Cash Bonus Awards,” for 2014, our weighted average Target OIBDA and Target Free Cash Flow performance achievement was equal to 92% of such performance targets for 2014. As a result, based on straight line interpolation for achievement of the performance goals at percentages between 80% and 100% (as illustrated in the table above), the number of PRSUs that became eligible to vest for 2014 was below the target number of PRSUs and equal to 84% of each named executive officer’s target PRSUs, rounded up by vesting tranche. The table below sets forth the number of PRSUs that were earned in 2014 and are eligible to vest in accordance with the time-based vesting schedule described below:

The TRSUs and the earned PRSUs will vest in equal installments on each of March 28, 2015, 2016, 2017 and 2018 for Messrs. Male, Shassian and Sauer (or August 1, 2015, 2016, 2017 and 2018 for Mr. Sriubas), subject to each named executive officer’s respective continued employment through the applicable vesting date and the terms of his employment agreement. Mr. Kelly’s and Mr. Nowak’s PRSUs and TRSUs will vest in accordance with the terms of their separation arrangements.

On December 31, 2014, in connection with the payment of the special dividend comprised of the E&P Purge, all outstanding TRSUs and earned PRSUs were adjusted by crediting each outstanding TRSU and PRSU with (1) 0.1378 additional RSUs and (2) a cash dividend equivalent equal to $0.9128, pursuant to the anti-dilution adjustment to such awards described below under “—Impact of Special Dividend on Outstanding Equity Awards.” The additional RSUs and the dividend equivalents are subject to the same terms and conditions, including vesting and forfeiture, as the original grants to which they relate. The amounts set forth in the table above do not reflect the impact of the anti-dilution adjustment.

2014 Fund-the-Future Grants

In 2014, the Board also granted TRSUs pursuant to the Company’s Fund-the-Future program (the “Fund-the-Future program”) to a broad group of our employees, including certain of our named executive officers.NEOs. The primary purpose of the Fund-the-Future program was to provide additional income to eligible employees excluding those who were actively participating in certain CBS pension plans and employeesdo not otherwise subject to a collectively bargained agreement which does not providereceive targeted long-term equity incentive compensation for their participation in the Fund-the-Future program.Company performance. For 2014,2015, the Board determineddecided to award a number of TRSUs to all participants in the program based on the employee’s annual base pay (capped at $550,000)$500,000) or benefit base pay, on March 28, 2014February 19, 2015 (the date of grant), multiplied by 2.5% and then divided by our IPO common stock price of $28.00 per share.$29.83 on the date of grant.

Pursuant to the Fund-the-Future program, the Board granted the following named executive officers TRSUs with respect to the following number of shares of our common stock:NEO’s TRSUs:

Mr. Nowak was not eligible to receive aThese Fund-the-Future TRSU grant because he was a participant in certain CBS pension plans during 2014. Mr. Sriubas was not eligible to receive a Fund-the-Future TRSU grant because he was not an employee on the grant date. These TRSUs generally vest in equal installments on each of the first three anniversaries of March 28, 2014,February 19, 2015, subject to the named executive officer’sNEO’s continued employment through the applicable vesting date and the terms of his employment agreement. If a named executive officer’s employment terminates due to death agreement and/or disability, these TRSUs will immediately vest.equity award. If we pay regular cash dividends on our common stock, the holders of these TRSUs will be eligible for cash dividend equivalentequivalents payments at the time and to the extent that the related TRSUs vest and are settled.

On December 31, 2014, in connection with the E&P Purge, all outstanding TRSUs were adjusted as described above under “—PRSU and TRSU Award Grants.” The amounts set forth in the table above do not reflect the impact of the anti-dilution adjustment.

One-Time Initial Public Offering Grants

In 2014, in connection with the IPO, the Board granted all non-union employees, including our then-serving named executive officers, special one-time TRSUs on substantially the same terms and conditions as the Fund-the-Future grants described above. These grants were made on March 28, 2014. The participating named executive officers received TRSUs with respect to the following number of shares of our common stock:

Mr. Sriubas was not eligible to receive a one-time IPO grant because he was not an employee on the grant date.

On December 31, 2014, in connection with the E&P Purge, all outstanding TRSUs were adjusted as described above under “—PRSU and TRSU Award Grants.” The amounts set forth in the table above do not reflect the impact of the anti-dilution adjustment.

2014 Matching Share Grants

In 2014, in accordance with the terms of Messrs. Male and Shassian’s employment agreements, the Board granted TRSUs to Messrs. Male and Shassian. For each share of our common stock that Mr. Male and Mr. Shassian purchased in connection with our IPO, we granted to each of Messrs. Male and Shassian 0.625 TRSUs and 0.5 TRSUs, respectively, denominated in shares of our common stock under the Omnibus SIP. In respect of the 100,000 shares purchased by Mr. Male and 71,420 shares purchased by Mr. Shassian in connection with our IPO, we granted them 62,500 and 35,710 TRSUs, respectively. The terms of the matching TRSUs are substantially the same as the terms of the TRSU grants made in connection with the long-term incentive awards described above.

