Proposal No. 1: The election of the three Class III director nomineenominees named in this proxy statement, each to serve until the 20192021 Annual Meeting of Stockholders and until his successor is duly elected and qualifies.
Proposal No. 2: The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2016.2018.
Proposal No. 3: The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, as disclosed in this proxy statement.
“FOR” ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2016.2018.
“FOR” approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, as disclosed in this proxy statement.
Proof of ownership of our common stock as of the Record Date, such as a recent account statement reflecting stock ownership, a brokerage statement or letter provided by a broker, bank, trustee or other nominee, or similar evidence of ownership; and
If you hold your shares in street name, a “legal proxy” obtained from the broker, bank or other nominee that holds your shares authorizing you to vote your shares held in street name at the Annual Meeting.
the Class I directors are Messrs. Diaz and Mathes and Ms. Tolson, and their term will expire at the Annual Meeting;
the Class III directors are Messrs. Male and Wender, and their term will expire at the annual meeting of stockholders expected to be held in 2017.2020.
presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;
serving as the principal liaison among the Chairman, any other non-independent directors and the independent directors to facilitate discussion of issues discussed in the executive sessions and to ensure the flow of information;
being available, if requested by major stockholders, for consultation and direct communication with stockholders;
retaining outside advisors and consultants who report directly to the Board on Board-wide issues; and
leading the performance assessment of the Chief Executive Officer and, in collaboration with the Nominating and Governance Committee, the Board’s self-assessment.
The Audit Committee of the Board (the “Audit Committee”), as part of its oversight role, is responsible for reviewing with management, the internal auditor and the independent auditor, the effectiveness of the Company’s internal control over financial reporting, disclosure controls and procedures and risk management procedures related to, among other things, the Company’s financial condition, the independent auditor, market and industry conditions, information technology security, including cybersecurity and disaster recovery, among other responsibilities set forth in the Audit Committee’s charter. With respect to its oversight role of the Company’s cybersecurity program, the Audit Committee receives periodic reports directly from the Company’s Chief Information Officer on the Company’s security program related to its systems and data.
The Compensation Committee of the Board (the “Compensation Committee”) monitors risks associated with the design and administration of the Company’s compensation programs, including its performance-based compensation, to promote an environment which does not encourage unnecessary and excessive risk-taking by the Company’s employees. See “Executive Compensation—Compensation Discussion and Analysis—Compensation Risk Assessment.”
The Nominating and Governance Committee assesses risk as it relates to monitoring developments in law and practice with respect to the Company’s corporate governance processes and in reviewing related person transactions.
the appointment, retention, termination, compensation and oversight of the work of the independent auditor, which reports directly to the Audit Committee, and the sole authority to pre-approve all services provided by the independent auditor;
reviewing and discussing the Company’s annual audited financial statements, quarterly financial statements and earnings releases with the Company’s management and its independent auditor;
reviewing the organization, responsibilities, audit plan and results of the internal audit function; reviewing with management, the internal auditor and the independent auditor, the quality, adequacy and effectiveness of the Company’s internal control over financial reporting, disclosure controls and procedures and risk management procedures;
reviewing with management material legal matters and the effectiveness of the Company’s procedures to ensure compliance with legal and regulatory requirements; and
overseeing the Company’s compliance program and obtaining periodic reports from the Co-Chief Compliance Officer.Officers.
reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation, and evaluating the Chief Executive Officer’s performance in light of those goals and objectives;
evaluating and making recommendations to the Board regarding equity-based and cash incentive compensation plans;
adopting and periodically reviewing the Company’s philosophy, strategy and principles regarding the design and administration of the Company’s compensation programs.
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 BoardCompensation Committee delegated to our Chief Executive Officer limited authority to grant long-term equity incentive awards pursuant to the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Amended and Restated Omnibus SIP”) to
identifying and recommending to the Board individuals qualified to become board members;
in collaboration with the Lead Independent Director, lead the evaluation of the Board and Board committees;
reviewing transactions between the Company and related persons.
an automatic annual grant of RSUs with a value of $120,000 based on the closing price of shares of our stock on the NYSE on the date of grant, which RSUs will generally vest one year from the date of grant, with dividend equivalents accruing on such RSUs in the amounts equal to the regular cash dividends paid on our common stock and such accrued dividend equivalents shall convert to shares of our common stock on the date of vesting; and
To help ensure management’s interests are aligned with those of stockholders and their compensation reflects the performance of the Company, a substantial portion of our NEOs’ compensation is at risk, and will vary above or below target levels commensurate with Company performance. The chart below shows the percentage of our NEOs’
20152017 target compensation that was
performance-based and at risk.
* Average includes the following NEOs: Messrs. Shassian, Punter, Sriubas and Sauer.
Resulting Changes to our Compensation Programs
Over the course of 2015, the Committee made a number of changes to enhance the alignment of our practices with the Company’s business strategies, and to better align with market practices.
| |
| | | | |
| | Type of Change
| | Summary of Change
| | Rationale for Change
|
| | Adopted a Compensation Peer Group
| | ü Formally adopted the use of a compensation peer group comprising 15 similarly-sized publicly-traded media companies
| | ü Incorporate credible data sources on executive pay levels and practices
|
| | | | ü Reviewed pay practices at similarly-sized REITs
| | ü Use the REIT industry practices as a secondary reference point for the general market with respect to executive pay practices, and not as a peer group
|
| | Adopted formal stock ownership guidelines for all executive officers
| | ü Executive officers are now required to own stock equal to a multiple of their base salary
| | ü Better align the interests of our executive team with those of our stockholders
ü Demonstrate confidence in the long-term performance of the Company
|
| | Adopted new performance metric under the Amended and Restated Executive Bonus Plan and the Amended and Restated Omnibus SIP
| | ü Replaced the free cash flow metric with AFFO
| | ü Incorporate an incentive metric that is used by management and is an important indicator of our operational strength and business performance, and is widely used by REITs
ü AFFO is a key metric used by our stockholders in analyzing our operating performance, and a key driver of stockholder value creation
|
| | | | | | |
* | | Adopted changeAverage includes the following NEOs: Messrs. Shassian, Punter, Sriubas and Sauer. Excludes the value of Mr. Sriubas’s one-time equity grant awarded in control provisionsNovember 2017 in connection with the Amended and Restated Omnibus SIP and related equity awards terms and conditions and adoptedCompany renewing its contract with the CIC Plan | | ü The Amended and Restated Omnibus SIP (which was approved by our stockholders in 2015) and related equity award terms and conditions now include accelerated equity vesting upon change in control provisions forMTA. For further information, see the benefit of all plan participants, with “double triggers”
ü Implemented the CIC Plan, effective January 1, 2016, providing non-equity severance benefits for our executive officers upon a change in control, with a “double-trigger”
| | ü Help retain our executive officers and key employees, and provide financial security to our executive officers and key employees in the event of a termination upon a change in control
ü Foster objectivity and cooperation should executive officers be asked to evaluate change in control proposals that may result in the loss of their employment, but may be in the best interests of our stockholders section entitled “—Employment Agreements.” |
Summary of Our Executive Compensation Practices
The table below highlights certain executive compensation practices we have implemented that drive performance as well as those not implemented because we do not believe they would serve our stockholders’ interests:
|
| | |
What We DO |
ü | | What We Do
üTie pay to performance by ensuring thatdesigning a significant portion of executive pay is performance-based andto be at risk; 79%76% of the CEO’s 20152017 compensation is performance-based and, on average, 70% of the other NEOs’ compensation, is performance-based
at risk |
| | |
ü | | Require significant stock ownership guidelines to ensure directors and executives have long-term stockholder alignment |
| | |
ü | | Conduct an annual compensation program risk assessment |
| | |
ü | | Mitigate undue risk in compensation programs through informed performance goal-setting that consideredconsiders multiple financial and non-financial inputs |
| | |
ü | | Retain the services of an independent compensation consultant |
| | |
ü | | Generally consider market and industry data when setting executive pay, using the median as a reference point to understand the general market |
| | |
ü | | Provide for accelerated equity vesting for plan participants and non-equity severance benefits for our executive officers upon a change in control, with “double triggers” |
| | |
ü | | Maintain an anti-hedging policy that prohibits our directors, executive officers, employees and their related persons from trading in derivative instruments with respect to the Company’s securities or selling the Company’s securities “short” |
| | |
ü | | Prohibit our directors, executive officers and their related persons from pledging the Company’s securities as collateral for loans or for any other purpose except in limited circumstances, such as financial hardship, at the discretion of the Company’s General Counsel |
| | |
ü Require significant stock ownership guidelines | | Maintain a clawback policy applicable to ensure directors and executives haveexecutive officers in the event of a long-term stockholder orientationfinancial statement restatement |
| | |
What We Don’t Do×DON’T DO
|
û | | Provide excessive perquisites ×
|
| | |
û | | Offer a pension or supplemental executive retirement plan ×
|
| | |
û | | Reprice underwater stock options without stockholder approval ×
|
| | |
û | | Reward executives without a link to performance × Provide excise tax gross-ups
|
| | |
2015
2017 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
20152017 Annual Meeting of Stockholders. At the
20152017 Annual Meeting of Stockholders, approximately
88%96% 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.philosophy, and did not make any compensation changes for our NEOs specifically as a result of the say-on-pay voting results. 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
20152017 Compensation and the Use of Market Data
In
2015,2017, 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
2015,2017, 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:
| |
ü | Business Criteria: companies in the media industry with a meaningful portion of revenue from advertising sales as determined by an evaluation of such companies’ public disclosures. |
| |
ü | Size Criteria: Companies comparable to the Company’s revenue size (for example, companies with revenue of $500 million to $3.5 billion), with a secondary focus on market capitalizationcapitalization. |
Based on these
For 2017, the Committee reviewed the compensation peer group and removed Cumulus Media Inc. because its market capitalization has been steadily declining over the last few years, and The Madison Square Garden Company because it underwent a transaction and was split into two stand-alone public companies. The Committee added TEGNA, Inc. and Gray Television Inc. because they each met the selection criteria described above. Following these modifications, the comparisoncompensation peer group comprises the following 1514 companies: | | | | | | |
| | | |
| | Company | | Trailing 12-Month Revenue(1) | | Market Capitalization(1) |
| | OUTFRONT Media Inc. | | $1,514 | | $3,004 |
| | Time, Inc. | | $3,083 | | $1,720 |
| | IAC/InterActiveCorp | | $3,110 | | $4,630 |
| | Clear Channel Outdoor Holdings Inc. | | $2,836 | | $2,007 |
| | Scripps Networks Interactive, Inc. | | $2,836 | | $7,098 |
| | AMC Networks Inc. | | $2,511 | | $5,406 |
| | Sinclair Broadcast Group, Inc. | | $2,221 | | $3,082 |
| | Meredith Corporation | | $1,608 | | $2,221 |
| | The New York Times Company | | $1,579 | | $2,173 |
| | Lamar Advertising Co. | | $1,334 | | $5,794 |
| | Cumulus Media Inc. | | $1,189 | | $77 |
| | The Madison Square Garden Company | | $1,103 | | $4,041 |
| | The E.W. Scripps Company | | $1,032 | | $1,594 |
| | Nexstar Broadcasting Group, Inc. | | $842 | | $1,797 |
| | LIN Media LLC (2) | | N/A | | N/A |
| | AOL Inc.(2) | | N/A | | N/A |
(1) As of 1/4/2016. Dollars in millions. (2) LIN Media and AOL underwent transactions in 2015, and are no longer stand-alone public companies; Media General will be added for 2016. Dollars in millions. |
|
| | | | | | | | | | | | |
Company | | Trailing 12-Month Revenue(1) | | Market Capitalization(1) |
OUTFRONT Media Inc. | | | $ | 1,517 |
| | | | $ | 3,211 |
| |
Scripps Networks Interactive, Inc. | | | $ | 3,494 |
| | | | $ | 11,256 |
| |
TEGNA, Inc. | | | $ | 3,297 |
| | | | $ | 3,049 |
| |
IAC/InterActiveCorp | | | $ | 3,168 |
| | | | $ | 10,589 |
| |
Time Inc. | | | $ | 2,884 |
| | | | $ | 1,843 |
| |
AMC Networks Inc. | | | $ | 2,808 |
| | | | $ | 3,349 |
| |
Sinclair Broadcast Group, Inc. | | | $ | 2,798 |
| | | | $ | 3,780 |
| |
Clear Channel Outdoor Holdings, Inc. | | | $ | 2,598 |
| | | | $ | 1,709 |
| |
Nexstar Broadcasting Group, Inc. | | | $ | 2,088 |
| | | | $ | 3,599 |
| |
Meredith Corporation | | | $ | 1,706 |
| | | | $ | 2,920 |
| |
The New York Times Company | | | $ | 1,631 |
| | | | $ | 3,074 |
| |
Lamar Advertising Company | | | $ | 1,530 |
| | | | $ | 7,170 |
| |
Media General | | | $ | 1,449 |
| | | | $ | 2,383 |
| |
The E. W. Scripps Company | | | $ | 932 |
| | | | $ | 1,271 |
| |
Gray Television, Inc. | | | $ | 887 |
| | | | $ | 1,470 |
| |
| |
(1) | As of January 2, 2018, except for Media General. Information shown for Media General is as of September 30, 2016, the last date of publicly available information prior to the completion of its merger with and into Nexstar Broadcasting Group, Inc. Dollars in millions. |
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
executionexecutive 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
2015,2017, the Committee reviewed data from the
Willis Towers Watson Executive General Industry Survey and the
Willis Towers Watson Executive Media Industry Survey. No one company in these surveys was
dispositiverelied upon with respect to
determining any of 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
size to that of the Company based on revenue and market capitalization,
similar to the
Company as a supplemental reference point:size criteria used for the media peer group described above. In 2017, the Committee also modified the group of specialty REITs by removing Plum Creek Timber Co. and adding Extra Space Storage Inc. Following this modification, the REIT comparison group included the following specialty REITs: Crown Castle International Corp.,
The GEO Group, Inc., Corrections
Corp.Corporation of America, Digital Realty Trust
Plum Creek Timber Co.Inc., Extra Space Storage Inc., and CBL & Associates Properties.
Elements of
20152017 NEO Compensation
Consistent with
2014,2016, NEO compensation included the following compensation elements:
| |
ü | Performance-based compensation: |
◦Executive cash bonus plan
◦Long-term equity incentive compensation
| ¡ | | Executive cash bonus plan |
| ¡ | | Long-term equity incentive compensation |
| |
ü | Other compensation (personal benefits) |
The Committee considered each of the above elements from the perspective of design and pay level as it reviewed and established NEO compensation in
2015.2017. Neither the Company nor the Committee used explicit guidelines in determining the mix of compensation elements for the NEOs. However, as described above, the Committee managed the pay programs so that a majority of compensation was both at risk and subject to performance conditions.
During
2015,2017, we were a party to employment agreements with all of our NEOs. For a description of the terms and provisions of these employment agreements, see “—Employment Agreements.”
We 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
new employment agreements with the Company effective in January and March 2017, respectively, and Messrs. Male, Sriubas and Punter entered into new employment agreements with the Company in
late 2013September 2017, July 2017 and
early 2014. Messrs. Sriubas and Punter entered into employment agreements with the Company in July 2014 andas of October
2014,2017, respectively.
The base salaries provided to Messrs. Male
Shassian, Sriubas and
PunterShassian were not increased in
2015. As required by2017 because the
renewal provisions ofCommittee determined that their respective current base salaries were within the market median. Effective March 1, 2017, the Committee, in connection with Mr. Sauer’s
new employment agreement
hiswith the Company, increased Mr. Sauer’s annual salary from $500,000 to $575,000 because the Committee determined that Mr. Sauer’s base salary
was below the market median. Effective July 28, 2017, the Committee, in connection with Mr. Sriubas’s new employment agreement and new role as the Company’s Chief Commercial Officer, increased
Mr. Sriubas’s annual salary from
$450,000$550,000 to
$475,000 on March 15, 2015. | | | | | | | | |
| | Name | | 2014 Salary | | 2015 Salary | | Change |
| | Jeremy J. Male | | $1,350,000 | | $1,350,000 | | 0% |
| | Donald R. Shassian | | $650,000 | | $650,000 | | 0% |
| | Clive Punter | | $550,000 | | $550,000 | | 0% |
| | Andrew Sriubas | | $550,000 | | $550,000 | | 0% |
| | Richard H. Sauer | | $450,000 | | $475,000 | | 6% |
$650,000. Effective October 6, 2017, the Compensation Committee, in connection with Mr. Punter’s new employment agreement, increased Mr. Punter’s annual salary from $550,000 to $620,000. See “—Employment Agreements.”
|
| | | | | | |
Name | | 2016 Salary | | 2017 Salary | | Change |
Jeremy J. Male | | $1,350,000 | | $1,350,000 | | 0% |
| | | | | | |
Donald R. Shassian | | $650,000 | | $650,000 | | 0% |
| | | | | | |
Andrew R. Sriubas | | $550,000 | | $650,000 | | 18% |
| | | | | | |
Clive Punter | | $550,000 | | $620,000 | | 13% |
| | | | | | |
Richard H. Sauer | | $500,000 | | $575,000 | | 15% |
Performance-Based Compensation—Executive Cash Bonus Plan
Ultimately, the goal of the plan is to reward behaviors that create value for our stockholders. More specifically, the
OUTFRONT Media Inc. Amended and Restated Executive Bonus Plan
(the “Amended and Restated Executive Bonus Plan”) is designed to motivate NEOs to:
| |
ü | Manage and control costs |
| |
ü | Achieve rigorous individual goals that are linked to our strategic plan |
These behaviors are measured through financial metrics, and, to a lesser extent, qualitative metrics as illustrated in the table below.
| | | | | | | | |
| | Metric | | Weighting | | Payout Downside (% of Target) | | Payout Upside (% of Target) |
| | Weighted Average Achievement of Adjusted OIBDA and AFFO | | 67% (75% Adjusted OIBDA, 25% AFFO) | | 50% | | 200% |
| | Individual Performance | | 33% | | |
|
| | | | | | |
Metric | | Weighting | | Payout Downside (% of Target) | | Payout Upside (% of Target) |
Financial Performance: Weighted Average Achievement of Adjusted OIBDA and AFFO | | 67% (75% Adjusted OIBDA, 25% AFFO) | | 50% | | 200% |
| | | | |
Individual Performance | | 33% | | |
|
| | |
The Company continues to use Adjusted OIBDA as a metric because it remains 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. In 2015, the Committee approvedThe Company uses AFFO as the second metric (replacing free cash flow) because, like Adjusted OIBDA, management uses AFFO in managing the business and it is an important indicator of our operational strength and business performance. We believe the Adjusted OIBDA and AFFO metrics provide a more meaningful comparison of our Company’s operating performance to other companies in our industry as well as to REITs. | | Adjusted OIBDA and AFFO were selected and approved by the Committee as metrics for the Amended and Restated Executive Bonus Plan. These metrics are seen as critical to our long-term strategic plan, and are the most prominent two metrics tracked by our management and the investment community. |
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 our compensation consultant, the Committee chose to set the Amended and Restated Executive Bonus Plan thresholds, targets and maximums for fiscal year
20152017 using
analyst consensusbudgeted earnings estimates, which consider macroeconomic factors,
analyst estimates and
projected out-of-home advertising industry growth, as well as the Company’s financial and operational performance.
For purposes of Section 162(m)
(before it was amended effective as of January 1, 2018), the Committee
useshas used, including in 2017, a two-step approach to determine the amount of bonuses paid to NEOs. The first step is to fund the overall bonus pool, which occurs if the Company achieves pre-determined performance thresholds. The second step is for the Committee to exercise negative discretion to reflect Company and individual performance. This process is depicted in the flow-chart below.
Goal-Setting Process
| | | | | | | | | | | | |
• Management develops budgeted AFFO and Adjusted OIBDA performance goals
| | + | | • Analyst guidance for the upcoming year is reviewed
• Company reviews prior-year(s) performance
| | + | | • Threshold, target and maximum performance goals are developed in consideration of these factors
| | + | | • Management reports recommendation to Committee for final approval
|
Initial Funding
|
If threshold performance* is achieved, the bonus pool funds at the lesser of:
(a) 8x NEO base salaries and (b) $15 million
*Threshold = 50% of Budgeted Adjusted OIBDA
|
À
Measurement of Financial Performance
|
The Committee evaluates actual performance relative to Adjusted OIBDA and AFFO performance goals to determine payouts; and applies straight-line
interpolation for determining potential payouts for performance that falls
between threshold, target and maximum
|
À
Final Payout
|
The Committee exercises its negative discretion by considering the individual performance of the NEOs as well as major strategic initiatives that were achieved during the year
|
Determining the
20152017 Payout
The chart below summarizes the Committee’s review of
20152017 performance and the resulting Amended and Restated Executive Bonus Plan 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.” |
|
| | | | | | | |
Payout Funding |
Threshold Performance Achieved ü | In 2017, the minimum threshold goal was achieved. Adjusted OIBDA achievement for cash bonus plan purposes was $441.1 million, which was (a) greater than 50% of target Adjusted OIBDA ($240 million) and (b) $57.1 million above the threshold requirement of $384 million. AFFO achievement for cash bonus plan purposes was $274.2 million, which was $26.2 million above the threshold requirement of $248 million. |
Financial Performance |
As noted previously, 67% of the NEOs’ annual cash bonus payout is based on the weighted average achievement of target Adjusted OIBDA and target AFFO, 75% and 25% respectively, under the Committee’s use of negative discretion. The table below depicts the (1) threshold, target and maximum performance amounts used to guide negative discretion, (2) actual performance achievement for 2017 for these underlying metrics and (3) the resulting weighted average performance achievement for 2017 for financial performance. |
2017 Performance Goal | Weighting | Actual | Threshold | Target | Maximum | Achievement |
Adjusted OIBDA* | 75% | $441.1 | $384.0 | $480.0 | $528.0 | 91.9% x 75% = 68.9% |
AFFO* | 25% | $274.2 | $248.0 | $310.0 | $341.0
| 88.5% x 25% = 22.1% |
2017 Weighted Average Financial Achievement | | 91% of target |
2017 Final Funding | | 78% 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—2017 Company Performance Highlights,” were further adjusted to exclude certain acquisitions. |
For 2017, the financial weighted average achievement of target Adjusted OIBDA and target AFFO was 91%, which resulted in funding a bonus pool for our NEO’s. The Committee then applied the weighted average achievement of both metrics against a pre-defined bonus payout scale approved by the Committee in early 2017. Our pre-defined bonus payout scale applies an increased payout of 25% for every 2.5% weighted average achievement above target, and a decreased payout of 12.5% for every 5% weighted average achievement below target. If the performance achievement results in a percentage between two performance levels on the scale, the bonus payout is interpolated. Since the financial weighted average achievement for 2017 was at 91%, applying interpolation, the bonus payout was funded at 78%. |
Actual Performance Results |
In early 2018, Mr. Male reviewed and assessed the performance of each other NEO relative to the Company performance objectives outlined below, which were established in early 2017. 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 NEO and Company performance objectives in 2017 were as follows: |
ü | Secure a long-term renewal of our transit advertising and communications concessions agreement for subway, commuter rail and buses with the MTA |
ü | Strategic acquisitions in the United States and Canada |
ü | Static billboard to digital conversions and deployment of new digital displays |
ü | Technology enhancements of our business, assets and products |
ü | Implementation of initiatives to address cost savings and revenue enhancements |
ü | Renew key executive employment agreements and formulate plan for CEO and executive officer succession |
| | | | | | | |
After reviewing Mr. Male’s recommendations, the Committee, using negative discretion, determined that for the 33% individual performance component of each NEO’s annual bonus, the funding would be set at the same funding level as the 91% financial performance component because the Committee believes that the NEOs equally collaborate on the Company’s performance objectives, and their respective individual performances are tied to the Company’s financial performance. |
|
| | | | | | | |
2017 Final Payouts |
| | Target Bonus Opportunity | Actual Bonus Paid |
NEO | As a % of Base Salary | ($) | As a % of Target Bonus Opportunity | ($) |
Jeremy J. Male | 100% | 1,350,000 | 78% | 1,053,000 |
Donald R. Shassian* | 85% | 552,500 | 78% | 430,950 |
Andrew Sriubas* | 85% | 472,719 | 78% | 368,721 |
Clive Punter* | 75% | 425,014 | 78% | 331,511 |
Richard H. Sauer* | 65% | 361,829 | 78% | 282,226 |
| | | | | | | |
* In 2017, the Committee, pursuant to the negotiation of new employment agreements with the Company’s NEOs, increased Mr. Sauer’s annual target bonus opportunity from 60% to 65%, and increased each of Messrs. Shassian and Sriubas’s respective annual target bonus opportunities from 75% to 85% of their respective salaries. In addition, the payment of each of Messrs. Punter, Sauer, and Sriubas’s target bonus was pro-rated for 2017 in two parts, with the first part of the pro-rated portion based on each of his respective annual salaries and target bonus percentages in effect from January 1, 2017 until the effective date of each of his respective new employment agreements (October 6, 2017, March 1, 2017 and July 28, 2017, respectively), and the remaining pro-rated portion based on each of his respective annual salaries and target bonus percentages as of the effective date of each of his respective new employment agreements. See “—Employment Agreements.” |
Performance-Based Compensation—Long-Term Equity Incentive Compensation
The Company provides long-term equity incentive compensation to the NEOs that is intended to:
| |
ü | | Balance (1) stockholder alignment, (2) line-of-sight to critical financial metrics and (3) long-term retention |
| |
ü | | Reflect typical market practice of our peer group and similarly-sized general industry companies |
| |
ü | | Align with our stated pay-for-performance compensation philosophy |
The Company’s long-term equity incentive compensation is comprised of two separate components:
| | | | |
| | | |
Type of Long-Term Equity Incentive Compensation | Weighting | Overview | | Rationale |
| | Type of Long-
Term Equity
Incentive
Compensation
| | Weighting | | Overview | | Rationale |
| | | | |
| | PRSUs | | 60% | | ü Must be earned Earned based on one-year Adjusted OIBDA and AFFO performance weighted 75% and 25%, respectively | | ü Based on financial metrics that are (1) directly linked to stock price growth, (2) market-competitive, and (3) well understood by management |
| | | | | ü Any earned RSUsPRSUs are also subject to additional ratable vesting over a three-year period following the year of grant | | ü Provides alignment with stockholders |
| | | | ü Fosters retention
|
| | TRSUs | | 40% | | ü Vests ratably over a three-year period following the year of grant
| | ü Fosters retention
|
| | | | | | ü Provides alignment with stockholders
|
ü Fosters retention |
Similar to
2014,2016, on February
18, 2015,16, 2017, the Company made a grant of PRSUs to its NEOs. The PRSUs are subject to pre-established levels of AFFO and Adjusted OBIDA that were approved by the Committee. The PRSUs are fully at risk, in that they are not
earnedeligible to vest unless the
target Adjusted OIBDA for 2017 exceeds 50%. The number of PRSUs to be awarded is then determined based on the Company
achieves performanceachieving an 80% or greater weighted average achievement of
at least 80% relative to both metrics.a combination of target Adjusted OIBDA (weighing 75%), and target AFFO (weighing 25%). The table below illustrates the
payperformance and
performancepayout schedule applicable to the
20152017 grant of PRSUs. The Company applies a straight-line interpolation methodology for performance between 80% and
120%110% of target.
| | | | | | |
| | | |
| | Performance and Payout Schedule | | Level of Performance (Relative to Target Performance) | | Level of Payout (Relative to Target # of PRSUs Granted) |
| | Below Threshold | | < 80% | | 0% |
| | Threshold | | 80% | | 60% |
| | Target | | 100% | | 100% |
| | Maximum | | 110% | | 120% |
|
| | |
Performance and Payout Schedule | Level of Performance (Relative to Target Performance) | Level of Payout (Relative to Target # of PRSUs Granted) |
Below Threshold | <80% | 0% |
Threshold | 80% | 60% |
Target | 100% | 100% |
Maximum | ≥110% | 120% |
The Committee considered a number of factors when establishing each NEO’s
20152017 total grant value:
| |
ü | Recommendations from the Chief Executive Officer (excluding for his own role) based on the Company performance objectives described above |
| ü | Extraordinary work relating to the Separation (as defined below), our REIT conversion and our acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC |
| ü | Market data and consultation provided by ClearBridge |
| |
ü | Existing contractual obligations through employment agreements |
| |
ü | Potential levels of dilution |
| |
ü | Internal equity amongst the NEO group |
| |
ü | The desire to shift to place more emphasis on long-term incentives from a pay mix perspective |
The table below provides the total
20152017 grant-date value and the number of target PRSUs and TRSUs that were granted to each NEO.
| | | | | | | | | | | | | | |
| | | |
| | NEO | | Total 2015 Grant Value | | | Number of Units Granted in 2015 | |
| | | Target PRSUs | | | TRSUs | |
| | Jeremy J. Male* | | | $3,750,000 | | | | 75,503 | | | | 50,335 | |
| | Donald R. Shassian* | | | $2,000,000 | | | | 40,268 | | | | 26,845 | |
| | Clive Punter | | | $750,000 | | | | 15,100 | | | | 10,067 | |
| | Andrew Sriubas | | | $750,000 | | | | 15,100 | | | | 10,067 | |
| | Richard H. Sauer* | | | $570,000 | | | | 11,476 | | | | 7,651 | |
|
| | | |
| Total 2017 | Number of Units Granted in 2017 |
NEO | Grant Value | Target PRSUs | TRSUs |
Jeremy J. Male | $3,000,000 | 66,176 | 44,117 |
Donald R. Shassian* | $2,300,000 | 50,735 | 33,823 |
Andrew R. Sriubas** | $1,400,000 | 16,544 | 37,581 |
Clive Punter | $750,000 | 16,544 | 11,029 |
Richard H. Sauer | $600,000 | 13,235 | 8,823 |
| |
* | Effective January 1, 2017, the Committee, in its discretion,pursuant to Mr. Shassian’s new employment agreement, increased the target value of Messrs. Male andMr. Shassian’s long-term equity incentive compensation from $1,700,000 to $2,300,000 based on a competitive market review. |
| |
** | In 2017, the Committee, pursuant to Mr. Sriubas’s new employment agreement, awarded a grant of time-based restricted share units to Mr. Sriubas, with a value and, as required byof $650,000, in connection with the renewal provisions of his employmentthe Company’s advertising agreement with the target value of Mr. Sauer’s long-term equity incentive compensation increased.New York MTA. See “—Employment Agreements,” and “—2017 Summary Compensation Discussion and Analysis—Employment Agreements.Table.” In addition, based on the factors considered by the Committee, as described above, the Committee, in its discretion, increased Messrs. Male, Shassian and Sauer’s grant values above their target amounts. |
In February
2016,2018, 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)2017) and, accordingly, the number of PRSUs actually earned based on our performance relative to the performance goals established by the Committee for the
20152017 calendar year.
The number of shares earned upon vesting of the PRSUs is determined in accordance with the performance and payout schedule described in the table above.
For
2015,achievement at intermediate points between 80% and 100% and between 100% and 110%, the number of shares to be delivered is interpolated. For 2017, we achieved
96%91% of the
target weighted average achievement of a combination of
target Adjusted OIBDA and
target AFFO, which resulted in final PRSUs eligible to vest in
20152017 at
91%82% of target PRSUs. This outcome reflects the interpolated result from applying the weighted average achievement of both metrics against our pre-defined equity payout scales. The table below sets forth the number of PRSUs earned in
20152017 and eligible to vest in accordance with the time-based vesting schedule described below.
| | | | | | | | | | | | |
| | | |
| | NEO | | Target Number of PRSUs Granted in 2015 | | Actual Number of PRSUs Earned Based on 2015 Performance |
| | Jeremy J. Male | | | | 75,503 | | | | | 68,708 | |
| | Donald R. Shassian | | | | 40,268 | | | | | 36,645 | |
| | Clive Punter | | | | 15,100 | | | | | 13,743 | |
| | Andrew Sriubas | | | | 15,100 | | | | | 13,743 | |
| | Richard H. Sauer | | | | 11,476 | | | | | 10,444 | |
|
| | |
NEO | Target Number of PRSUs in 2017 | Actual Number of PRSUs Earned Based on 2017 Performance |
Jeremy J. Male | 66,176 | 54,264 |
Donald R. Shassian | 50,735 | 41,603 |
Andrew R. Sriubas | 16,544 | 13,566 |
Clive Punter | 16,544 | 13,566 |
Richard H. Sauer | 13,235 | 10,853 |
The TRSUs and the earned PRSUs generally vest in equal installments on each of February
19, 2016, 2017,16, 2018, 2019, and
20182020 subject to each NEO’s respective continued employment through the applicable vesting date and the terms of his employment agreement and/or 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 2015, 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 our NEOs. The primary purpose of the Fund-the-Future program was to provide additional income to employees who do not otherwise receive targeted long-term equity incentive compensation for Company performance. For 2015, the Board decided to award a number of TRSUs to all participants in the program based on the employee’s annual base pay (capped at $500,000) or benefit base pay, on February 19, 2015 (the date of grant), multiplied by 2.5% and then divided by our common stock price of $29.83 on the date of grant.
Pursuant to the Fund-the-Future program, the Board granted the following NEO’s TRSUs:
| | | | |
| | |
| | NEO
| | Number of
TRSUs
|
| | Jeremy J. Male
| | 419 |
| | Donald R. Shassian
| | 419 |
| | Clive Punter
| | 419 |
| | Andrew Sriubas
| | 419 |
| | Richard H. Sauer
| | 377 |
These Fund-the-Future TRSUs generally vest in equal installments on each of the first three anniversaries of February 19, 2015, subject to the NEO’s continued employment through the applicable vesting date and the terms of his employment agreement and/or equity award. If we pay regular cash dividends on our common stock, the holders of these TRSUs will be eligible for cash dividend equivalents payments at the time and to the extent that the related TRSUs vest and are settled.
Retirement and Deferred Compensation Plans
The 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. During
2015,2017, we provided participating NEOs with matching contributions in the 401(k) Plan and the Excess 401(k) Plan as we believe this benefit is reasonable and market-competitive.
Information regarding the participation by our NEOs in the Excess 401(k) Plan is set forth in the
20152017 Nonqualified Deferred Compensation table and the narratives following this table. The Excess 401(k) Plan provides our senior executives with the opportunity to save for retirement beyond the qualified plan limitations.
Other Compensation (Other Personal Benefits)
Pursuant to
Messrs. Male andMr. Punter’s
previous employment
agreements, they were eachagreement which expired on October 5, 2017, Mr. Punter was eligible to receive certain contractual
housing and travel benefits,
during the first year of their respective agreements. The Company paid suitable housing expenses for Mr. Male and his family for a period of twelve months following the effective date of the employment agreement, and trips to visit family in the United Kingdom during the same period of time. The Committee approved for Mr. Male’s housing costs and trip costs 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, including
one trip to New York, 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 reimbursablefor 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.family until October 5, 2017. To the extent any of
thesethe payments made to
Messrs. Male andMr. Punter
arewere taxable, the Company
willwas required to make an additional payment to
themhim in an amount that, after payment of all taxes payable by
themhim with respect to the additional payment,
willwould equal the amount of all taxes payable by
themhim with respect to the related reimbursement.
Mr. Punter no longer receives this benefit under his new employment agreement. Other than as described above,
for Messrs. Male and Punter, our NEOs do not receive any other perquisites or personal benefits. See
“Compensation Discussion and Analysis—sections entitled “—Employment Agreements” and “—
20152017 Summary Compensation Table.”
Stock Ownership Guidelines
To better align the interests of our executive team with those of our stockholders, we
formallyhave adopted stock ownership guidelines for
our executive
officers in October 2015.officers. Ownership in the Company is evidence of the confidence our executives have in the Company’s long-term performance.
| |
ü | Chief Executive Officer: 5x base salary |
| |
ü | Chief Financial Officer: 3x base salary |
| |
ü | Other executive officers: 2x base salary |
Shares considered “owned” for purposes of complying with the stock ownership guidelines are:
| |
ü | Shares of stock owned individually or jointly, or in trusts owned by the executive |
| |
ü | PRSUs once performance level and number of PRSUs earned have been determined |
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 executive will need to maintain a level of ownership in either 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 the share price) or the current 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 Committee regarding ownership levels.
As of December 31, 2015,2017, Messrs. Male, Punter, Sauer, Shassian and ShassianSriubas had met their respective ownership guidelines. The other NEOs are expected
Clawback Policy
In 2017, the Board voluntarily adopted a recoupment or “clawback” policy. In the event the Company is required to
meetprepare an accounting restatement due to the
stock ownership guidelinesCompany’s material noncompliance with any financial reporting requirement under the securities laws to correct a material error, and the Board determines that an officer (as defined under SEC Rule 16a-1(f)) has willfully committed an act of fraud or dishonesty in
2016.the performance of his or her duties that contributed to the material noncompliance that resulted in the Company’s obligation to prepare the accounting restatement, then the Board will direct the Company to recoup from the culpable officer all excess incentive compensation received during the reporting period or periods impacted by the accounting restatement.
Compensation Deductibility Policy
Section 162(m) of the Code generally limits to $1 million the federal tax deductibility of compensation paid in one year to
the Chief Executive Officer and the three most highly compensatedcertain of our executive officers
(other than the Chief Financial Officer) employed by us at the end of the year. Compensation(and, beginning in 2018, certain former executive officers). Historically, compensation that
satisfiessatisfied the Code’s requirements for “performance-based compensation”
iswas not subject to this deduction limitation.
This performance-based exception has now been repealed, effective for taxable years beginning after December 31, 2017, except for certain compensation arrangements in place as of November 2, 2017 for which transition relief is available. Our Committee considers deductibility as just one factor in determining the form and terms of compensation we provide. In certain circumstances, the Committee may
decide to granthave granted compensation that will not qualify as “performance-based” for purposes of Section 162(m)
, as in effect prior to 2018, including when, in the Committee’s judgment, certain compensation
iswas needed to achieve the Committee’s overall compensation objectives.
We
continue to evaluate the impact of the recent revisions to Section 162(m), but regardless of that impact we reserve the right to
awardprovide compensation that
doesmay not
qualify as “performance-based”be deductible for
purposes of Section 162(m), including under the Amended and Restated Executive Bonus Plan and the Amended and Restated Omnibus SIP.federal income tax purposes. Moreover, even if the Committee
intendsintended to grant compensation that
qualifiesmight qualify as “performance-based” for purposes of Section 162(m), we cannot guarantee that such compensation will so qualify or ultimately will be deductible.
Compensation Risk Assessment
In
2015,2017, as part of the Company’s enterprise risk management process, our
Executive Vice President and Chief Financial Officer,
Executive Vice President, Chief Human Resources Officer,
Executive Vice President, General Counsel,
and Secretary, Vice President, Internal Audit,
Senior Vice President, Controller,
Vice President, Assistant General CounselCorporate Secretary and
the Senior Director
of 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
20152017 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
20162018 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,
2015,2017, which was filed with the Securities and Exchange Commission on February
29, 2016.28, 2018.
Members of the Compensation Committee
Peter Mathes, Chair
William ApfelbaumAngela Courtin
2015
2017 Summary Compensation Table
The following table presents summary information regarding the
total compensation awarded to, earned by, or paid to each of the NEOs for services rendered to us for the years ended December 31,
2015, 20142017, 2016 and
2013,2015, as applicable.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position (a)(1) | | Year (b) | | | Salary ($)(c)(2) | | | Bonus ($)(d) | | | Stock Awards ($)(e)(3) | | | Option Awards ($)(f) | | | Non-Equity Incentive Plan Compensation ($)(g)(2)(4) | | | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(h) | | | All Other Compensation ($)(i)(5) | | | Total ($)(j) | |
Jeremy J. Male | | | 2015 | | | | 1,349,999 | | | | — | | | | 3,766,246 | | | | — | | | | 1,201,500 | | | | — | | | | 428,044 | | | | 6,745,789 | |
Chairman and | | | 2014 | | | | 1,349,999 | | | | — | | | | 3,968,238 | | | | — | | | | 1,377,000 | | | | — | | | | 683,985 | | | | 7,379,222 | |
Chief Executive Officer | | | 2013 | | | | 389,423 | | | | 1,279,000 | | | | 2,199,910 | | | | 799,997 | | | | — | | | | — | | | | 4,077 | | | | 4,672,407 | |
Donald R. Shassian | | | 2015 | | | | 650,000 | | | | — | | | | 2,014,480 | | | | — | | | | 433,875 | | | | — | | | | 6,382 | | | | 3,104,737 | |
Executive Vice | | | 2014 | | | | 650,000 | | | | — | | | | 2,496,215 | | | | — | | | | 585,000 | | | | — | | | | 102,909 | | | | 3,834,124 | |
President, Chief Financial Officer | | | 2013 | | | | 67,500 | | | | — | | | | 499,974 | | | | — | | | | — | | | | — | | | | 168 | | | | 567,642 | |
Clive Punter Executive Vice President, Chief Revenue Officer | | | 2015 | | | | 550,000 | | | | — | | | | 763,230 | | | | — | | | | 367,125 | | | | — | | | | 180,467 | | | | 1,860,823 | |
Andrew R. Sriubas | | | 2015 | | | | 550,000 | | | | — | | | | 763,230 | | | | — | | | | 367,125 | | | | — | | | | 9,555 | | | | 1,689,911 | |
Executive Vice President, Strategic Planning & Development | | | 2014 | | | | 232,692 | | | | 177,432 | | | | 749,958 | | | | — | | | | — | | | | — | | | | 25,323 | | | | 1,185,405 | |
Richard H. Sauer | | | 2015 | | | | 470,673 | | | | — | | | | 581,804 | | | | — | | | | 211,375 | | | | — | | | | 9,754 | | | | 1,273,606 | |
Executive Vice | | | 2014 | | | | 442,710 | | | | — | | | | 310,953 | | | | — | | | | 270,000 | | | | — | | | | 29,225 | | | | 1,052,888 | |
President, General Counsel and Secretary | | | 2013 | | | | 397,375 | | | | — | | | | 109,868 | | | | — | | | | 197,926 | | | | — | | | | 9,538 | | | | 714,707 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position(a) | | Year (b) | | Salary ($)(c)(1) | | Bonus ($)(d) | | Stock Awards ($)(e)(2) | | Option Awards ($)(f) | | Non-Equity Incentive Plan Compensation ($)(g)(1)(3) | | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(h) | | All Other Compensation ($)(i)(4) | | Total ($)(j) |
Jeremy J. Male | | 2017 | | 1,349,999 |
| | — |
| | 2,999,970 |
| | — |
| | 1,053,000 |
| | — |
| | 1,260 |
| | 5,404,229 |
|
Chairman and Chief Executive Officer | | 2016 | | 1,349,999 |
| | — |
| | 2,999,987 |
| | — |
| | 1,228,500 |
| | — |
| | 1,260 |
| | 5,579,746 |
|
| 2015 | | 1,349,999 |
| | — |
| | 3,766,246 |
| | — |
| | 1,201,500 |
| | — |
| | 428,044 |
| | 6,745,789 |
|
Donald R. Shassian | | 2017 | | 650,000 |
| | — |
| | 2,299,978 |
| | — |
| | 430,950 |
| | — |
| | 10,269 |
| | 3,391,197 |
|
Executive Vice President, Chief Financial Officer | | 2016 | | 650,000 |
| | — |
| | 1,699,969 |
| | — |
| | 443,625 |
| | — |
| | 10,094 |
| | 2,803,688 |
|
| 2015 | | 650,000 |
| | — |
| | 2,014,480 |
| | — |
| | 433,875 |
| | — |
| | 6,382 |
| | 3,104,737 |
|
Andrew Sriubas | | 2017 | | 590,769 |
| | — |
| | 1,399,979 |
| | — |
| | 368,721 |
| | — |
| | 10,143 |
| | 2,369,612 |
|
Chief Commercial Officer(5) | | 2016 | | 550,000 |
| | — |
| | 749,983 |
| | — |
| | 375,375 |
| | — |
| | 9,969 |
| | 1,685,327 |
|
| | 2015 | | 550,000 |
| | — |
| | 763,230 |
| | — |
| | 367,125 |
| | — |
| | 9,555 |
| | 1,689,911 |
|
Clive Punter | | 2017 | | 565,077 |
| | — |
| | 749,986 |
| | — |
| | 331,511 |
| | — |
| | 73,999 |
| | 1,720,573 |
|
Executive Vice President, Chief Revenue Officer | | 2016 | | 550,000 |
| | — |
| | 749,983 |
| | — |
| | 375,375 |
| | — |
| | 80,970 |
| | 1,756,328 |
|
| 2015 | | 550,000 |
| | — |
| | 763,230 |
| | — |
| | 367,125 |
| | — |
| | 180,467 |
| | 1,860,823 |
|
Richard H. Sauer | | 2017 | | 561,442 |
| | — |
| | 599,978 |
| | — |
| | 282,226 |
| | — |
| | 10,080 |
| | 1,453,726 |
|
Executive Vice President, General Counsel | | 2016 | | 493,365 |
| | — |
| | 599,975 |
| | — |
| | 273,000 |
| | — |
| | 9,855 |
| | 1,376,195 |
|
| 2015 | | 470,673 |
| | — |
| | 581,804 |
| | — |
| | 211,375 |
| | — |
| | 9,754 |
| | 1,273,606 |
|
(1) |
| Mr. Punter was appointed as an executive officer of the Company in 2014 and first became an NEO for 2015. | | | |
| | | | |
(2) | |
(1) | Salary and Non-Equity Incentive Plan Compensation for 20152017 include amounts deferred under qualified and nonqualified arrangements. |
(3) | |
(2) | For stock awards made in 2015,2017, these amounts reflect the aggregate grant date fair values of grants under the Amended and Restated Omnibus SIP, determined in accordance with FASB ASC Topic 718,Compensation—Compensation—Stock Compensation. For the PRSUs granted in 20152017 to Messrs. Male, Shassian, Sriubas, Punter and Sauer Sriubas(representing $1,799,987, $1,379,992, $449,997, $449,997 and Punter (representing $2,252,254, $1,201,194, $342,329, $450,433 and $450,433,$359,992, respectively, of the aggregate grant date values included in column (e)), the maximum grant date value, determined in accordance with FASB ASC Topic 718, would be $2,702,717, $1,441,445, $410,789, $540,520$2,159,985, $1,655,990, $539,996, $539,996 and $540,520,$431,990, respectively. The assumptions upon which these amounts are based are set forth in note 1312 to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.2017. |
(4) | |
(3) | Amounts represent the annual bonus earned for 20152017 under the Amended and Restated Executive Bonus Plan. See “—Compensation Discussion and Analysis—Elements of 20152017 NEO Compensation—Performance-based Compensation-ExecutiveCompensation—Executive Cash Bonus Plan.” |
(5) | |
(4) | The following table and footnotes describe each component of the “All Other Compensation” column for 2015:2017: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Named Executive Officer | | Company Contribution to 401(k) Plan ($) | | | Company Contribution to 401(k) Excess Plan/Deferred Compensation Arrangement ($) | | | Company-Paid Life Insurance ($) | | | Housing, Relocation and Travel Reimbursement ($)(a) | | | Tax Reimbursement ($)(b) | | | Severance Payments/ Benefits ($) | | | Total ($) | |
Jeremy J. Male | | | — | | | | — | | | | 1,008 | | | | 207,879 | | | | 219,157 | | | | — | | | | 428,044 | |
Donald R. Shassian | | | 5,727 | | | | — | | | | 655 | | | | — | | | | — | | | | — | | | | 6,382 | |
Clive Punter | | | 9,275 | | | | — | | | | 555 | | | | 100,300 | | | | 70,337 | | | | — | | | | 180,467 | |
Andrew R. Sriubas | | | 9,000 | | | | — | | | | 555 | | | | — | | | | — | | | | — | | | | 9,555 | |
Richard H. Sauer | | | 9,275 | | | | — | | | | 479 | | | | — | | | | — | | | | — | | | | 9,754 | |
|
| | | | | | | | | | | | | | | | |
Named Executive Officer | | Company Contribution to 401(k) Plan ($) | | Company Contribution to 401(k) Excess Plan/Deferred Compensation Arrangement ($) | | Company-Paid Life Insurance ($) | | Housing, Relocation and Travel Reimbursement ($)(a) | | Tax Reimbursement ($)(b) | | Severance Payments/Benefits ($) | | Total ($) |
Jeremy J. Male | | — | | — | | 1,260 |
| | — | | — | | — | | 1,260 |
|
Donald R. Shassian | | 9,450 | | — | | 819 |
| | — | | — | | — | | 10,269 |
|
Andrew Sriubas | | 9,450 | | — | | 693 |
| | — | | — | | — | | 10,143 |
|
Clive Punter | | 9,450 | | 16,816 | | 693 |
| | 20,782 | | 26,258 | | — | | 73,999 |
|
Richard H. Sauer | | 9,450 | | — | | 630 |
| | — | | — | | — | | 10,080 |
|
| |
(a) | For Messrs. Male andMr. Punter, the amountsamount shown reflect housing, relocation andreflects a travel allowance pursuant to their respectivehis previous employment agreements.agreement. |
| |
(b) | For Messrs. Male andMr. Punter, the amountsamount shown reflectreflects tax reimbursement associated with housing, relocation andthe travel allowance pursuant to their respectivehis previous employment agreements.agreement. |
| |
(5) | Effective July 28, 2017, Mr. Sriubas was appointed to the role of Chief Commercial Officer. |
2017 Grants of Plan-Based Awards
The following table sets forth information concerning grants of non-equity and equity incentive awards to the NEOs under the Company’s Amended and Restated Executive Bonus Plan and the Amended and Restated Omnibus SIP for the year ended December 31,
2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Grant Date | | | Committee Action Date(1) | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | |
| | | Threshold ($)(2) | | | Target ($)(2) | | | Maximum ($)(2) | | | Threshold (#)(3) | | | Target (#)(3) | | | Maximum (#)(3) | | | | | |
Jeremy J. Male | | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 419 | (5) | | | — | | | | — | | | | 12,499 | |
| | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 50,335 | (6) | | | — | | | | — | | | | 1,501,493 | |
| | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | 45,302 | | | | 75,503 | | | | 90,604 | | | | — | | | | — | | | | — | | | | 2,252,254 | |
| | | — | | | | — | | | | 675,000 | | | | 1,350,000 | | | | 2,700,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | |
Donald R. Shassian | | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 419 | (5) | | | — | | | | — | | | | 12,499 | |
| | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 26,845 | (6) | | | — | | | | — | | | | 800,786 | |
| | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | 24,161 | | | | 40,268 | | | | 48,322 | | | | | | | | — | | | | — | | | | 1,201,194 | |
| | | — | | | | — | | | | 243,750 | | | | 487,500 | | | | 975,000 | | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | | |
Clive Punter | | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 419 | (5) | | | — | | | | — | | | | 12,499 | |
| | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,067 | (6) | | | — | | | | — | | | | 300,299 | |
| | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | 9,060 | | | | 15,100 | | | | 18,120 | | | | — | | | | — | | | | — | | | | 450,433 | |
| | | — | | | | — | | | | 206,250 | | | | 412,500 | | | | 825,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | |
Andrew Sriubas | | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 419 | (5) | | | — | | | | — | | | | 12,499 | |
| | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,067 | (6) | | | — | | | | — | | | | 300,299 | |
| | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | 9,060 | | | | 15,100 | | | | 18,120 | | | | — | | | | — | | | | — | | | | 450,433 | |
| | | — | | | | — | | | | 206,250 | | | | 412,500 | | | | 825,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | |
Richard H. Sauer | | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 377 | (5) | | | — | | | | — | | | | 11,246 | |
| | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,651 | (6) | | | — | | | | — | | | | 228,229 | |
| | | 2/19/2015 | | | | 2/19/2015 | | | | — | | | | — | | | | — | | | | 6,886 | | | | 11,476 | | | | 13,771 | | | | — | | | | — | | | | — | | | | 342,329 | |
| | | — | | | | — | | | | 118,750 | | | | 237,500 | | | | 475,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | |
2017.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Committee Action Date(1) | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | Estimated Possible Payouts Under Equity Incentive Plan Awards(3) | | All Other Stock Awards:Number of Shares of Stock or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(4) |
Name | | Grant Date | | | Threshold ($)(2) | | Target ($)(2) | | Maximum ($)(2) | | Threshold ($)(3) | | Target ($)(3) | | Maximum ($)(3) | | | | |
Jeremy J. Male | | 2/16/2017 | | 2/16/2017 | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 44,117(5) |
| | — |
| | — |
| | 1,199,982 |
|
| | 2/16/2017 | | 2/16/2017 | | — |
| | — |
| | — |
| | 39,706 |
| | 66,176 |
| | 79,411 |
| | — |
| | — |
| | — |
| | 1,799,987 |
|
| | — | | — | | 675,000 |
| | 1,350,000 |
| | 2,700,000 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Donald R. Shassian | | 2/16/2017 | | 2/16/2017 | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 33,823(5) |
| | — |
| | — |
| | 919,986 |
|
| | 2/16/2017 | | 2/16/2017 | | — |
| | — |
| | — |
| | 30,441 |
| | 50,735 |
| | 60,882 |
| | — |
| | — |
| | — |
| | 1,379,992 |
|
| | — | | — | | 276,250 |
| | 552,500 |
| | 1,105,000 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Andrew R. Sriubas | | 2/16/2017 | | 2/16/2017 | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 11,029(5) |
| | — |
| | — |
| | 299,989 |
|
| | 2/16/2017 | | 2/16/2017 | | — |
| | — |
| | — |
| | 9,926 |
| | 16,544 |
| | 19,853 |
| | — |
| | — |
| | — |
| | 449,997 |
|
| | 11/9/2017 | | 10/25/2017 | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 26,552(5) |
| | — |
| | — |
| | 649,993 |
|
| | — | | — | | 236,360 |
| | 472,719 |
| | 945,438 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Clive Punter | | 2/16/2017 | | 2/16/2017 | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 11,029(5) |
| | — |
| | — |
| | 299,989 |
|
| | 2/16/2017 | | 2/16/2017 | | — |
| | — |
| | — |
| | 9,926 |
| | 16,544 |
| | 19,853 |
| | — |
| | — |
| | — |
| | 449,997 |
|
| | — | | — | | 212,507 |
| | 425,014 |
| | 850,028 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Richard H. Sauer | | 2/16/2017 | | 2/16/2017 | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 8,823(5) |
| | — |
| | — |
| | 239,986 |
|
| | 2/16/2017 | | 2/16/2017 | | — |
| | — |
| | — |
| | 7,941 |
| | 13,235 |
| | 15,882 |
| | — |
| | — |
| | — |
| | 359,992 |
|
| | — | | — | | 180,915 |
| | 361,829 |
| | 723,658 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| |
(1) | The “Committee Action Date” refers to the date on which the Committee approved the equity grant. See “—Compensation Discussion and Analysis—Elements of 20152017 NEO Compensation—Performance-Based Compensation-Long-TermCompensation—Long-Term Equity Incentive Compensation.” |
| |
(2) | Amounts shown in these columns represent the annual bonus opportunity under the Amended and Restated Executive Bonus Plan for 20152017 for each participating NEO. Each of Messrs. Sriubas, Punter, and Sauer’s target bonus was pro-rated for 2017 in two parts, with the first part of the pro-rated portion based on each of his respective annual salaries and target bonus percentages in effect from January 1, 2017 until the effective date of each of his respective new employment agreements (July 28, 2017, October 6, 2017, and March 1, 2017, respectively), and the remaining pro-rated portion based on each of his respective annual salaries and target bonus percentages as of the effective date of each of his respective new employment agreements. See “—Employment Agreements.” In order for bonuses to be funded under the Amended and Restated Executive Bonus Plan for 2015, we needed2017, the Company is required to achieve at least 80%50% of the weighted average achievement of a combination of the percentage of Adjusted OIBDA achieved against the 20152017 target Adjusted OIBDA and the percentage of AFFO actually achieved against the 2015 targeted AFFO with such weighted average achievement calculated by allocating a 75% weighting to the Adjusted OIBDA and a 25% weighting to AFFO (the “minimum(“minimum threshold funding goal”). If the minimum threshold funding goal was achieved, awards under the Amended and Restated Executive Bonus Plan would fund at the lesser of eight times each participating NEO’s base salary and $15 million (the “Award Limitation”). The Committee then exercises its negative discretion to determine actual bonus funding using the following percentages, 67% of the bonus funding is based on the Company’s financial performance and 33% of the bonus funding is subject to the Committee’s discretion and based on individual performance of the NEOs. In order to determine the financial performance portion of the bonus funding, the Committee calculates 80% of the weighted average achievement of a combination of the percentage of target Adjusted OIBDA achieved against the 2017 target Adjusted OIBDA and the percentage of target AFFO actually achieved against the 2017 target AFFO, with such weighted average achievement calculated by allocating a 75% weighting to the target Adjusted OIBDA and a 25% weighting to target AFFO. The amounts shown in the “Threshold” column represent the amount that the NEO could earn based on (a) achievement of 80% of the weighted average target Adjusted OIBDA and target AFFO metric for 2015,2017, weighted |
| 67% and (b) achievement of the qualitative ratingindividual performance component at 50%, weighted 33%. The amounts shown in the “Target” column represent the amount that the NEO could earn based on (a) achievement of 100% of the weighted average target Adjusted OIBDA and target AFFO metric for 2015,2017, weighted 67% and (b) achievement of the qualitative ratingindividual performance component at 100%, weighted 33%. The amounts shown in the “Maximum” column represents the amount that the NEO could earn based on (a) achievement of 120%110% of the weighted average target Adjusted OIBDA and target AFFO for 2015,2017, weighted 67% and (b) achievement of the qualitative ratingindividual performance component at 200%, weighted 33%, subject to the Award Limitation. The actual award is funded by applying the weighted average achievement of both metrics against our pre-defined bonus payout scale which applies an increased payout of 25% for every 2.5% weighted average achievement above target and a decreased payout of 12.5% for every 5% weighted average achievement below target. The actual bonus earned for 20152017 was determined by the Committee in early 2016,2018, as described above under “—Compensation Discussion and Analysis—Elements of 20152017 NEO Compensation—Performance-Based Compensation-ExecutiveCompensation—Executive Cash Bonus Plan,” and is set forth in the “Non-Equity Incentive Plan Compensation” column of the 20152017 Summary Compensation Table for all NEOs. |
| |
(3) | Amounts shown in these columns represent the PRSU portion of the 20152017 long-term incentive award granted to each participating NEO under the Amended and Restated Omnibus SIP. For 2015,2017, no PRSUs werebecome eligible to vest unless at least 80%the target Adjusted OIBDA ($480 million) for 2017 exceeds 50%. The number of PRSUs to be awarded is then determined based on the weighted averageCompany achieving target Adjusted OIBDA (weighted 75%) and target AFFO (weighted 25%) metric was achievedof at least 80% (the “2015“2017 Performance Goal”). The Company applies a straight-line interpolation methodology for performance between 80% and 110% of target. The amounts shown in the “Threshold” column represent the number of PRSUs (in other words, 60% of the target award) that would become eligible to vest at 80% achievement of the 20152017 Performance Goal. The amounts shown in the “Target” column represent the number of PRSUs (in other words 100% of the target award) that would become eligible to vest at 100% achievement of the 20152017 Performance Goal. The amounts shown in the “Maximum” column represent the number of PRSUs (in other words, 120% of the target award) that would become eligible to vest at achievement equal to or greater than 110% of the 20152017 Performance Goal. To the extent earned, the PRSUs generally vest in equal installments on each of February 19, 2016, 201716, 2018, 2019 and 2018,2020, subject to the NEO’s continued service on each applicable vesting date and the terms of his employment agreement and/or equity awards. See “—Employment“-Employment Agreements” and “—Potential Payments Upon Termination or Change in Control.” The actual number of PRSUs earned and eligible to vest for 20152017 was determined by the Committee in early 2015, as described under “—Compensation Discussion and Analysis— Elements of 2015 NEO Compensation—Performance-Based Compensation-Long-Term Equity Incentive Compensation.” |
2018, as described under “—Compensation Discussion and Analysis—Elements of 2017 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.”
| |
(4) | Amounts reflect the fair value on the date of grant, and, for awards subject to performance-based vesting conditions, based on the probable outcome of the performance conditions as of the grant date of the awards reported in the table, in all cases, calculated in accordance with FASB ASC Topic 718.718, Compensation—Stock Compensation. |
(5) | Represents the Company’s 2015 Fund-the-Future program grants, described below and above under “—Compensation Discussion and Analysis—Elements of 2015 NEO Compensation—Performance-Based Compensation-Long-Term Equity Incentive Compensation.” These TRSUs were granted under the Amended and Restated Omnibus SIP and generally vest in equal installments on February 19, 2016, 2017 and 2018, subject to the NEO’s continued service on each applicable vesting date and the terms of his employment agreement and/or equity awards. See “—Employment Agreements” and “—Potential Payments Upon Termination or Change in Control.” |
(6)(5) | Represents the TRSU portion of the 20152017 long-term equity incentive award granted to each participating NEO under the Amended and Restated Omnibus SIP, described under “—Compensation Discussion and Analysis—Elements of 20152017 NEO Compensation—Performance-Based Compensation-Long-TermCompensation—Long-Term Equity Incentive Compensation.” The TRSUs were granted under the Amended and Restated Omnibus SIP and generally vest in equal installments on each of February 19, 2016,16, 2018, 2019 and 2020, and with respect to Mr. Sriubas’s one-time equity grant on November 9, 2017, such one-time equity vests in equal installments on each of November 9, 2018, 2019 and 2018,2020, subject to the NEOs continued service on each applicable vesting date and the terms of his employment agreement and/or equity award. See “—Employment Agreements” and “—Potential Payments Upon Termination or Change in Control.” |
Description of Plan-Based Awards
Non-equity incentive awards and equity awards reported in the
20152017 Grants of Plan-Based Awards table were granted to the applicable NEOs under the Amended and Restated Executive Bonus Plan and the Amended and Restated Omnibus
SIP.SIP, respectively.
Annual Bonuses under the Amended and Restated Executive Bonus Plan
Please refer to the section entitled “—Compensation Discussion and Analysis—Elements of 20152017 NEO Compensation—Compensation—Performance-Based Compensation-ExecutiveCompensation—Executive Cash Bonus Plan” above for a description of the 20152017 annual cash bonus award opportunities.
The number of PRSUs and TRSUs awarded to each NEO was determined by dividing the target value to be delivered to each NEO by the closing price of a share of our common stock on the NYSE on February
19, 2015,16, 2017, the date of grant. As described above, the number of PRSUs actually earned by an NEO is determined based on the achievement of the applicable performance goal for
2015;2017; any earned PRSUs generally vest in substantially equal installments on each of February
19, 2016, 201716, 2018, 2019 and
2018.2020. The TRSUs generally vest in substantially equal installments on each of February
19, 2016, 201716, 2018, 2019 and
2018.Fund-the-Future Program Grants
The number of TRSUs awarded under the Fund-the-Future program during 2015 equaled the quotient derived by dividing (1) 2.5% of an individual’s eligible compensation (benefits base rate of pay in effect on the grant date, limited to a maximum of $500,000) by (2) the closing price of a share of our common stock on the NYSE on February 19, 2015. The TRSUs generally vest in substantially equal installments on each of February 19, 2016, 2017 and 2018.
2020.
As described above, all of the NEOs
entered into, or had
new employment arrangements
go into effect during
20152017 that set forth the terms and conditions of their employment with us.
The material terms of each of these agreements are necessary to an understanding of the information provided in the 2015 Summary Compensation Table and the 2015 Grants of Plan-Based Awards table. For the vesting terms of long-term equity incentive awards granted to the NEOs during
2015,2017, see “—
20152017 Grants of Plan-Based Awards.” For a description of the payments and benefits that would be provided to the NEOs in connection with a termination of their employment, see “—Potential Payments upon Termination or Change in Control.”
Effective September 18, 2013, we entered into an employment agreement with Mr. Male
(the “2013 employment agreement”) that
providesprovided for his employment as our Chief Executive Officer through September 17, 2016. In 2015, we exercised our option to extend Mr. Male’s term for a one-year period ending September
16,17, 2017, pursuant to the terms of his employment agreement. The
2013 employment agreement
providesprovided for an annual base salary of $1.35 million, and an annual target bonus opportunity equal to 85% of his annual salary
as in effect on November 1st of the calendar year to which the annual bonus relates (with a maximum bonus opportunity equal to 200% of his annual salary), which
arecompensation was subject to review and increase at the discretion of the Committee. In 2015, the Committee, in its discretion, increased Mr. Male’s annual target bonus opportunity to 100% of his annual
salary. Effective September 18, 2017, we entered into a new employment agreement with Mr. Male that provides for his continued employment as our Chief Executive Officer through September 17, 2020, with automatic one-year extensions if the employment agreement is not otherwise terminated by the Company or Mr. Male (the “2017 employment agreement”). The 2017 employment agreement provides for an annual base salary
in effect on November 1stof $1.35 million, and an annual target bonus opportunity equal to 100% of his annual salary (with a maximum bonus opportunity equal to 200% of his annual salary), which compensation is subject to review and increase at the discretion of the
calendar year to which the annual bonus relates.Committee.
Under the terms of
histhe 2013 employment agreement, Mr. Male became eligible to receive annual grants of long-term
equity incentive compensation, as determined by the Committee, based on a target value of $2
million, commencing in 2014.million. In 2015, the Committee
increasedapproved an increase of Mr. Male’s target long-term equity incentive value to $3 million based on a competitive market review. In
2016, the Committee re-approved Mr. Male’s target long-term equity incentive value of $3 million. In connection with
our initial public offering (the “IPO”),the IPO, Mr. Male was afforded the opportunity to purchase shares of our common stock at the public offering price having an aggregate value of up to $4 million. For each share of our common stock purchased, Mr. Male received 0.625 RSUs payable in shares of our common stock under the Amended and Restated Omnibus SIP.
Under the terms of the 2017 employment agreement, commencing in 2018, Mr. Male will be eligible to receive annual grants of long-term equity incentive compensation based on a target value of $3.5 million.
Mr. Male is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives.
In addition, the Company paid reasonable and customary expenses associated with Mr. Male’s relocation to the New York metropolitan area, including one house hunting trip, suitable housing for him and his family for a period of twelve months following the effective date of the employment agreement, and trips to visit family in the United Kingdom during the same period of time. The Committee approved Mr. Male’s housing costs and trip costs to be continued through December 31, 2015. The Company reimburses Mr. Male for any taxes associated with such benefits.
Mr. Male’s employment agreement also contains restrictive covenants imposing non-competition and non-disparagement obligations, restricting solicitation of employees, protecting confidential information and
ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.
Effective
November 25, 2013,January 1, 2017, we entered into an employment agreement with Mr. Shassian
whichthat provides for his
continued employment as our Executive Vice President, Chief Financial Officer
from January 1, 2017 through December 31,
2016.2019 with automatic one-year extensions if the employment agreement is not otherwise terminated by the Company or Mr. Shassian. The
employment agreement provides for an annual base salary of $650,000, and an annual target bonus opportunity equal to
75%85% of his annual salary, which
arecompensation is subject to review and increase at the discretion of the Committee.
Under the terms of his employment agreement, Mr. Shassian
becameis eligible to receive annual grants of long-term
equity incentive compensation, as
determinationdetermined by the Committee based on a target value of
$1.35 million commencing in 2014. In 2015,$2.3 million. Under the
Committee approved an increaseterms of Mr. Shassian’s
targetprevious employment agreement with the Company, Mr. Shassian received a grant of long-term equity incentive compensation
of $1.35 million, which was increased in 2015 by the Committee, to $1.7 million based on a competitive market review.
In 2016, the Committee re-approved Mr. Shassian’s long term equity incentive compensation at $1.7 million. In connection with the IPO, Mr. Shassian was afforded the opportunity to purchase shares of our common stock at the public offering price having an aggregate value of up to $2 million. For each two shares of our common stock purchased, Mr. Shassian received one RSU payable in shares of our common stock under the Amended and Restated Omnibus SIP.
Mr. Shassian also is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives.
Mr. Shassian’s employment agreement also contains restrictive covenants imposing non-competition and non-disparagement obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.
Clive Punter
On March 19, 2018, Mr. Shassian announced his decision to retire from the Company in mid-2018. We have initiated a search to fill Mr. Shassian’s position, and Mr. Shassian will assist with the selection process and the transition to his successor.
Andrew R. Sriubas
Effective
October 6,July 28, 2014, we entered into an employment agreement with Mr.
PunterSriubas that
providesprovided for his employment as our Executive Vice President,
Chief Revenue OfficerStrategic Planning & Development through
October 5,July 27, 2017. The
employment agreement
providesprovided for an annual base salary of $550,000, and an annual target bonus opportunity equal to 75% of his annual
base salary,
as in effect on November 1st of the year to which
the annual bonus relates, which arecompensation was subject to review and increase at the discretion of the Committee.
Effective July 28, 2017, we entered into a new employment agreement with Mr. Sriubas that provides for his service as the Company’s Chief Commercial Officer through July 27, 2020 with automatic one-year was extension if the employment agreement is not otherwise terminated by the Company or Mr. Sriubas. The employment agreement provided for an annual salary of $650,000, and an annual target bonus opportunity equal to 85% of his annual base salary (with a maximum bonus opportunity of 200% of his annual salary if the applicable performance goals are exceeded) which compensation is subject to review and increase at the discretion of the Committee. The employment agreement also provides that Mr. Sriubas’s 2017 annual target bonus be calculated on a pro-rata basis using his applicable annual base salary and annual target bonus percentage before and after July 28, 2017.
Under the terms of hisMr. Sriubas’s previous employment agreement with the Company, Mr. PunterSriubas received an equity award in the formannual grants of 60% PRSUs and 40% TRSUs with a grant date value of $750,000 on November 3, 2014. Mr. Punter is eligible to receive annual long-term incentive equity compensation as determined by the Committee, based on a target value of $750,000,$750,000. Under the terms of his new employment agreement, commencing in 2015.2018, Mr. Sriubas is eligible to receive, annual grants of long-term equity compensation based on a target value of $2,000,000, as well as an additional equity award if the Company renewed its contract with the MTA in an amount and on the terms and conditions to be determined by the Board and the Chief Executive Officer in their sole discretion. In connection with the Company renewing its contract with the MTA, Mr. Sriubas received a one-time TRSU award in the amount of $650,000 in November 2017.
Mr. Sriubas is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives.
Mr. Sriubas’s employment agreement also contains restrictive covenants imposing non-competition and non-disparagement obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.
Clive Punter
Effective as of October 6, 2014, we entered into an employment agreement with Mr. Punter that provided for his employment as our Executive Vice President, Chief Revenue Officer through October 5, 2017. The employment agreement provided for an annual base salary of $550,000 and an annual target bonus opportunity equal to 75% of his annual salary which compensation was subject to review and increase at the discretion of the Committee. Effective as of October 6, 2017, we entered into a new employment agreement with Mr. Punter that provides for his continued employment as our Executive Vice President, Chief Revenue Officer until his employment is terminated by the Company or Mr. Punter. The employment agreement provides for an annual base salary of $620,000, and an annual target bonus opportunity equal to 75% of his annual salary, which compensation is subject to review and increase at the discretion of the Committee.
Under the terms of Mr. Punter’s previous employment agreement with the Company, Mr. Punter received annual grants of long term equity incentive compensation, as determined by the Committee, based on a target value of $750,000. Under the terms of his new employment agreement, commencing in 2018, Mr. Punter is eligible to receive annual grants of long-term incentive equity compensation based on a target value of $825,000, which is subject to review and a performance increase by $175,000 at the discretion of the Committee commencing in 2019. The terms and conditions of Mr. Punter’s
previously granted long-term
equity incentive
grants,compensation, as approved by the Committee, include a provision that the equity awards
granted to Mr. Punter will continue to vest beyond termination of employment
dueif Mr. Punter voluntarily resigns on or after the second vesting date but prior to
voluntary resignationthe third vesting date of equity awards with three year time vesting, and on or
termination without cause.after the third vesting date but prior to the fourth vesting date of equity awards with four year time vesting. The terms and conditions of any long term equity compensation granted to Mr. Punter after October 6, 2017 do not contain this provision. See “—Potential Payments Upon Termination or Change in Control.”
Mr. Punter is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives. In addition, the Company paid
reasonable and customary expenses associated withup to $40,000 for Mr.
��Punter’s
relocationtravel to
the New York metropolitan area, including one house hunting trip, suitable housing for him and his family for a period of twelve months following the effective date of the employment agreement, and trips to visit family in the United Kingdom
to visit his family during
2017 pursuant to the
same period of time. The Committee approved for Mr. Punter’s housing costs to be continued from the one-year anniversaryterms of his
date of hire through December 31, 2015.previous employment agreement. The Company
reimbursesalso reimbursed Mr. Punter for any taxes associated with such benefits.
Mr. Punter’s new employment agreement does not provide these benefits.
Mr. Punter’s employment agreement also contains restrictive covenants imposing non-competition and non-disparagement obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.
Andrew R. Sriubas
Richard H. Sauer
Effective
July 28,February 17, 2014, we entered into an employment agreement with Mr.
SriubasSauer that
providesprovided for his employment as our Executive Vice President,
Strategic Planning & Development through July 27, 2017. The agreement provides for an annual base salary of $550,000, and an annual target bonus opportunity equal to 75% of his annual base salary as in effect on November 1st of the year to which the annual bonus relates, which are subject to review and increase at the discretion of the Committee.Under the terms of his employment agreement, Mr. Sriubas received an equity award in the form of 60% PRSUs and 40% TRSUs with a grant date value of $750,000 on August 1, 2014. Mr. Sriubas is eligible to receive annual long-term incentive compensation, as determined by the Committee, based on a target value of $750,000, commencing in 2015.
Mr. Sriubas is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives.
Mr. Sriubas’s employment agreement also contains restrictive covenants imposing non-competition and non-disparagement obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.
Richard H. Sauer
We entered into an employment agreement with Mr. Sauer effective February 17, 2014, which superseded his 2006 employment letter with us. Pursuant to Mr. Sauer’s employment agreement, Mr. Sauer continued to provide services as our Executive Vice President, General Counsel and Corporate Secretary for a one-year term (throughthrough February 28, 2015),25, 2015, with an option byfor us to extend the agreement for an additional two-year period.period, which we exercised. The terms of Mr. Sauer’s employment agreement provideprovided for an annual base salary of $450,000 for the first year of the term (andand $475,000 for each of the second and third years of the term, if we exercise our option to extend the term),and an annual target bonus opportunity equal to 50% of his annual salary, in effect on November 1st of such year, and eligibility for grants of long-termwhich compensation based on a target value of $275,000 for 2014 (and $350,000 during each of 2015 and 2016, if we exercise our option to extend the term), which arewas subject to review and increase at the discretion of the Committee. On December 1, 2014, we exercised our option to extendIn 2016, the Committee approved an increase of Mr. Sauer’s termannual base salary to $500,000 and Mr. Sauer’s annual target bonus opportunity to 60% of his annual salary, based on a competitive market review. Effective March 1, 2017, we entered into a new employment agreement with Mr. Sauer that provides for his service as our Executive Vice President, General Counsel until his employment is terminated by the Company or Mr. Sauer. The employment agreement provides for an annual base salary of $575,000, and an annual target bonus opportunity equal to 65% of his annual salary, which compensation is subject to review and increase at the discretion of the Committee.
Under the terms of Mr. Sauer’s previous employment agreement with the Company, Mr. Sauer received annual grants of long-term equity incentive compensation, as determined by the Committee, based on a target value of $275,000 for the
two-year period ending February 28, 2017, resulting infirst year of the
changes to Mr. Sauer’s compensation as described above.term, and $350,000 for each of the second and third years of the term. In 2015, the Committee approved an increase of Mr. Sauer’s
target long-term equity incentive compensation
to $600,000 based on a
competitive market review.target value of $600,000. Under the terms of his new employment agreement, Mr. Sauer is eligible to receive annual grants of long-term incentive compensation based on a target value of $600,000.
Mr. Sauer also is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to other senior executives.
Mr. Sauer’s employment agreement also contains restrictive covenants imposing non-competition and non-disparagement obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.
2015
2017 Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning the outstanding equity awards held by the NEOs as of December 31,
2015, which include2017, including stock option grants
and RSUs that were granted by CBS Corporation (“CBS”) prior to the IPO and
the Separation (as defined below)our separation from CBS and that were converted into options
and RSUs with respect to our common stock in connection with the IPO and
the Separation,our separation from CBS, PRSUs and TRSUs granted in 2014,
2015, 2016 and
2015,2017, and awards related to an anti-dilution adjustment occurring on December 31, 2014 in connection with
the E&P Purge (as defined below).our earnings and profit purging distribution. The market values in this table were calculated using the closing price of a share of our common stock on the NYSE on December
31, 2015,29, 2017, the last trading day of 2017, which was
$21.83. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Option Awards | | | Stock Awards | |
Name | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable (1)(4) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable (1)(4) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#)(2)(3)(4) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
Jeremy J. Male | | | 9/18/2013 | | | | 51,706 | | | | 51,707 | | | | 26.39 | | | | 9/18/2021 | | | | — | | | | — | | | | — | | | | — | |
| | | 9/18/2013 | | | | — | | | | — | | | | — | | | | — | | | | 29,017 | | | | 633,448 | | | | — | | | | — | |
| | | 3/28/2014 | | | | — | | | | — | | | | — | | | | — | | | | 745 | | | | 16,271 | | | | — | | | | — | |
| | | 3/31/2014 | | | | — | | | | — | | | | — | | | | — | | | | 55,103 | | | | 1,202,893 | | | | — | | | | — | |
| | | 4/9/2014 | | | | — | | | | — | | | | — | | | | — | | | | 53,333 | | | | 1,164,265 | | | | — | | | | — | |
| | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | 119,462 | | | | 2,607,855 | | | | — | | | | — | |
Donald R. Shassian | | | 12/2/2013 | | | | — | | | | — | | | | — | | | | — | | | | 10,637 | | | | 232,198 | | | | — | | | | — | |
| | | 3/28/2014 | | | | — | | | | — | | | | — | | | | — | | | | 745 | | | | 1,271 | | | | — | | | | — | |
| | | 3/31/2014 | | | | — | | | | — | | | | — | | | | — | | | | 37,194 | | | | 811,950 | | | | — | | | | — | |
| | | 4/9/2014 | | | | — | | | | — | | | | — | | | | — | | | | 30,473 | | | | 665,226 | | | | — | | | | — | |
| | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | 63,909 | | | | 1,395,133 | | | | — | | | | — | |
Clive Punter | | | 11/3/2014 | | | | — | | | | — | | | | — | | | | — | | | | 18,720 | | | | 408,656 | | | | — | | | | — | |
| | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | 24,229 | | | | 528,919 | | | | — | | | | — | |
Andrew Sriubas | | | 8/1/2014 | | | | — | | | | — | | | | — | | | | — | | | | 17,359 | | | | 378,947 | | | | — | | | | — | |
| | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | 24,229 | | | | 528,919 | | | | — | | | | — | |
Richard H. Sauer | | | 2/23/2012 | | | | — | | | | — | | | | — | | | | — | | | | 2,121 | | | | 46,291 | | | | — | | | | — | |
| | | 2/12/2013 | | | | — | | | | — | | | | — | | | | — | | | | 2,890 | | | | 63,089 | | | | — | | | | — | |
| | | 4/1/2013 | | | | — | | | | — | | | | — | | | | — | | | | 180 | | | | 3,918 | | | | — | | | | — | |
| | | 3/28/2014 | | | | — | | | | — | | | | — | | | | — | | | | 686 | | | | 14,975 | | | | — | | | | — | |
| | | 3/31/2014 | | | | — | | | | — | | | | — | | | | — | | | | 7,578 | | | | 165,428 | | | | — | | | | — | |
| | | 2/19/2015 | | | | — | | | | — | | | | — | | | | — | | | | 18,472 | | | | 403,244 | | | | — | | | | — | |
$23.20. |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Option Awards | | Stock Awards |
Name | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units That Have Not Vested (#)(2) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
Jeremy J. Male | | 9/18/2013 | | 103,413 |
| | — | | 26.39 |
| | 9/8/2021 |
| | — |
| | — |
| | — |
| | — |
|
| | 3/31/2014 | | — |
| | — | | — |
| | — |
| | 18,370 |
| | 426,184 |
| | — |
| | — |
|
| | 4/9/2014 | | — |
| | — | | — |
| | — |
| | 17,778 |
| | 412,450 |
| | — |
| | — |
|
| | 2/19/2015 | | — |
| | — | | — |
| | — |
| | 39,822 |
| | 923,870 |
| | — |
| | — |
|
| | 2/18/2016 | | — |
| | — | | — |
| | — |
| | 100,790 |
| | 2,338,328 |
| | — |
| | — |
|
| | 2/16/2017 | | — |
| | — | | — |
| | — |
| | 98,381 |
| | 2,282,439 |
| | — |
| | — |
|
Donald R. Shassian | | 3/31/2014 | | — |
| | — | | — |
| | — |
| | 12,400 |
| | 287,680 |
| | — |
| | — |
|
| | 4/9/2014 | | — |
| | — | | — |
| | — |
| | 10,159 |
| | 235,689 |
| | — |
| | — |
|
| | 2/19/2015 | | — |
| | — | | — |
| | — |
| | 21,304 |
| | 494,253 |
| | — |
| | — |
|
| | 2/18/2016 | | — |
| | — | | — |
| | — |
| | 57,115 |
| | 1,325,068 |
| | — |
| | — |
|
| | 2/16/2017 | | — |
| | — | | — |
| | — |
| | 75,426 |
| | 1,749,883 |
| | — |
| | — |
|
Andrew R. Sriubas | | 8/12014 | | — |
| | — | | — |
| | — |
| | 5,788 |
| | 134,282 |
| | — |
| | — |
|
| | 2/19/2015 | | — |
| | — | | — |
| | — |
| | 8,077 |
| | 187,386 |
| | — |
| | — |
|
| | 2/18/2016 | | — |
| | — | | — |
| | — |
| | 25,198 |
| | 584,594 |
| | — |
| | — |
|
| | 2/16/2017 | | — |
| | — | | — |
| | — |
| | 24,595 |
| | 570,604 |
| | — |
| | — |
|
| | 11/9/2017 | | — |
| | — | | — |
| | — |
| | 26,552 |
| | 616,006 |
| | — |
| | — |
|
Clive Punter | | 11/3/2014 | | — |
| | — | | — |
| | — |
| | 6,161 |
| | 142,935 |
| | — |
| | — |
|
| | 2/19/2015 | | — |
| | — | | — |
| | — |
| | 8,077 |
| | 187,386 |
| | — |
| | — |
|
| | 2/18/2016 | | — |
| | — | | — |
| | — |
| | 25,198 |
| | 584,594 |
| | — |
| | — |
|
| | 2/16/2017 | | — |
| | — | | — |
| | — |
| | 24,595 |
| | 570,604 |
| | — |
| | — |
|
Richard H. Sauer | | 3/31/2014 | | — |
| | — | | — |
| | — |
| | 2,527 |
| | 58,626 |
| | — |
| | — |
|
| | 2/19/2015 | | — |
| | — | | — |
| | — |
| | 6,159 |
| | 142,889 |
| | — |
| | — |
|
| | 2/18/2016 | | — |
| | — | | — |
| | — |
| | 20,159 |
| | 467,689 |
| | — |
| | — |
|
| | 2/16/2017 | | — |
| | — | | — |
| | — |
| | 19,676 |
| | 456,483 |
| | — |
| | — |
|
| |
(1) | EachThis option grant vests ratably on eachis fully vested. |
| |
(2) | Set forth below is a schedule of the first four anniversariesvesting related to each grant date for the equity awards identified in this column in the above table. The number of units in this table (subject to time-based vesting after December 31, 2017) reflects actual achievement of the dateapplicable performance metrics for PRSUs for 2014, 2015, 2016, and 2017. The material terms governing such awards are described above under “—Compensation Discussion and Analysis—Elements of grant. |
(2) | Each grant of TRSUs granted from 2012 to 2015 generally vests ratably on each of the first four anniversaries of the grant date,2017 NEO Compensation—Performance-Based Compensation Long-Term Equity Incentive Compensation.” All awards listed below are subject to the NEO’s continued service on each applicable vesting date and the terms of his employment agreement and/or equity award, except that: (a)that if Mr. Punter voluntarily resigns on or after the March 28, 2014 equity grants andsecond vesting date but prior to the third vesting date of the February 19, 2015, equity grants vest in three substantially equal installments on each of March 28, 2015,February 18, 2016 and February 16, 2017 equity awards, and February 19, 2016, 2017 and 2018, respectively; (b)on or after the April 9, 2014 equity grants vest in four substantially equal installments on March 28, 2015, 2016, 2017 and 2018; and (c)third vesting date but prior to the TRSUs granted on March 31, 2014, August 1, 2014 andfourth vesting date of the November 3, 2014 vest in four substantially equal installments on each of March 28, 2015, 2016, 2017 and 2018 in the case of Messrs. Male, Shassian and Sauer; August 1, 2015, 2016, 2017 and 2018, in the case of Mr. Sriubas; and on November 3, 2015, 2016, 2015 and 2018 in the case of Mr. Punter.equity award, such equity awards will continue to vest. See “—Employment Agreements” and “—Potential Payments Upon Termination or Change in Control.” |
(3) |
| The amounts associated with the PRSUs granted under the Amended and Restated Omnibus SIP
|
Grant Date | Stock Awards Vesting Schedule |
3/31/2014 | Vests in four equal installments beginning on March 31, 28, 2015 |
4/9/2014 | Vests in four equal installments beginning on March 28, 2015 |
8/1/2014 | Vests in four equal installments beginning on August 1, 2015 |
11/3/2014 and | Vests in four equal installments beginning on November 3, 2014, vest2015 |
2/19/2015 | Vests in four substantiallythree equal installments on each of March 28, 2015, 2016, 2017 and 2018 in the case of Messrs. Male, Shassian and Sauer, August 1, 2015, |
| 2016, 2017 and 2018, in the case of Mr. Sriubas and November 3, 2016, 2016, 2017 and 2018, in the case of Mr. Punter, based on the applicable achievement of the 2014 performance goal for such PRSUs, subject to the NEO’s continued service on each applicable vesting date and the terms of his employment agreement and/or equity award. See “—Employment Agreements” and “—Potential Payments Upon Termination or Change in Control.” The amounts associated with the PRSUs granted under the Amended and Restated Omnibus SIPbeginning on February 19, 2015 vest2016 |
2/18/2016 | Vests in three substantially equal installments beginning on each of February 19, 2016,18, 2017 and |
2/16/2017 | Vests in three equal installments beginning on February 16, 2018 based |
11/9/2017 | Vests in three equal installments beginning on the applicable achievement of the 2015 performance goal for such PRSUs. The material terms governing such awards are described above under “—Compensation Discussion and Analysis— Elements of 2015 NEO Compensation—Performance-Based Compensation-Long-Term Equity Incentive Compensation” and “—Potential Payments Upon Termination or Change in Control.” The number of PRSUs in this table reflects actual achievement of the applicable performance metrics for 2014 and 2015.November 9, 2018 |
(4) | Includes adjustments made to stock options and RSUs pursuant to the anti-dilution provisions of the Amended and Restated Omnibus SIP in connection with the E&P Purge. |
2017 Option Exercises and Stock Vested
The following table sets forth information concerning
each exercise of stock options and the vesting of stock awards with respect to the NEOs for the year ended December 31,
2015. | | | | | | | | | | | | | | | | |
| | Option Awards | | | Stock Awards | |
Name | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | |
Jeremy J. Male | | | — | | | | — | | | | 51,020 | | | | 1,437,988 | |
Donald R. Shassian | | | — | | | | — | | | | 28,241 | | | | 812,280 | |
Clive Punter | | | — | | | | — | | | | 6,521 | | | | 155,852 | |
Andrew Sriubas | | | — | | | | — | | | | 5,785 | | | | 145,377 | |
Richard H. Sauer | | | — | | | | — | | | | 9,686 | | | | 289,925 | |
2017.
|
| | | | | | | | |
| | Option Awards | | Stock Awards |
Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) |
Jeremy J. Male | | — | | — | | 141,244 | | 3,710,653 |
Donald R. Shassian | | — | | — | | 78,106 | | 2,074,762 |
Andrew R. Sriubas | | — | | — | | 26,461 | | 690,221 |
Clive Punter | | — | | — | | 26,836 | | 702,603 |
Richard H. Sauer | | — | | — | | 20,516 | | 552,820 |
The Company does not provide any qualified or nonqualified defined benefit pension plan participation to its NEOs.
2017 Nonqualified Deferred Compensation
Except as described below, none of our NEOs participated in a nonqualified deferred compensation arrangement in
2015.2017. The following table sets forth information concerning nonqualified deferred compensation with respect to the NEOs for the year ended December 31,
2015.2017. |
| | | | | | | | | | | | |
Name | | Plan Name | | Executive Contributions in Last FY ($)(1) | | Company Contributions in Last FY ($)(2) | | Aggregate Earnings in Last FY ($)(3) | | Aggregate Withdrawals/Distributions ($) | | Aggregate Balance at Last FYE ($)(4) |
Jeremy J. Male | | — | | — | | — | | — | | — | | — |
Donald R. Shassian | | — | | — | | — | | — | | — | | — |
Andrew R. Sriubas | | — | | — | | — | | — | | — | | — |
Clive Punter | | Outfront Media Excess 401(k) Plan | | 33,523 | | 16,816 | | 15,343 | | — | | 122,211 |
Richard H. Sauer | | — | | — | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | | |
| | | | |
Name
| | Plan Name | | Executive
Contributions
in Last FY ($) | | | Company
Contributions
in Last FY
($) | | | Aggregate
Earnings
in Last
FY ($) | | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance
at Last
FYE ($) | |
Jeremy J. Male
| | Outfront Media Excess
401(k) Plan | | | — | | | | — |
| | | — | | | | — | | | | — | |
| | CBS RSU Award (1) | The amount reported is included in the “Salary” column of the 2017 Summary Compensation Table. |
| |
(2) | The amount reported is included in the “All Other Compensation” column of the 2017 Summary Compensation Table. |
| | | | | | | | | | | | | 414,791 | |
Donald R. Shassian (3) | | The Outfront Media Excess 401(k) Plan does not offer above market earnings. As a result, these earnings are not included in the 2017 Summary Compensation Table. |
| | | — | | | | — | | | | — | | | | — | | | | — | |
Clive Punter (4) | | Outfront Media Excess
401(k) Plan | | | — | | | | — | | | | — | | | | — | | | | — | |
Andrew R. Sriubas
| | Outfront Media Excess
401(k) Plan | | | — | | | | — | | | | — | | | | — | | | | — | |
Richard H. Sauer
| | Outfront Media Excess
401(k) Plan | | | — | | | | — | | | | — | | | | — | | | | — | The following amount from this column was previously reported in 2016 and is included in the 2017 Summary Compensation Table: $55,430. |
(1) | Represents the value (based on the December 31, 2015 closing price of CBS Class B Common Stock of $47.13) of the remaining half of the 17,602 CBS RSUs that were granted to Mr. Male on September 18, 2013 in connection with the execution of his employment agreement. These RSUs were fully vested upon the grant date, but were subject to deferred settlement in two equal installments on each of the first and second anniversaries of the grant date. |
Description of Nonqualified Deferred Compensation
Set forth below is information with respect to
eachthe plan under which
deferralsdeferral of compensation
areis reflected in the table above.
Outfront Media Excess 401(k) Plan
The Outfront Media Excess 401(k) Plan (the “Excess 401(k) Plan”) is an unfunded nonqualified deferred compensation plan intended to provide benefits to employees who are eligible to participate in the Company’s 401(k) Plan and whose annual
base salaryeligible compensation exceeds the federal annual limit. A participant can defer between 1% and 15% of his or her eligible compensation through payroll deductions on a pre-tax basis. Eligible compensation generally includes base pay or salary, including pre-tax contributions to the Company’s 401(k) Plan and the Company’s group health and welfare plans, flexible spending accounts and contributions to the commuter reimbursement account plan, plus overtime,
bonus, commissions, hazard pay and shift differential pay. For
2015,2017, the Company matched Excess 401(k) Plan contributions based on the rate of matching contributions under the Company’s 401(k) Plan (70% of the first 5% of eligible compensation deferred on a pre-tax basis). Company matching contributions are fully vested after five years of service. Matching contributions made by the Company to the Company’s 401(k) Plan and the Excess 401(k) Plan are made with respect to a portion of a participant’s eligible annual compensation up to $750,000.
Deferred amounts are reflected in phantom notional accounts and are credited with earnings and/or losses as if the deferred amounts were actually invested in accordance with the participant’s investment elections in the Excess 401(k) Plan. Company matching contributions are also reflected in phantom notional accounts, which are credited in the same manner. The Company’s 401(k) Plan offers
2021 investment options in which amounts in the Excess 401(k) Plan balances may be notionally invested, and participants generally may change or reallocate investment directions on any business day on which the NYSE is open. The vested portion of a participant’s Excess 401(k) Plan account is distributed in cash after termination of employment in accordance with the participant’s distribution election, either in a lump sum payment or in installment payments.
CBS RSU Award
On September 18, 2013, Mr. Male was granted a fully vested RSU award in respect of 17,602 shares of CBS Class B common stock. This award was not converted into an RSU in respect of our common stock in connection with the IPO. One-half of the RSU award was settled in shares of CBS Class B common stock on September 18, 2014 and the remaining portion of the RSU award was settled in shares of CBS Class B common stock on September 18, 2015.
Potential Payments upon Termination or Change in Control
During 2015,2017, the NEOs had employment arrangements providing for separation payments upon certain types of termination of employment. The table below sets forth estimated potential payments that would have been made to the applicable NEO if his employment had terminated as of December 31, 2015,29, 2017, except for benefits that are provided pursuant to plans or arrangements that do not discriminate in favor of executive officers and are available generally to all salaried employees, such as amounts accrued under the Company’s 401(k) Plan and the Excess 401(k) Plan, disability benefits and accrued vacation pay. In addition, in 2015, the Committee approved and adopted an Executive Change in Control Severance Plan (the “CIC Plan”), effective January 1, 2016, for the benefit of the Company’s executive officers, including NEOs.
Payments made to an NEO would be made subject to any applicable requirements of Section 409A of the Code. Receipt of the payments and benefits shown below upon a termination without “Cause” or for “Good Reason”, each as defined below, or termination following a Change in Control (as defined in each of the Amended and Restated Omnibus SIP, the related equity award terms and conditions, and the CIC Plan, as applicable), is conditioned on the NEO’s execution of a release in favor of the Company. In determining the benefits payable upon certain terminations of employment, we assumed in all cases that the NEO has complied and continues to comply with, as applicable, all of the restrictive and other covenants included in his employment agreement and has not become employed by a new employer in those cases where the employment agreement requires mitigation by the NEO.
On
To estimate the payment amounts, the Company used the closing price of our common stock on December
14, 2015,29, 2017, the
Committee approved and adopted the CIC Plan for the benefitlast trading day of
the Company’s executive officers, including the NEOs. Since the CIC Plan became effective as of January 1, 2016, the table below does not include potential payments that would be made to the applicable NEO upon a termination following a Change in Control. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Continuation of Salary and Other Cash Compensation ($)(1) | | | Annual Bonus Continuation ($)(2) | | | Pro-Rated Bonus ($) | | | Deferred Compensation ($) | | | Continuation of Medical, Dental and Life Insurance ($)(3) | | | Other Payments(4) | | | Vesting of Equity Awards ($)(5)(6) | |
Jeremy J. Male | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination for Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Voluntary termination without Good Reason | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Without Cause or Good Reason termination | | | 1,350,000 | | | | 1,350,000 | | | | — | | | | — | | | | 20,021 | | | | 199,523 | | | | 1,983,197 | |
Termination following Change in Control (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,607,855 | |
Disability (8) | | | — | | | | — | | | | 675,000 | | | | — | | | | — | | | | 199,523 | | | | 5,624,732 | |
Death (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,624,732 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Continuation of Salary and Other Cash Compensation ($)(1) | | | Annual Bonus Continuation ($)(2) | | | Pro-Rated Bonus ($) | | | Deferred Compensation ($) | | | Continuation of Medical, Dental and Life Insurance ($)(3) | | | Other Payments(4) | | | Vesting of Equity Awards ($)(5)(6) | |
Donald R. Shassian | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination for Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Voluntary termination | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Without Cause termination | | | 650,000 | | | | — | | | | — | | | | — | | | | 19,798 | | | | — | | | | 1,081,671 | |
Termination following Change in Control (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,395,133 | |
Disability (8) | | | — | | | | — | | | | 243,750 | | | | — | | | | — | | | | — | | | | 3,120,779 | |
Death (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,120,779 | |
Clive Punter | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination for Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Voluntary termination | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 937,577 | |
Without Cause termination | | | 550,000 | | | | — | | | | — | | | | — | | | | 6,576 | | | | — | | | | 937,577 | |
Termination following Change in Control (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 528,919 | |
Disability (8) | | | — | | | | — | | | | 206,250 | | | | — | | | | — | | | | — | | | | 937,577 | |
Death (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 937,577 | |
Andrew Sriubas | | | | | | | | | | | | | | | | | | | | | | | — | | | | | |
Termination for Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Voluntary termination without Good Reason | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Without Cause or Good Reason termination | | | 550,000 | | | | — | | | | — | | | | — | | | | 20,021 | | | | — | | | | — | |
Termination following Change in Control (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 528,919 | |
Disability (8) | | | — | | | | — | | | | 206,250 | | | | — | | | | — | | | | — | | | | 907,866 | |
Death (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 907,866 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Continuation of Salary and Other Cash Compensation ($)(1) | | | Annual Bonus Continuation ($)(2) | | | Pro-Rated Bonus ($) | | | Deferred Compensation ($) | | | Continuation of Medical, Dental and Life Insurance ($)(3) | | | Other Payments(4) | | | Vesting of Equity Awards ($)(5)(6) | |
Richard H. Sauer | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination for Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Voluntary termination | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Without Cause termination | | | 475,000 | | | | — | | | | — | | | | — | | | | 7,274 | | | | — | | | | — | |
Termination following Change in Control (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 403,244 | |
Disability (8) | | | — | | | | — | | | | 118,750 | | | | — | | | | — | | | | — | | | | 696,945 | |
Death (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 696,945 | |
2017, which was $23.20.
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Salary and Other Cash Compensation ($)(1) | | Annual Bonus ($)(2) | | Pro-Rated Bonus ($)(3) | | Deferred Compensation ($) | | Continuation of Medical, Dental and Life Insurance ($)(4) | | Other Payments(5) | | Vesting of Equity Awards ($)(6) | | Total ($) |
Jeremy J. Male | | | | | | | | | | | | | | | | |
Termination for Cause | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Voluntary termination without Good Reason | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Without Cause or Good Reason termination | | 1,350,000 |
| | 1,350,000 |
| | — |
| | — |
| | 21,978 |
| | 200,014 |
| | 3,692,442 |
| | 6,614,434 |
|
Termination following Change in Control(7) | | 4,050,000 |
| | 4,050,000 |
| | — |
| | — |
| | 65,933 |
| | 200,014 |
| | 6,383,271 |
| | 14,749,218 |
|
Disability(8) | | — |
| | — |
| | 675,000 |
| | — |
| | — |
| | 200,014 |
| | 6,383,271 |
| | 7,258,285 |
|
Death | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 6,383,271 |
| | 6,383,271 |
|
Donald R. Shassian | | | | | | | | | | | | | | | | |
Termination for Cause | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Voluntary termination without Good Reason | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Without Cause or Good Reason termination | | 650,000 |
| | 552,500 |
| | — |
| | — |
| | 14,644 |
| | — |
| | 3,430,027 |
| | 4,647,171 |
|
Termination following Change in Control(7) | | 1,300,000 |
| | 1,105,000 |
| | — |
| | — |
| | 29,288 |
| | — |
| | 4,092,573 |
| | 6,526,861 |
|
Disability(8) | | — |
| | — |
| | 276,250 |
| | — |
| | — |
| | — |
| | 4,092,573 |
| | 4,368,823 |
|
Death | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 4,092,573 |
| | 4,092,573 |
|
Andrew R. Sriubas | | | | | | | | | | | | | | | | |
Termination for Cause | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Voluntary termination without Good Reason | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Without Cause or Good Reason termination | | 650,000 |
| | 552,500 |
| | — |
| | — |
| | 21,978 |
| | — |
| | 1,800,552 |
| | 3,025,030 |
|
Termination following Change in Control(7) | | 1,300,000 |
| | 1,105,000 |
| | — |
| | — |
| | 43,955 |
| | — |
| | 1,958,590 |
| | 4,407,545 |
|
Disability(8) | | — |
| | — |
| | 276,250 |
| | — |
| | — |
| | — |
| | 2,092,872 |
| | 2,369,122 |
|
Death | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,092,872 |
| | 2,092,872 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Salary and Other Cash Compensation ($)(1) | | Annual Bonus ($)(2) | | Pro-Rated Bonus ($)(3) | | Deferred Compensation ($) | | Continuation of Medical, Dental and Life Insurance ($)(4) | | Other Payments(5) | | Vesting of Equity Awards ($)(6) | | Total ($) |
Clive Punter | | | | | | | | | | | | | | | | |
Termination for Cause | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Voluntary termination without Good Reason | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 622,595 |
| | 622,595 |
|
Without Cause or Good Reason termination | | 620,000 |
| | — |
| | — |
| | — |
| | 7,294 |
| | — |
| | — |
| | 627,294 |
|
Termination following Change in Control(7) | | 1,240,000 |
| | 930,000 |
| | — |
| | — |
| | 14,589 |
| | — |
| | 1,485,519 |
| | 3,670,108 |
|
Disability(8) | | — |
| | — |
| | 232,500 |
| | — |
| | — |
| | — |
| | 1,485,519 |
| | 1,718,019 |
|
Death | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1,485,519 |
| | 1,485,519 |
|
Richard H. Sauer | | | | | | | | | | | | | | | | |
Termination for Cause | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Voluntary termination without Good Reason | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Without Cause or Good Reason termination | | 575,000 |
| | — |
| | — |
| | — |
| | 14,644 |
| | — |
| | — |
| | 589,644 |
|
Termination following Change in Control(7) | | 1,150,000 |
| | 747,500 |
| | — |
| | — |
| | 29,288 |
| | — |
| | 1,043,861 |
| | 2,970,649 |
|
Disability(8) | | — |
| | — |
| | 186,875 |
| | — |
| | — |
| | — |
| | 1,125,687 |
| | 1,312,562 |
|
Death | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1,125,687 |
| | 1,125,687 |
|
| |
(1) | ForWith respect to a termination without “Cause” or for “Good Reason”, for each NEO, the amounts reflect the continuation of his base salary for a period of twelve months (in this instance, January 1, 20162018 through December 31, 2016)2018). See “—2017 Summary Compensation Table” and “—Employment Agreements.” |
| |
(2) | AmountWith respect to a termination without “Cause” or for “Good Reason”, the amount reflects the payment of 12 months’ worthtwelve months of Mr. Male’seach of Messrs. Male, Shassian and Sriubas’s respective annual target bonus.bonuses. |
| |
(3) | For Messrs.All NEOs are eligible to receive a pro-rated bonus in the event of a termination without “Cause,” for “Good Reason” or following a Change in Control. In addition, in the event of death, all NEOs are also eligible to receive a bonus earned in the prior year not yet paid and a pro-rated bonus for the calendar year in which the death occurs. Assuming a December 29, 2017 termination, pro-rated bonuses were not included with respect to a termination without “Cause,” for “Good Reason” or following a Change In Control as these amounts are assumed to have been earned by the NEOs, and therefore do not represent enhanced benefits. The amounts of these bonuses are as follows: Male, $1,350,000; Shassian, $552,500; Sriubas, $552,500; Punter, Shassian$465,000; and Sriubas,Sauer, $373,750. |
| |
(4) | With respect to a termination without “Cause” or for “Good Reason,” the amounts shown reflect our cost of providing continued health insurance benefits for twelve months following the termination date for each of Messrs. Male, Shassian, Sriubas, Punter, and Sauer as provided in their respective employment agreements. For Mr. Sauer,In the event of termination following a Change in Control, the amounts shown reflect our cost of providing continued health insurance benefits for three years following the termination date for Mr. Male, and life insurance coverage as provided in his employment agreement.two years following the termination date for each of Messrs. Shassian, Sriubas, Punter and Sauer. |
(4) | |
(5) | In the event of a termination without Cause“Cause” or for Good“Good Reason, or” for disability or following a Change in Control, Mr. Male would receive payment of expenses associated with his and his family’s repatriation back to the United Kingdom during the twelve months following his termination, plus an additional payment in an amount that after payment of all taxes payable by him with respect to such additional payment, will equal the amount of all taxes payable by him with respect to the related reimbursement. |
(5) | |
(6) | The calculation of the value associated with the acceleration or continuation (as the case may be) of the vesting of equity grants, (a) in the case of stockequity awards, was based on the closing price of a share of our common stock on the NYSE on December 31, 2015,29, 2017, the last trading day of 2017, which was $21.83,$23.20, with the inclusion of the PRSUs awarded during 20152017 reflecting actual achievement of the applicable performance conditions; and (b) in the case of options, was based on the difference between such closing price and the exercise price of the option. See “—20152017 Outstanding Equity Awards at Fiscal Year-End” for more information about the equity awards included in the above calculation. Following a termination of employment by Mr. Punter voluntarily or without Cause, any outstanding equity awards will continue to vest until February 18, 2019. See “—Termination Without ‘Cause’ by Us or for ‘Good Reason’ by the NEO.” Any outstanding options held by Mr. Male are out of the money as of December 31, 201529, 2017, the last trading day of 2017, based on the exercise price of $26.39, and therefore have no intrinsic value to include in the table above. |
(6) | Represents accelerated |
(7) | With respect to salary and bonus, represents a lump sum payment of three times the base salary plus three times the annual bonus target for Mr. Male, and represents a lump sum payment of two times the base salary plus two times the annual bonus target for Messrs. Shassian, Sriubas, Punter, and Sauer. With respect to vesting of equity awards, then outstanding upon termination of employment due to death or permanent disability. |
(7) | Representsrepresents accelerated vesting of unvested TRSUs and PRSUs granted in 2015, equity grants2016 and 2017 for Messrs. Punter, Sauer, and Sriubas and for Messrs. Male and Shassian, represents accelerated vesting of unvested TRSUs and PRSUs granted in 2014, 2015, 2016 and 2017 for a Qualifying Separation (as defined below) upon a Change in Control pursuant to the Amended and Restated Omnibus SIP and related equity award terms and conditions. The table does not include potential payments under the CIC Plan upon termination following a Change in Control because the CIC Plan became effective as of January 1, 2016. See “—Termination Following a Change in Control.” |
| |
(8) | In the event of a termination due to disability, the NEOs would generally receive the pro-rated bonus for the calendar year in which the disability occurs and a pro-rated target bonus for the period during which the NEO receives short-term disability benefits under the Company’s short-term disability program. For this purpose, we have assumed that the NEO would receive short-term disability benefits for six months (which is the maximum under the short-term disability plan). However, with respect to a December 31, 2015 termination , and the amount shown represents six months of NEO’s pro-rated target bonus. |
| due to disability, bonuses for the NEOs for the period January 1, 2015 through December 31, 2015 are not included in the pro-rated bonus as these amounts are assumed to have been earned by the NEOs and therefore do not represent enhanced benefits. |
(9) | In the event of a termination due to death, the NEOs would generally receive a pro-rated bonus for the calendar year in which the NEO’s death occurs. However, with respect to a December 31, 2015 termination due to death, bonuses for the NEOs for the period January 1, 2015 through December 31, 2015 are not included in the pro-rated bonus as these amounts are assumed to have been earned by the NEOs and therefore do not represent enhanced benefits. |
None of the NEO’s employment arrangements provide for (1) post-termination payments and benefits solely in the event of a
changeChange in
controlControl (that is, there are no “single trigger” benefits) or (2) tax “gross-ups” in the event any payment or benefit owed to him under his respective arrangement is subject to the excise tax imposed by Section 4999 of the Code.
Termination for Cause or Voluntary Termination Without Good Reason
Each NEO’s employment arrangement includes a definition of “Cause” (as discussed below) for which the executive’s employment may be terminated. Except
as otherwise described below,with respect to Messrs. Male and Punter, each NEO will not receive incremental payments and benefits under their respective employment arrangements in the event of a termination by us for “Cause” or a NEO’s voluntary termination without “Good Reason”.
If Mr. Male voluntarily terminates his employment without Good Reason on or after September 18, 2019 and provides the Company with adequate advance written notice and a general release, Mr. Male is entitled to continued time vesting of equity awards granted after September 18, 2017, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards and, with respect to continued time vesting of awards, proration and non-compete conditions.
If Mr. Punter voluntarily terminates his employment, he is entitled to continued time vesting of equity awards granted (i) on November 3, 2014, if he voluntarily terminates his employment with the Company on or after the third vesting date but before the fourth vesting date and (ii) on February 19, 2015, February 18, 2016 and February 16, 2017, only if he voluntarily terminates his employment with the Company on or after the second vesting date but before the third vesting date.
Termination Without “Cause” by Us or for “Good Reason” by the NEO
Each NEO will receive termination payments and benefits if we terminate his employment without “Cause,”
and each of Messrs. Male and Sriubas will also receive termination payments and benefitsor if he resigns for “Good Reason” pursuant to his employment agreement.
In addition, if we terminate Mr. Punter’s employment without “Cause” or Mr. Punter voluntarily terminates his employment, he will continue to time vest in any outstanding unvested RSUs and other equity awards, if any, until February 18, 2019. If a termination
occurs without “Cause” or for “Good Reason”,
and voluntary termination in the case of Mr. Punter, had occurred as of December 31, 2015, then, in addition to compensation the applicable NEO would have earned as of the termination date and benefits generally available to all salaried employees:
| |
ü | Mr. Male would have received (1) a cash severance amount equal to the sum of 12 months of his annual salary and his annual target cash bonus; (2) Company-paid medical and dental benefits for up to 12 months; (3) continued ability to exercise outstanding vested stock option awards before the expiration date of the stock option awards for the 12-month period following termination of his employment; (4) accelerated vesting of all unvested stock options, RSUs and other equity awardsPRSUs granted before September 18, 2017 that would have vested during the 12-month period following his termination of employment;employment, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards; (5) accelerated vesting or continued time vesting of all RSU and (4)PRSU awards granted after September 18, 2017 depending on the date of Mr. Male’s termination, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards and, with respect to continued time vesting of awards, proration and non-compete conditions; and (6) payment of reasonable expenses associated with his repatriation back to the United Kingdom during the 12-month period following his termination, plus an additional payment equal to the amount of all taxes payable by him with respect to the related reimbursement. |
| |
ü | Mr. Shassian would have received (1) a cash severance amount equal to 12 months of his annual salary;salary and his annual target cash bonus; (2) Company-paid medical and dental benefits for up to 1812 months; and (3) accelerated vesting of certain RSU and PRSU awards granted prior to January 1, 2017 that would have vested during the 12-month period following his termination of employment.employment; and (4) accelerated vesting of all RSU and PRSU awards granted after January 1, 2017, subject to the satisfaction of the performance-based conditions applicable to the PRSU awards. |
| |
ü | Mr. Sriubas would have received (1) a cash severance amount equal to 12 months of his annual salary and his annual target cash bonus; (2) Company-paid medical and dental benefits for up to 12 months; (3) accelerated vesting of RSU and PRSU awards granted prior to January 1, 2017 that would have vested during the 12-month period following his termination of employment; and (4) accelerated vesting of all RSU and PRSU |
awards granted after January 1, 2017, subject to the satisfaction of the performance-based conditions applicable to the PRSU awards.
| |
ü | Mr. Punter would have received (1) a cash severance amount equal to 12 months of his annual salary; (2) Company-paid medical and dental benefits for up to 12 months; and (3) continued timeaccelerated vesting of all unvested RSUsRSU and other equityPRSU awards if any.granted after October 6, 2017, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards. |
| ü | Mr. Sriubas would have received (1) a cash severance amount equal to 12 months of his annual salary; and (2) Company-paid medical and dental benefits for up to 12 months. |
| ü | Mr. Sauer would have received (1) a cash severance amount equal to 12 months of his annual salary; (2) Company-paid medical and dental benefits for up to 12 months; and (3) company-paid life insurance untilaccelerated vesting of all RSU and PRSU awards granted after March 1, 2017, subject to the endsatisfaction of the employment term.performance-based conditions applicable to the PRSU awards |
Each NEO is also eligible to receive a pro-rated bonus based on the number of months that NEO rendered services to the Company prior to his termination. The pro-rated bonus would be determined in a manner consistent with other Company executives. The employment arrangements for the NEOs require that salary continuation and, in the case of
Mr.Messrs. Male,
Shassian and Sriubas bonus continuation be paid over the applicable severance period. If the employment of any NEO was terminated without
“Cause,”“Cause” or
if Mr. Male or Mr. Sriubas terminated his employment for “Good Reason,” each of them would be required to execute and deliver a general release and would be subject to certain restrictive covenants relating to non-competition, solicitation of our employees, protection of our confidential information and our ownership of work product and cooperation in litigation.
Mr. Sauer would be subject to mitigation obligations under the terms of his employment arrangement.
Definition of Termination for “Cause”
We generally would be entitled to terminate the employment of each of Messrs.
Sriubas, Punter,
Sauer or
SriubasSauer for “Cause” upon the following events: dishonesty, embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; willful unauthorized disclosure of confidential information; failure to obey a material lawful directive that is appropriate to his position from an executive in his reporting line; failure to comply with our written policies, including the Company’s Code of Conduct; material breach of his employment arrangement; failure (except in the event of disability) or refusal to substantially perform the material obligations under his employment arrangement; willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or conduct which is considered an offense involving moral turpitude under federal, state or local laws, or which might bring him to public disrepute, scandal or ridicule or reflect unfavorably upon any of our businesses or those who conduct business with us and our affiliated entities. With respect to Mr. Sauer, voluntary resignation during the term other than due to death or disability would also be considered termination for “Cause.”
With respect to Mr. Sriubas, the acts of dishonesty and embezzlement or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury must be proven prior to terminating for “Cause.”
We generally would be entitled to terminate the employment of Mr. Male for “Cause” upon the following events: embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; willful unauthorized disclosure of confidential information; failure to obey a material lawful directive that is appropriate to his position from an executive having authority to give such directive; failure to comply with our written policies, including the Company’s Code of Conduct; material breach of his employment agreement; resignation without Good Reason other than due to his death or
disability or in certain other circumstances;disability; willful failure or refusal after being given written notice (except in the event of disability) to substantially perform his material duties and responsibilities under the employment agreement; willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; conduct which is considered an offense involving moral turpitude under federal, state or local laws; or willful misconduct which brings him to public disrepute or scandal that does or is likely to do significant harm to our businesses or those who conduct business with us and our affiliated companies.
We generally would be entitled to terminate the employment of Mr. Shassian for “Cause” upon the following events: fraud, misappropriation or embezzlement; conviction of a felony or a misdemeanor involving fraud, perjury or moral turpitude; his repeated willful failure to perform services under the agreement;
or his material breach of certain provisions in his
agreement; or his terminating his employment during the term other than due to his death or disability.agreement.
Definition of “Good Reason” Termination
A “Good Reason” termination for Mr. Male generally would be triggered by the
following:occurrence of one of the following events without his consent: (1) a
material reduction in his annual salary, bonus or long-term incentive compensation opportunity; (2) a material reduction in his positions, titles, authorities, duties or responsibilities; (3) the assignment of duties or responsibilities that are materially inconsistent with his current authorities, duties and responsibilities or which materially impair his ability to function as our Chief Executive Officer (provided that assignment of authorities, duties or responsibilities relating to operations of a public company or which are consistent with those of a public company Chief Executive Officer would not trigger “Good Reason”); (4) material breach by us of any of our obligations under
thehis employment agreement; or (5) the requirement that he relocate outside the New York metropolitan area.
A “Good Reason” termination for
Mr.Messrs. Shassian, Sriubas,
Punter or Sauer generally would be triggered by the
following:occurrence of one of the following events without each NEO’s respective consent: (1)
(a) a
significant adverse change in the nature or scope of his authorities, powers, functions, responsibilities or duties attached to his position with the Company and any subsidiary, (b) amaterial reduction in the
aggregate amount of his annual baseexecutive’s salary or
target percentage bonus
received fromin effect prior to such reduction; (2) a material reduction in the positions, authorities, titles, duties or responsibilities in effect immediately prior to such reduction; (3) the assignment to an executive of duties or responsibilities that are inconsistent with his authorities, duties or responsibilities as they exist on the effective date of such executive’s employment agreement or that impair an executive’s ability to function in the role identified in such executive’s employment agreement; (4) the material breach by the Company
of any of its obligations under the executive’s employment agreement or any other agreement between an executive and
any subsidiary, (c)the Company; or (5) the requirement that the executive relocate more than a
50 mile radius outside the Borough of Manhattan. In addition, Mr. Sriubas may terminate for “Good Reason” in the event of: (x) a material reduction in his long-term incentive compensation opportunity from the level in effect on the date of his employment agreement, or such higher level as may be in effect at any time after such date, or
(d) the termination or denial of his rights to retirement or welfare benefits or(y) a
material reduction in the scope or value of
suchMr. Sriubas retirement or welfare benefits
in the aggregate (other than any such reduction that is generally applicable to all employees of the Company)
,. With respect to Mr. Shassian, the reductions described in clauses (1) and
such change reduction or termination is(2) above need not
remedied by the Company within ten business days after receipt by the Company of written notice from Mr. Sriubas of such change, reduction or termination, as the case may be; (2) any change of his principal place of employment to a location more than 50 miles from your principal place of employment as of the commencement of the employment term; or (3) any failure to pay him any compensation when due (other than an inadvertent failure that is remedied within ten business days after receipt of written notice from Mr. Sriubas). Messrs. Shassian, Punter and Sauer do not have a “Good Reason” provision in their employment arrangements.be material reductions.
Termination Following a Change in Control
Pursuant to the Amended and Restated Omnibus SIP and the related equity award terms and conditions,
with respect to equity award grants beginning in 2015, if an NEO (1) is involuntarily terminated by the Company without Cause (as defined in the NEO’s employment agreement or if not included in the NEO’s employment agreement, as defined in the each of the Amended and Restated Omnibus SIP, the related equity award terms and conditions, and the CIC Plan, as applicable) other than due to death or disability, (2) voluntarily terminates his employment with the Company for Good Reason (as defined in the NEO’s employment agreement or if not included in the NEO’s employment agreement, as defined in the each of the Amended and Restated Omnibus SIP, the related equity award terms and conditions, and the CIC Plan, as applicable), or (3) is terminated as a result of the death or disability of the NEO ((1), (2) and (3) are collectively referred to as a “Qualifying Separation”), following the consummation of a Change in Control, vesting of any outstanding, unvested equity awards granted to the NEO will
accelerate.accelerate, subject to the satisfaction of certain performance-based conditions applicable to any PRSU awards.
Pursuant to the CIC Plan, if an NEO experiences a Qualifying Separation, within a period of two years following the consummation of a Change in Control, the NEO is entitled to receive the following severance payments and benefits:
| |
ü | A single lump sum cash payment equal to the sum of two times the NEO’s base salary and two times the NEO’s target annual bonus, except for Mr. Male, who would receive three times his base salary and target annual bonus; |
| |
ü | A single lump sum cash payment of the NEO’s pro-rated target annual bonus for the year in which the Qualifying Separation occurs; and |
| |
ü | Premium payments for continuation health insurance coverage until the earlier of (a) two years (or three years with respect to Mr. Male) after the Qualifying Separation or (b) the date on which the NEO becomes eligible for health insurance coverage from a third party. |
As a condition of participation in the CIC Plan, among others, each NEO must execute a participation agreement (the “Participation Agreement”) in which the NEO agrees to the terms of his participation under the CIC Plan, and, except as otherwise provided in certain NEO’s Participation Agreement with respect to life insurance or expense reimbursement benefits, that the severance payments and benefits provided under the CIC Plan are in place of any other severance payments or benefits to which the NEO may be entitled under his employment agreement upon a Qualifying Separation. In addition, the Participation Agreement for each NEO provides that the non-competition and non-solicitation provisions set forth in the CIC Plan will supersede any similar restrictive covenants in each NEO’s employment agreement upon a Qualifying Separation. The CIC Plan does not replace or modify any accelerated equity vesting rights held by an NEO, which remain governed by the Amended and Restated Omnibus SIP and related equity award terms and conditions,
as well asand each
NEOsNEO’s employment agreement, as applicable.
The table above does not include potential payments under the CIC Plan upon a Qualifying Separation following a Change in Control because the CIC Plan did not become effective until January 1, 2016.
Termination Due to Disability
If Messrs. Shassian,
Sriubas, Punter
Sauer and
SriubasSauer were to be terminated during the employment term as a result of disability, they would receive salary earned through the date of termination, a
proratedpro-rated bonus for the calendar year in which the disability occurs
(which the executive would have earned), a
proratedpro-rated target bonus for the period during which they receive short-term disability benefits under our short-term disability
program,program. In the event of their permanent disability, Messrs. Male, Shassian, Sriubas, Punter and
Sauer would also receive accelerated vesting of
theirall outstanding
equityRSU and PRSU awards, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards. If Mr. Male were to be terminated during the employment term as a result of disability, he would
also receive the above payments and benefits,
plusincluding accelerated vesting of all outstanding RSU and PRSU awards upon his termination (subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards), the continued ability to exercise outstanding vested stock option awards before the expiration date of the stock option awards for a three-year period following his termination (or a greater period if so provided in his equity award terms and conditions), and the payment of expenses associated with his and his family’s repatriation back to the United Kingdom
during the 12-month period following the date of termination, plus an additional payment equal to the amount of all taxes payable by him with respect to the related reimbursement.
If Messrs. Male, Shassian,
Sriubas, Punter
Sauer and
SriubasSauer were to die during the employment term, their beneficiaries or estates would receive salary earned through the date of death,
any unpaid bonus for the prior calendar year, and a
proratedpro-rated bonus for the calendar year in which death
occurs (which the executiveoccurs. Messrs. Male, Shassian Sriubas, Punter and Sauer would
have earned) andalso receive accelerated vesting of
all of their outstanding
RSU and PRSU awards, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards. In addition, with respect to Mr. Male, his beneficiaries or estate would receive the continued ability to exercise outstanding vested stock option awards for a two-year period following Mr. Male’s death (or a greater period if so provided in his equity
awards.award terms and conditions). With respect to Mr. Shassian, his beneficiaries or estate would receive payment for any accrued but unused vacation days to which Mr. Shassian was entitled and any reimbursement for business expenses incurred but not yet approved and/or paid as of the date of his death. No additional payments or benefits would be due under
theireach NEO’s respective
contracts.employment agreement.
CEO Pay Ratio
Ratio of CEO Pay to Median Employee Pay. The annual total compensation of our median employee for 2017 was $63,058. As disclosed in the section entitled “—2017 Summary Compensation Table” our Chairman and Chief Executive Officer’s annual total compensation for 2017 was $5,404,229. Based on this information for 2017, the ratio of the compensation of the Chairman and Chief Executive Officer to the median annual total compensation of all other employees was reasonably estimated to be 86 to 1.
How We Identified the Media Employee. To identify the median employee, we identified our total employee population as of December 31, 2017, including our employees located in Canada, and in accordance with the SEC rules, excluded the Chairman and Chief Executive Officer. We then used total annual gross pay (including base salary, cash bonuses and long-term equity compensation), as reflected in our payroll records from January 1, 2017 to December 31, 2017, which we annualized for any employee who did not work for the entire year, to determine the median employee. Since our total employee population included an even number of employees, we took the average of the total annual gross pay of two employees. For the Company’s employees located in Canada, we applied an exchange rate as of December 31, 2017 to convert Canadian currency into U.S. dollars. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions. As a result, the Company’s pay ratio disclosure may not be comparable to the pay ratio reported by other companies.
Equity Compensation Plan Information
The following table sets forth certain information as of December 31,
20152017 regarding the only equity compensation plan maintained by the Company on that date, the Amended and Restated Omnibus SIP. As of December 31,
2015,2017, there were no other equity awards outstanding or securities available for future issuance under equity compensation plans not previously approved by security holders.
| | | | | | | | | | | | |
Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted- average exercise price of outstanding options, warrants and rights (b)(1) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |
Equity compensation plans approved by security holders | | | 1,597,829 | (2) | | $ | 15.72 | | | | 5,651,173 | (3) |
| | | | | | | | | | | | |
Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Total: | | | 1,597,829 | | | $ | 15.72 | | | | 5,651,173 | |
| | | | | | | | | | | | |
|
| | | | | | | | | | |
Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted-average exercise price of outstanding options, warrants and rights (b)(1) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(c) |
Equity compensation plans approved by security holders | | 1,797,413 |
| | $ | 20.69 |
| | 3,887,248 |
|
Equity compensation plans not approved by security holders | | — |
| | — |
| | — |
|
Total: | | 1,797,413 |
| | — |
| | 3,887,248 |
|
| |
(1) | The weighted-average exercise price in column (b) includes stock options only, and does not reflect the shares that will be issued in connection with the settlement of RSUs since RSUs have no exercise price. |
| |
(2) | The amount shown in column (a) includes the following awards that were granted under the Amended and Restated Omnibus SIP: 1,302,9321,632,120 shares of our common stock issuable in connection with the settlement of PRSUs and TRSUs, for which the number of PRSUs was determined based on the number of shares that could be earned assuming target achievement of the applicable performance conditions, as described above under “—Compensation Discussion and Analysis—Elements of 20152017 NEO Compensation—Performance-Based Compensation-Long-TermCompensation—Long-Term Equity Incentive Compensation,” and 294,897165,293 shares issuable upon the exercise of outstanding stock options. |
| |
(3) | The amount shown in column (c) represents shares of common stock remaining available for issuance under the Amended and Restated Omnibus SIP, under which the Committee is authorized to make awards of options, stock appreciation rights, restricted and unrestricted stock, RSUs, dividend equivalents, performance awards (including performance share units) and other equity-related awards. |
STOCK OWNERSHIP INFORMATION
Security Ownership of Certain Beneficial Owners and Management
The table below sets forth certain information with respect to the beneficial ownership of our common stock as of March 31,
20162018 by: (1) each stockholder known to us to beneficially own more than 5% of our common stock; (2) each of our directors and each director nominee; (3) each of our NEOs; and (4) all of our directors and executive officers as a group.
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable or exercisable within, or RSUs that will vest on or within, 60 days of March 31, 2016.2018. Securities that can be so acquired within 60 days of March 31, 2016,2018 are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Unless otherwise indicated below, we believe, based on the information furnished to us that the persons named in the table below have sole voting and investment power with respect to all shares of our common stock shown that they beneficially own, subject to community property laws, where applicable. As of March 31, 2016,2018, there were 137,868,748139,183,587 shares of our common stock outstanding. Unless otherwise indicated below, the address of each named person is c/o OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174. | | | | | | | | |
| | Shares of Common Stock Beneficially Owned | |
Name of Beneficial Owner | | Number of Shares | | | Percent of Shares | |
5% Beneficial Owners: | | | | | | | | |
| | |
Capital World Investors(1) 333 South Hope Street Los Angeles, CA 90071 | | | 12,484,504 | | | | 9.06 | % |
BlackRock Inc.(2) 55 East 52nd Street New York, NY 10022 | | | 9,582,462 | | | | 6.95 | % |
| | |
Brookfield Investment Management Inc.(3) Brookfield Place 250 Vessey St., 15th Floor New York, NY 10281-1023 | | | 9,638,171 | | | | 6.99 | % |
The Vanguard Group(4) 100 Vanguard Blvd Malvern, PA 19355 | | | 9,002,313 | | | | 6.53 | % |
| | |
FMR LLC(5) 245 Summer Street Boston, MA 02210 | | | 8,327,576 | | | | 6.04 | % |
JPMorgan Chase & Co.(6) 270 Park Avenue New York, NY 10017 | | | 7,734,612 | | | | 5.61 | % |
|
| | | | | |
| | Shares of Common Stock Beneficially Owned |
Name of Beneficial Owner | | Number of Shares | | Percent of Shares |
5% Beneficial Owners: | | | | |
JPMorgan Chase & Co.(1) 270 Park Avenue New York, NY 10017 | | 15,034,514 |
| | 10.80% |
The Vanguard Group(2) 100 Vanguard Blvd Malvern, PA 19355 | | 14,728,363 |
| | 10.58% |
Capital World Investors(3) 333 South Hope Street Los Angeles, CA 90071 | | 11,042,213 |
| | 7.93% |
BlackRock Inc.(4) 55 East 52nd Street New York, NY 10055 | | 9,552,626 |
| | 6.86% |
FMR LLC(5) 245 Summer Street Boston, MA 02210 | | 7,780,121 |
| | 5.59% |
Directors and Named Executive Officers: | | | | |
Nicolas Brien(6) | | 14,503 |
| | * |
Angela Courtin | | — |
| | * |
Manuel A. Diaz(6) | | 11,617 |
| | * |
Jeremy J. Male(6)(7) | | 496,258 |
| | * |
Peter Mathes(6) | | 20,154 |
| | * |
Clive Punter(6) | | 50,179 |
| | * |
Richard H. Sauer(6) | | 50,007 |
| | * |
Donald R. Shassian(6) | | 251,431 |
| | * |
Andrew R. Sriubas(6) | | 58,937 |
| | * |
Susan M. Tolson(6) | | 11,620 |
| | * |
Joseph H. Wender(6) | | 12,742 |
| | * |
All directors and executive officers as a group (13 persons)(6)(7) | | 1,046,240 |
| | * |
| | | |
| | | | |
| | Shares of Common Stock
Beneficially Owned | |
Name of Beneficial Owner
| | Number of Shares | | | Percent of Shares | |
Directors and Named Executive Officers:
| | | | | | | | |
* | Less than 1%. |
| |
William Apfelbaum (7)
| | | 28,031 | | | | | * |
Nicolas Brien(8)
| | | 4,278 | | | | | * |
Manuel A. Diaz(8)
| | | 1,392 | | | | | * |
Jeremy J. Male(8)(9)
| | | 251,003 | | | | | * |
Peter Mathes(8)
| | | 10,929 | | | | | * |
Clive Punter(8)
| | | 8,866 | | | | | * |
Richard H. Sauer(8)(9)
| | | 20,019 | | | | | * |
Donald R. Shassian(8)
| | | 132,438 | | | | | * |
Andrew Sriubas(8)
| | | 9,247 | | | | | * |
Susan M. Tolson(8)
| | | 1,395 | | | | | * |
Joseph H. Wender(8)
| | | 2,517 | | | | | * |
All directors and executive officers as a group (13 persons) (8)(9)
| | | 494,314 | | | | | * |
* Less than 1%.
(1) | Based solely on information contained in a report on Amendment No. 13 to Schedule 13G/A, filed with the SEC on January 24, 2018 (the “JPM 13G”), by JPMorgan Chase & Co. (“JPM”), reporting beneficial ownership as of December 29, 2017. The JPM 13G/A reported that JPM has sole voting power over 14,505,334 shares and sole dispositive power of 15,034,514 shares. |
| |
(2) | Based solely on information contained in a report on Amendment No. 4 to Schedule 13G, filed with the SEC on April 10, 2018 (the “Vanguard 13G/A”), by The Vanguard Group (“Vanguard”), reporting beneficial ownership as of March 29, 2018. The Vanguard 13G/A reported that Vanguard has sole voting power over 73,050 shares, shared voting power over 17,360 shares, sole dispositive power of 14,650,399 shares and shared dispositive power of 77,964 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 60,604 |
shares as a result of serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 29,806 shares as a result of serving as investment manager of Australian investment offerings.
| |
(3) | Based solely on information contained in a report on Amendment No. 3 to Schedule 13G, filed with the SEC on February 12, 201614, 2018 (the “Capital World 13G”13G/A”), by Capital World Investors (“Capital World”), reporting beneficial ownership as of December 31, 2015.29, 2017. The Capital World 13G13G/A reported that Capital World has sole voting power over 12,484,50411,042,213 shares and sole dispositive power of 12,484,50411,042,213 shares. Capital World is deemed to be the beneficial owner of these shares as a result of Capital Research and Management Company acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Capital World disclaims beneficial ownership of these shares. |
(2) | Based solely on information contained in a report on Amendment No. 1 to Schedule 13G, filed with the SEC on January 27, 2016 (the “BlackRock 13G”), by BlackRock, Inc. (“BlackRock”), reporting beneficial ownership as of December 31, 2015. The BlackRock 13G reported that BlackRock has sole voting power over 9,069,015 shares and sole dispositive power of 9,582,462 shares. |
(3) | Based solely on information contained in a report on Amendment No. 1 to Schedule 13G, filed with the SEC on February 16, 2016 (the “Brookfield 13G”), by Brookfield Investment Management Inc. (“Brookfield”), reporting beneficial ownership as of December 31, 2015. The Brookfield 13G reported that Brookfield has sole voting power over 7,806,201 shares and sole dispositive power of 9,638,171 shares. |
(4) | Based solely on information contained in a report on Amendment No. 1 to Schedule 13G, filed with the SEC on February 11, 2016January 29, 2018 (the “Vanguard 13G”“BlackRock 13G/A”), by The Vanguard GroupBlackRock, Inc. (“Vanguard”BlackRock”), reporting beneficial ownership as of December 31, 2015.2017. The Vanguard 13GBlackRock 13G/A reported that VanguardBlackRock has sole voting power over 98,9868,206,827 shares shared voting power over 7,400 sharesand sole dispositive power over 8,904,227 shares and shared dispositive power over 98,086of 9,552,626 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 90,686 shares as a result of serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 15,700 shares as a result of it serving as an investment manager of Australian investment offerings. |
| |
(5) | Based solely on information contained in a report on Amendment No. 3 to Schedule 13G, filed with the SEC on February 12, 201613, 2018 (the “FMR 13G”13G/A”), by FMR LLC (“FMR”), reporting beneficial ownership as of December 31, 2015.29, 2017. The FMR 13G13G/A reported that FMR has sole voting power over 640,5571,952,146 shares and sole dispositive power of 8,327,5767,780,121 shares. |
(6) | Based solely on information contained in a report on Schedule 13G, filed with the SEC on January 28, 2016 (the “JPM 13G”), by JPMorgan Chase & Co. (“JPM”), reporting beneficial ownership as of December 31, 2015. The JPM 13G reported that JPM has sole voting power over 7,514,421 shares, shared voting power over 101 shares, sole dispositive power over 7,732,553 shares and shared dispositive power over 485 shares. |
(7) | Includes additional shares of our common stock which the indicated director holds indirectly: Mr. Apfelbaum, 22,423. |
(8)(6) | Includes shares acquired due to the settlement of dividend equivalents into shares of our common stock at vesting. |
(9) | |
(7) | Includes the following103,413 shares of our common stock which the indicated NEOJeremy J. Male had the right to acquire on or within 60 days of March 31, 2016, (i)2018 upon the exercise of stock options: Mr. Male, 51,706; and (ii) upon the settlement of RSUs: Mr. Sauer, 180.options. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC and the NYSE. Based solely on our review of the reports filed during
20152017 and questionnaires from our directors and executive officers, we determined that
with the exception of two late Form 4 filings related to two transactions by Mr. Apfelbaum, no director, executive officer or beneficial owner of more than 10% of our common stock failed to file a report on a timely basis during
2015.2017.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Related Persons
Agreement and Plan of Reorganization with CBS
On January 15, 2014, the Company entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) with CBS, which prior to the Separation (as defined below) was our indirect parent, and a wholly owned subsidiary of CBS, pursuant to which, among other things, the Company paid (i) $1.52 billion from the net proceeds from (1) the issuance by wholly-owned subsidiaries Outfront Media Capital LLC and Outfront Media Capital Corporation of $400.0 million aggregate principal amount of 5.250% Senior Notes due 2022 and $400.0 million aggregate principal amount of the 5.625% Senior Notes due 2024 that were on issued on January 31, 2014 and (2) borrowings of $800.00 million under a term loan due in 2021, pursuant to a credit agreement entered into among Outfront Media Capital LLC, Outfront Media Capital Corporation, Citibank, N.A. and the other lenders party thereto, on January 31, 2013, and (ii) $515.0 million from the $615.00 million of net proceeds from the IPO, to such wholly owned subsidiary of CBS, together with shares of our common stock, in consideration for the contribution of the entities comprising CBS’s Outdoor Americas operating segment to the Company pursuant to the reorganization transactions. On July 16, 2014, CBS disposed of all of its shares of our common stock and as of July 16, 2014, we were separated from CBS (the “Separation”) and were no longer a subsidiary of CBS. Pursuant to the Reorganization Agreement, a portion ($100.0 million) of the IPO proceeds was retained by us and was applied to the $109.5 million cash portion of the special dividend to distribute our accumulated earnings and profits as of July 17, 2014, the date we began operating as a REIT for U.S. federal income tax purposes, including any earnings and profits allocated to the Company by CBS in connection with the Separation (the “E&P Purge”). CBS transferred the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the payment of the E&P Purge.
Master Separation Agreement with CBS
In connection with our IPO, the Company entered into a master separation agreement with CBS, providing for, among other things, the Company’s responsibility for liabilities related to the Company’s business and the responsibility of CBS for liabilities unrelated to the Company’s business as well as indemnification obligations and ongoing commitments of each of the Company and CBS.
The master separation agreement also contains provisions allocating between the Company and CBS liabilities related to the employment of current and former employees of the Company and the compensation and benefit plans and programs in which such employees participate. In general, the Company assumes or retains liabilities related to the employment, compensation and benefits of current and former employees; however, CBS retains liabilities related to current and former employees under certain defined benefit pension plans sponsored by CBS.
Transition Services Agreement with CBS
Prior to the IPO, CBS performed or supported many important corporate functions for the Company. The Company’s historical financial statements reflect charges for these services on an allocation basis. In connection with the IPO, the Company entered into a transition services agreement with CBS, pursuant to which CBS would provide the Company with certain services, and the Company would provide CBS with certain limited services, in each case, on an interim basis for a limited period. The services provided to the Company by CBS include legal, finance, information technology, insurance, tax and employment functions. In connection with the Separation, we amended the transition services agreement to extend the time periods in which CBS would provide the transaction services described above to January 16, 2015 or to July 16, 2015, as applicable depending on the services being provided. The agreed-upon charges for such services are generally on a cost-plus-margin basis and each party has agreed to reimburse the other for its out-of-pocket costs in connection therewith. The liability of each party under the transition services agreement for the services it provides is generally limited. As of December 31, 2014, all services previously provided by CBS have been transitioned to us. For more information on the allocation of the charges for services and benefits provided to us by CBS, see Note 7 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Tax Matters Agreement with CBS
In connection with the IPO, the Company entered into a tax matters agreement with CBS, which governs the respective rights, responsibilities and obligations of CBS and the Company with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes for the periods during which the Company was a member of the CBS consolidated tax group. Pursuant to the tax matters agreement, we are liable to pay CBS for any taxes imposed on or related to us while we were a member of the CBS consolidated tax group. In addition, CBS is liable to pay us for any reductions in taxes paid related to us while we were a member of the CBS consolidated tax group. The tax matters agreement also separately allocates among the parties any tax liability arising as a result of any failure of the Separation to qualify as a tax-free transaction based on actions taken during the two-year period following the Separation.
License Agreement with CBS
In connection with the IPO, the Company entered into a license agreement with a wholly owned subsidiary of CBS, pursuant to which the Company had the right to use “CBS” in the corporate names of the Company and the right to use the “CBS” mark and the “CBS” logo on the Company’s advertising billboards for a limited of time following the Separation. In connection with the Separation, the Company amended the license agreement to extend the time period in which the Company had the right to use “CBS” in the corporate names of the Company to December 31, 2014, and has the right to use the “CBS” mark and logo on the Company’s advertising displays to March 31, 2016. On November 20, 2014, the Company rebranded, and the Company changed its legal name to “OUTFRONT Media Inc.”
Registration Rights Agreement with CBS
In connection with the IPO, the Company entered into a registration rights agreement with CBS that provided CBS and its affiliated entities with certain registration rights for shares of the Company’s common stock owned by them, including demand registration rights and piggyback registration rights. In connection with the Separation, CBS disposed of all of its shares of our common stock subject to the registration rights agreement.
Other Transactions with CBS
For advertising spending placed by CBS and its subsidiaries, we recognized total revenues of $18.6 million, of which $7.7 million was before the Separation, for 2014 and $14.9 million for 2013. As of December 31, 2014, in connection with the Separation, there were no receivables from CBS and payables to CBS were $0.2 million.
Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $10.4 million, of which $4.3 million was before the Separation, in 2014 and $9.3 million in 2013.
On July 16, 2014, as a result of the Separation, CBS and their affiliates, including Viacom Inc., ceased to be related persons.
Transactions with Directors and Executive Officers
Clive Punter, the Company’s Executive Vice President and Chief Revenue Officer, was a founding partner of GeniusQ, which provided consulting services to the Company from 2012 to 2014. Pursuant to a consulting agreement, GeniusQ provided consulting and advisory services to the Company from May 2014 to October 2014, resulting in payments by the Company to GeniusQ, for the benefit of Mr. Punter, of approximately $289,000.
For a description of the related person transaction involving
William Apfelbaum,Nicolas Brien, a member of the Company’s
boardBoard of
directors,Directors, see “Directors, Executive Officers and Corporate Governance—Compensation Committee Interlocks and Insider Participation.”
Review, Approval or Ratification of Transactions with Related Persons
The Company has a written policy regarding the review and approval, ratification or other action to be taken with respect to transactions with related persons. Pursuant to this policy, the Nominating and Governance Committee will review and approve, ratify or take other actions it deems appropriate with respect to a related person transaction that, under the rules of the SEC, is required to be disclosed in the Company’s proxy statement or Annual Report on Form 10-K. In its review, the Nominating and Governance Committee will be provided with the details of a proposed related person transaction, including the terms of the related person transaction, the business purpose of the related person transaction, and the benefits to the Company and to the relevant related persons that are derived from the related person transaction. In determining whether to approve, ratify or take any other action it deems appropriate with respect to the related person transaction, the Nominating and Governance Committee will consider, among other factors, the following factors to the extent relevant to the related person transaction: (a) whether the terms of the related person transaction are fair to the Company and on the same basis would apply if the transaction did not involve a related person; (b) whether there are business reasons for the Company to enter into the related person transaction; (c) whether the related person transaction would impair the independence of an outside director; and (d) whether the related person transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account several factors. Any member of the Nominating and Governance Committee who is a related person with respect to a transaction under review will abstain from voting on any action to be taken with respect to the related person transaction but may, if so requested by the chair of the Nominating and Governance Committee, participate in some or all of the discussions with respect to the related person transaction. Under the policy, the Company’s legal staff is primarily responsible for determining whether a related person has a direct or indirect material interest in a transaction with the Company that is required to be disclosed. The determination will be made after a review of the information obtained from the related person and information available from the Company’s records.
The agreements and/or transactions set forth in this section that pertain to CBS were entered into prior to the completion of the IPO and were not subject to the Company’s related person transaction policy.
PROPOSAL NO. 1—ELECTION OF DIRECTORS
Upon the recommendation of the Nominating and Governance Committee, the full Board of Directors has considered and nominated the following
slate of Class
II nomineeI nominees for a three-year term expiring in
2019: Nicolas Brien.2021: Manuel A. Diaz, Peter Mathes and Susan M. Tolson. Action will be taken at the Annual Meeting for the election of
thisthese three Class
II nominee. 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, and therefore his term will expire at the commencement of the Annual Meeting. See “Directors, Executive Officers and Corporate Governance—Election and Classification of Directors.”I nominees.
Unless otherwise instructed, the persons named in the form of proxy card attached to this proxy statement intend to vote the proxies held by them for the election of
Nicolas Brien.Manuel A. Diaz, Peter Mathes and Susan M. Tolson. If, for any reason,
any of the director
nominee becomesnominees become unavailable for election, the persons named in the form of proxy card may exercise discretion to vote for
a substitute
nomineenominees proposed by the Board.
TheEach of the director
nomineenominees has indicated that he will be able to serve if elected and has agreed to do so.
The relevant experiences, qualifications, attributes or skills of
theeach director nominee that led the Board to recommend the above
personpersons as
a nomineenominees for director are described in the section entitled “Directors, Executive Officers and Corporate Governance.”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE CLASS
III DIRECTOR
NOMINEENOMINEES NAMED ABOVE.
PROPOSAL NO. 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31,
2016,2018, subject to stockholder ratification. Although ratification is not required by the Bylaws or otherwise, the Board is submitting the selection of PwC to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.
As part of its engagement process and in order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a rotation of the Company’s independent registered public accounting firm. In determining whether to reappoint the independent auditor, the Audit Committee considers the independent auditor’s qualifications, its independence and the length of time the firm has been engaged, in addition to considering the quality of the work performed by the independent auditor and an assessment of the past performance of both the lead audit partner and PwC. PwC has served as the Company’s independent registered public accounting firm since the IPO, and prior to the IPO, when the Company was a subsidiary of CBS. PwC rotates its lead audit engagement partner every five years, at which time, the Audit Committee interviews proposed candidates and selects the lead audit engagement partner. The Audit Committee believes that there are significant benefits to having an independent registered public accounting firm with an extensive history with the Company, including the operational and cost efficiencies of using a firm with institutional knowledge of the Company’s business, operations, accounting policies, financial systems and internal control framework.
Representatives of PwC are expected to be present at the Annual Meeting and will be given an opportunity to make a statement if they desire to do so. They will also be available to respond to questions at the Annual Meeting.
The following table sets forth fees for professional services rendered by PwC to the Company and its subsidiaries for each of the years ended December 31,
2015and 2014. | | | | | | | | |
| | 2015 | | | 2014 | |
Audit Fees(1) | | $ | 2,248,619 | | | $ | 2,865,301 | |
Audit-Related Fees(2) | | | 753,006 | | | | 94,043 | |
Tax Fees(3) | | | 298,534 | | | | 78,389 | |
All Other Fees(4) | | | 5,400 | | | | — | |
| | | | | | | | |
Total | | $ | 3,305,559 | | | $ | 3,037,733 | |
2016 and 2017. |
| | | | | | | | |
| | 2016 | | 2017 |
Audit Fees(1) | | $ | 1,549,300 |
| | $ | 2,080,200 |
|
Audit-Related Fees(2) | | 127,700 |
| | 72,300 |
|
Tax Fees(3) | | 200,800 |
| | 34,500 |
|
All Other Fees | | — |
| | — |
|
Total | | $ | 1,877,800 |
| | $ | 2,187,000 |
|
| |
(1) | Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including quarterly financial statement reviews, statutory audits, engagements required by Federal or state regulatory agencies, and comfort letters. |
| |
(2) | Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements other than those included in “Audit Fees.” These services include due diligence related to the Company’s acquisition activities, contractually required audits, audits of the Company’s pension plans and carve-out audits related to divestitures. |
| |
(3) | Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning, including international tax compliance, transfer pricing studies and tax due diligence and planning related to the Company’s acquisition and divestiture activity. |
(4) | All Other Fees for 2015 includes a license for accounting research software. |
All audit and non-audit services provided to the Company by PwC for
20152017 were pre-approved by either the full Audit Committee or the Chair of the Audit Committee. Pursuant to the Audit Committee’s pre-approval policies and procedures in effect during
2015,2017, the Chair of the Audit Committee was authorized to pre-approve the engagement of PwC to provide certain specified audit and non-audit services, and the engagement of any accounting firm to provide certain specified audit services, up to a maximum amount of $100,000 per engagement, with the total amount of such authorizations outstanding that have not been reported to the Audit Committee not to exceed an aggregate of $250,000. The Audit Committee receives regular reports on the engagements approved by the Chair pursuant to this delegation. For
2016,2018, the Audit Committee adopted the same pre-approval policies and procedures that were in effect for
2015,2017, and at the same per engagement and aggregate authorized amounts that were in effect for
2015.2017.
In appointing PwC as the Company’s independent registered public accounting firm for the year ending December 31,
2016,2018, and in recommending that the Company’s stockholders ratify the appointment, the Audit Committee has considered whether the non-audit services provided by PwC were compatible with maintaining PwC’s independence from the Company and has determined that such services do not impair PwC’s independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
2016.2018.
REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of OUTFRONT Media Inc., a Maryland corporation (the “Company”), 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 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 charter of the Audit Committee provides that the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and the audit of the consolidated financial statements of the Company. The Audit Committee also assists in the Board’s oversight of:
The quality and integrity of the Company’s consolidated financial statements and related disclosures;
The evaluation of the effectiveness of the Company’s internal control over financial reporting, disclosure controls and procedures and risk management procedures;
The Company’s compliance with legal and regulatory requirements;
The independent auditor’s qualifications and independence; and
The performance of the Company’s internal audit function and independent auditor.
A brief description of the primary responsibilities of the Audit Committee is included in the Company’s proxy statement for the 20162017 Annual Meeting of Stockholders in the section entitled “Directors, Executive Officers and Corporate Governance—Governance—Board Committees—Committees—Audit Committee.”
The Audit Committee also discusses certain matters with the independent auditor on a regular basis, including the Company’s critical accounting policies, certain communications between the independent auditor and management, and the qualifications of the independent auditor.
The Company’s management is responsible for the preparation of the Company’s consolidated financial statements, the financial reporting processes and maintaining effective internal control over financial reporting. The independent auditor is responsible for performing an audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and expressing an opinion on the conformity of the audited consolidated financial statements to U.S. generally accepted accounting principles and as to the effectiveness of our internal control over financial reporting.
As part of its oversight role, the Audit Committee has reviewed and discussed with management and the Company’s independent auditor, PricewaterhouseCoopers LLP (“PwC”), the Company’s audited consolidated financial statements for the year ended December 31,
2015,2017, and the Company’s disclosures in the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in the Company’s Annual Report on Form 10-K for the year ended December 31,
2015.2017.
The Audit Committee has also discussed with PwC all required communications, including the matters required to be discussed pursuant to Auditing Standards No.
161301 adopted by the PCAOB regarding “Communication with Audit Committees.” In addition, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PwC the firm’s independence from the Company.
Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31,
2015.2017.
Members of the Audit Committee
PROPOSAL NO. 3—NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF
THE COMPANY’S NAMED EXECUTIVE OFFICERS
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement in the section entitled “Executive Compensation.” As an advisory vote, this proposal is not binding. However, the Board and the Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal, and expect to consider the outcome of the vote when making future compensation decisions for our named executive officers.
The text of the resolution with respect to Proposal No. 3 is as follows:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
As more fully discussed in the section entitled “Executive Compensation—Compensation—Compensation Discussion and Analysis,” the Company’s compensation programs are designed to motivate and reward business success and to increase stockholder value. The core objectives of these programs are to provide compensation arrangements that are stockholder value focused, market-based, performance-based and flexible. In particular, stockholders should note the following:
A significant portion of our named executive officers’ total compensation is tied to the achievement of the Company’s financial goals and individual accomplishments that contribute to the Company’s success in the short- and long-term.
Long-term equity incentive grants, which constitute a key component of our executive compensation, typically have a multi-year vesting period designed to motivate our named executive officers to make business decisions that, over the long-term, should increase the price of our common stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON A
NON- BINDINGNON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
STOCKHOLDER PROPOSALS FOR THE
20172019 ANNUAL MEETING OF STOCKHOLDERS
If any stockholder wishes to propose a matter for consideration at our
20172019 Annual Meeting of Stockholders, the proposal should be mailed to the Company’s
Corporate Secretary at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174. To be eligible under the SEC rules for inclusion in the Company’s proxy statement and form of proxy relating to the
20172019 Annual Meeting of Stockholders, a proposal must be received by our Company’s
Corporate Secretary on or before December
22, 2016.27, 2018. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.
In addition, the Bylaws permit stockholders to nominate directors and present other business for consideration at our
20172019 Annual Meeting of Stockholders, but not for inclusion in the Company’s proxy statement and form of proxy relating to the
20172019 Annual Meeting of Stockholders. To make a director nomination or present other business for consideration at the
20172019 Annual Meeting of Stockholders, you must submit a timely notice in accordance with the procedures described in the
current Bylaws. To be timely, a stockholder’s notice shall be delivered to the Company’s
Corporate Secretary, at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174 not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Therefore, to be presented at our Annual Meeting to be held in
2017,2019, such a proposal must be received on or after November
22, 2016,27, 2018, but not later than December
22, 2016.27, 2018. In the event that the date of the Annual Meeting of Stockholders to be held in
20172019 is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, such notice by the stockholder must be so delivered not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in the Bylaws.
As of the date of this proxy statement, the Board does not know of any other matters which are likely to be brought before the Annual Meeting. The proxy card grants to the persons named in the proxy card the discretionary authority to vote on all other matters properly raised at the Annual Meeting.
|
| |
| By Order of the Board of Directors, |
| |
| Lisa M. Tanzi |
|
RICHARD H. SAUER |
Executive Vice President, General Counsel andCorporate Secretary |
We make available, free of charge on our website all of our filings that are made electronically with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. To access these filings, go to the Investor Relations section of our website, atwww.outfrontmedia.com. Copies of our Annual Report on Form 10-K for the year ended December 31, 2015,2017, including the related financial statements and schedules, filed with the SEC, are also available without charge to stockholders upon written request addressed to the Company’s Corporate Secretary, Richard H. Sauer,Lisa M. Tanzi, at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174. We may impose a reasonable fee for expenses associated with providing copies of separate exhibits to any SEC report when such exhibits are requested.OUTFRONT MEDIA INC.
C/O WELLS FARGO SHAREHOLDER SERVICES
1110 CENTRE POINT CURVE
SUITE 101
MENDOTA HEIGHTS, MN 55120-4100
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your
Outfront proxy
card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Manuel Diaz, Peter Mathes, Susan Tolson pricewaterhousecoopers ratification appointment TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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E05281-P77033 | | KEEP THIS PORTION FOR YOUR RECORDS |
| | |
| | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| | | | | | | | | | | | | | | | | | |
| | OUTFRONT MEDIA INC. | | For All | | Withhold All | | For All Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | |
| | | | The Board of Directors recommends you vote FOR the following:
| | | | | | | | | | | | |
| | | | 1. Election of One Class II Director Nominee
| | ¨ | | ¨ | | ¨ | | | | | | | | |
| | | | Nominee:
| | | | | | | | | | | | | | |
| | | | 01) Nicolas Brien
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | The Board of Directors recommends you vote FOR proposals 2 and 3.
| | | | For | | Against | | Abstain | | |
| | | | | | 2. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as OUTFRONT Media Inc.’s independent registered public accounting firm for fiscal year 2016.
| | ¨ | | ¨ | | ¨ | | |
| | | | | | 3. Approval, on a non-binding advisory basis, of the compensation of OUTFRONT Media Inc.’s named executive officers.
| | ¨ | | ¨ | | ¨ | | |
| | | | | | NOTE:To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.
| | | | | | | | |
| | | | | | This proxy is solicited on behalf of the Board of Directors of OUTFRONT Media Inc. The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s). If no direction is made, this proxy will be voted FOR items 1, 2 and 3. If any other matters properly come before the meeting, the persons named in this proxy will vote in their discretion.
| | | | | | | | |
| | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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| | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | |
Important Notice Regarding the Availability of Proxy Materials for theJune 11, 2018 Withhold executive officers Annual Meeting of Stockholders to be held on June 7, 2016:
The Notice and Proxy Statement and 2015 Annual Report to Stockholders are available atwww.proxyvote.com.
E05282-P77033
OUTFRONT MEDIA INC.
Annual Meeting of Stockholders
June 7, 2016, 10:00 AM EDT
This proxy is solicitedVote by the Board of Directors
The undersigned stockholder(s) of OUTFRONT Media Inc., a Maryland corporation, hereby appoint(s) Jeremy M. Male andRichard H. Sauer, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of OUTFRONT MEDIA INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, EDT on June 7, 2016,at 605 Third Avenue, New York, NY 10158, and any postponement or adjournment thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders, Proxy Statement and the Annual Report to Stockholders, and hereby revokes any proxy heretofore given with respect to the Annual Meeting of Stockholders.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEE(S) LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
Continued and to be signed on reverse side
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