On December 31, 2014, in connection with the E&P Purge, all outstanding TRSUs were adjusted as described above under “—PRSU and TRSU Award Grants.” The amounts set forth in the paragraph above do not reflect the impact of the anti-dilution adjustment.

Impact of Special Dividend on Outstanding Equity Awards

In order to comply with certain REIT qualification requirements, on October 29, 2014, the Board approved a special dividend of approximately $547.7 million, or $4.56 per share, to distribute accumulated earnings and profits as of July 17, 2014, the date we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes, including any earnings and profits allocated to us by CBS in connection with the Separation. The special dividend was paid on December 31, 2014 to stockholders of record on November 20, 2014. In connection with the special dividend, we paid approximately $109.5 million in cash, and issued approximately 16.5 million new shares of our common stock based on the volume weighted average price of our common stock for the three trading days commencing on December 16, 2014, or $26.4974 per share. As a result of the E&P Purge, the Compensation Committee approved an anti-dilution adjustment pursuant to the terms of the Omnibus SIP and adjusted all of our outstanding equity awards, including those held by our named executive officers, as follows:

Retirement and Deferred Compensation Plans

During 2014 and prior to the Separation, certain of our named executive officers participated, along with other eligible CBS employees, in CBS’s broad-based tax-qualified defined contribution plans and nonqualified deferred compensation plans. In addition, Mr. Nowak participated, along with other eligible CBS employees, in a CBS tax-qualified and a nonqualified defined benefit plan, which are closed to new participants. Mr. Nowak continues to have accumulated benefits under these plans, but he no longer accrues benefits.

During 2014, our Board adoptedThe Company maintains a broad-based tax-qualified defined contribution plan (the “401(k) Plan”) and a nonqualified deferred compensation plan (the “Excess 401(k) Plan”), effective as of January 1, 2014, at which time the account balances as of December 31, 2013 of the participating named executive officers under CBS’s 401(k) plan were transferred to the 401(k) Plan and CBS’s excess 401(k) plan and CBS’s bonus

deferral plan were transferred to the Excess 401(k) Plan.2014. During 2014,2015, we provided the participating named executive officersNEOs with matching contributions in the 401(k) Plan and the Excess 401(k) Plan as we believe this benefit is market-competitivereasonable and assists us in attracting and retaining talent.market-competitive.

Information regarding the participation by our named executive officersNEOs in these retirement and deferred compensation plansthe Excess 401(k) Plan is set forth in the 2014 Pension Benefits and 20142015 Nonqualified Deferred Compensation tablestable and the narratives following these tables.this table. The Excess 401(k) Plan allowsprovides our senior executives with the opportunity to save for retirement beyond the qualified plan limitations.

Other Compensation (Other Personal Benefits)

Pursuant to Mr. Male’sMessrs. Male and Punter’s employment agreement, he wasagreements, they were each eligible to receive relocationcertain contractual housing and travel benefits that included aduring the first year of their respective agreements. The Company paid suitable housing allowanceexpenses for Mr. Male and his family for a period of twelve months following the September 18, 2013 effective date of histhe employment agreement, sixand trips to visit family in the United Kingdom during the same twelve-month period one familyof time. The Committee approved for Mr. Male’s housing costs and trip from the United Kingdomcosts to be continued through December 31, 2015. The Company paid reasonable and customary expenses associated with Mr. Punter’s planned relocation to the New York metropolitan area, during the same twelve-month period and shipment of household goodsincluding one trip to the New York, metropolitan area.suitable housing for him and his family for a period of twelve months following the effective date of the employment agreement, and up to $40,000 annually of reimbursable travel expenses to and from the United Kingdom to visit family. The Committee approved for Mr. Punter’s housing costs to be continued from the one-year anniversary of his date of hire through December 31, 2015. To the extent any of these payments made to Mr.Messrs. Male and Punter are taxable, the Company will make an additional payment to himthem in an amount that, after payment of all taxes payable by himthem with respect to the additional payment, will equal the amount of all taxes payable by himthem with respect to the related reimbursement. Other than as described above for Mr.Messrs. Male and Punter, our named executive officersNEOs do not receive any other perquisites or personal benefits. See “Compensation Discussion and Analysis—Employment Agreements” and “—2015 Summary Compensation Table.”

Employment and Post-Termination Arrangements for 2014Stock Ownership Guidelines

AllTo better align the interests of the namedour executive officers are employed under employment agreements, asteam with those of our stockholders, we consider this practice to be the best means by which to secure the employment of each of these executives. We continued the employment agreements that CBS entered into with our namedformally adopted stock ownership guidelines for executive officers in 2013 and 2014, as we believe they were reasonable and helped foster continuityOctober 2015. Ownership in the Company is evidence of leadership during this yearthe confidence our executives have in the Company’s long-term performance.

Shares considered “owned” for purposes of transition.complying with the stock ownership guidelines are:

Each executive officer has five years from the time he becomes subject to the ownership guidelines to meet the guideline. Once the executive’s qualified holdings reach the guideline, the executive will be deemed to have met the guideline going forward. The employment agreements provide for post termination payments which assist usexecutive will need to maintain a level of ownership in recruiting and retaining talenteither the number of

shares held when the guideline was met (to mitigate the need to increase the number of shares owned when there is a reduction in a competitive market and, as applicable, compensate executives for restrictive covenants and other obligations following a termination without cause or a resignation for good reason. The non-competition restriction is to be in effect during employment and, following termination of employment, for the greater of twelve monthsshare price) or the period in which severance payments are madecurrent dollar guideline (to have the ability to reduce the number of shares when the share price increases). Management will present a progress report annually to the named executive officer. In order to commence the receiptCommittee regarding ownership levels.

As of any severance payments, the named executive officer must provide the Company with a signed acknowledgement and release of claims document.

In connection with his December 31, 2014 termination date, Mr. Kelly received severance benefits2015, Messrs. Male and Shassian had met their respective ownership guidelines. The other NEOs are expected to meet the stock ownership guidelines in accordance with the terms of his employment agreement and separation agreement with the Company.

In connection with his February 27, 2015 termination date, Mr. Nowak received severance benefits in accordance with the terms of his employment agreement and separation agreement with the Company. Pursuant to the separation agreement between the Company and Mr. Nowak dated November 25, 2014, an exception was made to Mr. Nowak’s termination provisions as provided for in his employment agreement. The Company allowed for an additional eight months of continued equity vesting for Mr. Nowak in order to secure his continued service during an advisory period running through the end of February 27, 2015.

The terms and provisions of these contracts are more fully described below in the sections entitled “—Employment Agreements” and “—Potential Payments upon Termination.”2016.

Compensation Deductibility Policy

Section 162(m) of the Code generally limits to $1 million the federal tax deductibility of some forms of compensation paid in one year to the chief executive officerChief Executive Officer and the three most highly compensated executive officers (other than the chief financial officer)Chief Financial Officer) employed by us at the end of the year (or covered employees).year. Compensation that satisfies the Code’s requirements for “performance-based compensation” is not subject to this

deduction limitation. Our Compensation Committee considers deductibility as just one factor in determining the form and terms of compensation we provide to our employees. However,provide. In certain circumstances, the Compensation Committee may decide to grant compensation that will not qualify as “performance-based compensation”“performance-based” for purposes of Section 162(m) of the Code in certain circumstances,, including when, in the Compensation Committee’s judgment, certain compensation is needed to achieve the Compensation Committee’s overall compensation objectives.

We reserve the right to award compensation that does not qualify as “performance-based compensation”“performance-based” for purposes of Section 162(m) of the Code,, including under the Amended and Restated Executive Bonus Plan and the Amended and Restated Omnibus SIP. Moreover, even if the Compensation Committee intends to grant compensation that qualifies as “performance-based compensation”“performance-based” for purposes of Section 162(m) of the Code,, we cannot guarantee that such compensation will so qualify or ultimately will be deductible.

Compensation Risk Assessment

In March 2015, as part of the Company’s Enterprise Risk Managemententerprise risk management process, our Executive Vice President and Chief Financial Officer, Executive Vice President, and Chief Human Resources Officer, Executive Vice President, General Counsel and Secretary, Vice President, Internal Audit, Senior Vice President, Controller, Vice President, Assistant General Counsel and five senior members of human resourcesthe Senior Director, Compensation evaluated our compensation programs for potential areas of risk. During this initial risk assessment, we reviewed our compensation and benefit programs to identify potential risks and risk mitigation factors. On the basis of this initial assessment, management concluded that the Company’s compensation programs are structured in a way that does not create risks that are reasonably likely to have a material adverse effect on the Company. The Committee reviewed the results of this assessment at the end of 2015 and agreed with management’s conclusion.

COMPENSATION COMMITTEE REPORT

The following Compensation Committee Report does not constitute “soliciting material” and shall not be deemed “filed” or incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent OUTFRONT Media Inc., a Maryland corporation (the “Company”), specifically requests that the information be treated as soliciting material or specifically incorporates such information by reference into a document filed under the Securities Act or the Exchange Act.

The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis (“CD&A”) included in the Company’s proxy statement for the 20152016 Annual Meeting of Stockholders (the “Proxy Statement”). Based on that review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in the Proxy Statement and incorporated by reference from the Proxy Statement into the Company’s Annual Report on Form 10-K for the year ended December 31, 2014,2015, which was filed with the Securities and Exchange Commission on March 6, 2015.February 29, 2016.

Members of the Compensation Committee

Peter Mathes, Chair William Apfelbaum

Nicolas Brien

Susan M. Tolson

20142015 Summary Compensation Table

The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of the named executive officersNEOs for services rendered to us for the years ended December 31, 2015, 2014 and 2013, as applicable.

(8)(5)

The following table and footnotes describe each component of the “All Other Compensation” column for 2014:2015: