SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. ~~20549~~

__________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the

Securities Exchange Act of 1934

__________________________

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


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x		Definitive Proxy Statement

¨	o	Definitive Additional Materials

¨	o	Soliciting Material Pursuant to § 240.14a-12

(Name of Registrant as Specified In Its Charter)



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405 Lexington Avenue, 17th Floor

New York, New York 10174

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

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

Thank you for your continued support of OUTFRONT Media Inc.

~~Sincerely,~~

~~JEREMY J. MALE~~

~~Chairman and Chief Executive Officer~~


			Sincerely,

			JEREMY J. MALE
			Chairman and Chief Executive Officer

405 Lexington Avenue, 17th Floor

New York, New York 10174

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

1.To elect the four Class I director nominees, named in this proxy statement, each to serve until the 2022 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies.

2.To ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2021.

3.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

4.To determine, on a non-binding advisory basis, whether a non-binding advisory vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years.

5.To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Only stockholders of record at the close of business on April ~~15, 2016~~9, 2021 are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Each stockholder of record is entitled to one vote for each share of common stock held at that time.

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

We mailed a Notice of Internet Availability of Proxy Materials on or about April ~~21, 2016.~~

23, 2021.


		~~Page~~		By Order of the Board of Directors,
~~General Information About The Annual Meeting And Voting~~			1
~~Directors, Executive Officers and Corporate Governance~~				6

	LOUIS J. CAPOCASALE
	Corporate Secretary
April 23, 2021

405 Lexington Avenue, 17th Floor

New York, New York 10174

April ~~21, 2016~~

23, 2021

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What are proxy materials?

OUTFRONT Media Inc., a Maryland corporation (the “Company,” “we,” “our” or “us”), made these proxy materials available to you via the internet or, upon your request, have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of the Company of proxies to be voted at the Company’s ~~2016~~2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June ~~7, 2016,~~8, 2021, at 10:00 a.m., Eastern Daylight Time via a live audio webcast, and at any postponement or adjournment of the Annual Meeting. The Notice of Internet Availability of Proxy Materials, proxy statement and form of proxy are being distributed and made available on the internet on or about April ~~21, 2016,~~23, 2021, to all stockholders entitled to notice of, and to vote at, the Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting via webcast and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under the U.S. Securities and Exchange Commission ~~(“SEC”~~(the “SEC”) rules, and is designed to assist you in voting your shares. The proxy materials include this proxy statement for the Annual Meeting, an annual report to stockholders, including our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2020, and the proxy card or a voting instruction ~~card~~form for the Annual Meeting.

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

In accordance with the SEC rules, we may furnish proxy materials, including this proxy statement and our annual report, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Accordingly, we are sending the Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners as of the close of business on April ~~15, 2016~~9, 2021 (the “Record Date”) on or about April ~~21, 2016.~~23, 2021. Stockholders receiving a Notice of Internet Availability of Proxy Materials by mail will not receive a printed copy of proxy materials, unless they so request. Instead, the Notice of Internet Availability of Proxy Materials will instruct stockholders as to how they may access and review proxy materials on the internet. Stockholders who receive a Notice of Internet Availability of Proxy Materials by mail who would like to receive a printed copy of the Company’s proxy materials, including a proxy card or voting instruction ~~card,~~form, should follow the instructions for requesting these materials included in the Notice of Internet Availability of Proxy Materials. Stockholders who currently receive printed copies of proxy materials who would like to receive future copies of these documents electronically instead of by mail should follow the instructions for requesting electronic delivery set forth in the proxy card, the form of which is included inwith this proxy statement.

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

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

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

instructions have been received from the affected stockholders. If you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, proxy statement or annual report to stockholders, as applicable, please notify your broker if your shares are held in a brokerage account, or the Company’s Corporate Secretary at the address or

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

There are 34 proposals scheduled to be considered and voted on at the Annual Meeting:

•Proposal No. 1: The election of the four Class III director ~~nominee~~nominees named in this proxy statement, each to serve until the ~~2019~~2022 Annual Meeting of Stockholders and until his or her 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.~~2021.

•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.

•Proposal No. 4: The determination, on a non-binding advisory basis, as to whether a non-binding advisory vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years.

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

•“FOR” election of the four Class III director ~~nominee~~nominees named 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.~~2021.

•“FOR” approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, as disclosed in this proxy statement.

•“ONE YEAR” with respect to the determination, on a non-binding advisory basis, as to whether a non-binding advisory vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years.

Who is entitled to vote at the Annual Meeting?

Stockholders as of the close of business on the Record Date may vote at the Annual Meeting. As of the Record Date, there were ~~137,914,417~~145,538,216 shares of our common stock, par value $0.01 per share (“common stock”) and 400,000 shares of our Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), outstanding. You are entitled to one vote for each share of common stock held by you as of the Record Date.

At the Annual Meeting, each share of Series A Preferred Stock entitles the record holder of Series A Preferred Stock to 16 votes per share, which is the number of votes equal to the largest number of whole shares of common stock into which each share of Series A Preferred Stock could be converted as of the Record Date. Thus, holders of shares of Series A Preferred Stock are entitled to an aggregate of 6,400,000 votes for each director nominee and on each other proposal considered and voted upon at the Annual Meeting, and will vote as a single class with the holders of our common stock at the Annual Meeting. Accordingly, the aggregate number of votes that may be cast by the holders of our common stock and our Series A Preferred Stock at the Annual Meeting, voting together as a single class, is 151,938,216 votes.

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

Meeting by webcast.

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

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

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

What votes are required with respect to each proposal?

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

“for” each nominee must exceed the number of votes “against” such nominee.

Proposal No. 2, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ~~the~~ fiscal year ~~2016, will be determined by~~2021, requires the affirmative vote of a majority of ~~all~~ the votes cast ~~in person or represented by proxy at~~on the ~~Annual Meeting and entitled to vote.~~

matter, which means that the number of votes “for” the proposal must exceed the number of votes “against” the proposal.

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

Proposal No. 4, the non-binding advisory vote on whether a non-binding advisory vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years, will be determined by the affirmative vote of a majority of the votes cast on the matter, which means that the number of votes for either “one”, “two” or “three” years must represent a majority of the number of votes cast for these three options in the aggregate. In the event that no option receives a majority of the votes cast, the Company will consider the option that receives the most votes to be the option selected by our stockholders. As an advisory vote, this proposal is not binding. However, the Board will consider the outcome of the vote when making future decisions regarding the frequency of future votes on the compensation of our named executive officers.

How are ~~broker non-votes~~votes counted?

With respect to each of Proposals Nos. 1, 2, and ~~abstentions counted?~~

3, you may vote “for”, “against” or “abstain” from voting on any such proposal.

With respect to Proposal No. 4, you may vote “one year”, “two years”, “three years” or “abstain”.

A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a broker who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At the Annual Meeting, only Proposal No. 2, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ~~the~~ fiscal year ~~2016,~~2021, is considered a routine matter. Your broker will therefore not have discretion to vote on Proposals Nos. 1, 3 and 3,4, but will have discretion to vote on Proposal No. 2.

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

If any nominee for director in an uncontested election receives a greater number of “against” votes than votes “for” his or her election (a “Majority Against Vote”), the nominee has not received the requisite votes needed to be elected to the Board and the Company’s Corporate Governance Guidelines require that such incumbent director nominee promptly tender a written offer of resignation to the Chairman of the Board. The Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) will promptly consider the director’s offer of resignation and recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the Majority Against Vote. In making this recommendation, the Nominating and Governance Committee will consider all factors deemed relevant by its members, including, without limitation, the stated reason or reasons why the stockholders voted “against” the election of the applicable director (if ascertainable), the qualifications of the director whose resignation has been tendered, the director’s contributions to the Company, the overall composition of the Board and whether by accepting such resignation, the Company will no longer be in compliance with any applicable law, rule, regulation or governing document (including the New York Stock Exchange (“NYSE”) listing standards, federal securities laws or the Company’s Corporate Governance Guidelines), and whether or not accepting the resignation is in the best interests of the Company and its stockholders. The Board will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the stockholder vote. In considering the Nominating and Governance Committee’s recommendation, the Board will consider the information, factors, and alternatives considered by the Nominating and Governance Committee and such additional information, factors and alternatives as the Board believes to be relevant. Following the Board’s decision, the Company will publicly disclose the Board’s decision. The director who tenders his or her offer of resignation will not participate in the decisions of the Nominating and Governance Committee or the Board that concern the resignation.

How can I attend and vote at the Annual Meeting?

The Annual Meeting will be a virtual meeting of stockholders, as it was last year. You ~~may~~will be able to attend and vote and submit questions during the Annual Meeting ~~and vote in person~~via a live audio webcast by ~~completing a ballot. Space for the Annual Meeting is limited. Therefore, admission~~visiting www.virtualshareholdermeeting.com/OUT2021, which will bebegin on ~~a first-come, first-served basis. Registration will open at 9:00 a.m., Eastern Daylight Time, and the Annual Meeting will begin~~June 8, 2021 at 10:00 a.m., Eastern Daylight Time. ~~Each stockholder should~~The rules of conduct for the Annual Meeting will be ~~prepared~~available on www.virtualshareholdermeeting.com/OUT2021 during the Annual Meeting.

Stockholders will need their unique 16-digit control number, which appears on the Notice of Internet Availability of Proxy Materials or your proxy card that accompanied the proxy materials, or which may be included in the materials forwarded to ~~present:~~

~~Valid government photo identification, such as~~you by your broker or other nominee. In the event that you do not have a ~~driver’s license or passport;~~

~~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~~control number, please contact your broker ~~bank, trustee~~ or other nominee ~~or similar evidence~~as soon as possible and no later than Tuesday, May 25, 2021, so that you can be provided with a control number and gain access to the virtual Annual Meeting.

Online access to the audio webcast will open approximately 15 minutes prior to the start of ~~ownership;~~the Annual Meeting to allow time for you to log in and

test the computer audio system. We encourage our stockholders to access the Annual Meeting prior to the start time. If you ~~hold your shares in street name, a “legal proxy” obtained from~~require technical support, please call (844) 986-0822 (or internationally, (303) 562-9302), which is available 30 minutes prior to the ~~broker, bank or other nominee that holds your shares authorizing you to vote your shares held in street name at~~start of the Annual Meeting through the conclusion of the Annual Meeting.

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

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

If you are a stockholder of record, you may authorize a proxy to vote ~~by granting a proxy.~~your shares. Specifically, you may authorize a proxy to vote:

	•
			By Internet—If you have internet access, you may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card in order to authorize a proxy to vote by internet. Internet voting is available until 11:59 p.m., Eastern Daylight Time, on June ~~6, 2016.~~7, 2021.

			•
						By Telephone—If you have access to a touch-tone telephone, you may submit your proxy by calling the telephone number specified on your Notice of Internet Availability of Proxy Materials or your proxy card and by following the recorded instructions. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card in order to authorize a proxy to vote by telephone. Telephone voting is available until 11:59 p.m., Eastern Daylight Time, on June ~~6, 2016.~~7, 2021.

			•
						By Mail—You may authorize a proxy to vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. If you sign and submit your proxy card without voting instructions, your shares will be voted “FOR” ~~the~~each director nominee named in this proxy statement with respect to Proposal No. 1, ~~and~~ “FOR” Proposals Nos. 2 and 3 and “ONE YEAR” for Proposal No. 4 as recommended by the Board, and in accordance with the discretion of the holders of the proxy with respect to any other matter that may ~~be voted on at~~properly come before the Annual ~~Meeting.~~Meeting or any postponement or adjournment thereof.

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

How do I change or revoke my proxy?

You may change your vote and revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, a proxy may be revoked by a writing delivered to the Company’s Corporate Secretary, at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174, stating that the proxy is revoked, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, by ~~voting again~~authorizing a new proxy to vote on a later date on the internet or by telephone (only your latest internet or telephone proxy submitted prior to the Annual Meeting will be counted), or by attendance at the Annual Meeting and voting in ~~person.~~person via webcast. Attendance alone, without voting, will not be sufficient to revoke a previously authorized proxy. If your shares are held in street name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee following the ~~instruction~~instructions it has provided, or, if you have obtained a “legal proxy” from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in ~~person.~~

person via webcast.

Who will count the vote?

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

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees in person or by mail, telephone, facsimile, electronic transmission or other means. Our directors, officers or employees do not receive additional compensation for soliciting proxies. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for ~~their~~their reasonable expenses. We have also engaged ~~Georgeson~~MacKenzie Partners, Inc. to serve as our proxy solicitor for the Annual Meeting at a fee of ~~$10,000,~~$11,000, plus reimbursement of reasonable expenses. ~~Georgeson~~MacKenzie Partners, Inc. will, among other things, provide advice relating to the content of ~~solicitation~~solicitation materials, solicit banks, brokers, nominees and institutional investors to determine voting instructions, and monitor ~~voting and coordinate the delivery of executed proxies to our voting tabulator.~~

voting.

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

If you have any additional questions about the Annual Meeting, or how to vote ~~in person~~via webcast or otherwise, please contact our proxy solicitor, ~~Georgeson~~MacKenzie Partners, Inc., at ~~(888) 680-1529~~(800) 322-2885 (toll-free) or ~~(781) 575-2137~~(212) 929-5500 (international callers). ~~For directions to the Annual Meeting, please~~Please contact our Investor Relations Department, at ~~investor@outfrontmedia.com.~~

investor@outfrontmedia.com, for other inquiries.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers

The following table sets forth information as of March 31, ~~2016~~2021 regarding the individuals who serve as our executive officers, excluding Mr. Male’s biographical information. Mr. Male’s biographical information can be found in the section entitled “—Board of Directors” below.

Name

Age

Position

Jeremy J. Male

5863

Chairman and Chief Executive Officer

~~Donald R. Shassian~~

Matthew Siegel

6058

Executive Vice President, Chief Financial Officer

Clive Punter

4954

Executive Vice President, Chief Revenue Officer

Richard H. Sauer

5863

Executive Vice President, General Counsel ~~and Secretary~~

Jodi Senese

5762

Executive Vice President, Chief Marketing Officer

Andrew R. Sriubas

4752

Executive Vice President, ~~Strategic Planning & Development~~Chief Commercial Officer

Nancy Tostanoski

5257

Executive Vice President, Chief Human Resources Officer

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

~~Donald R. Shassian~~

Matthew Siegel has served as the Company’s Executive Vice President, Chief Financial Officer since ~~November 2013.~~June 2018. Prior to that, heMr. Siegel served as ~~the~~ Executive Vice President and Chief Financial Officer of ~~Frontier~~CBS Radio Inc. from November 2016 to November 2017, where he was responsible for all financial functions of the business, including treasury, investor relations, financial planning, corporate accounting and risk management, prior to its merger with Entercom Communications ~~Corporation from 2006 to 2013.~~Corp. in November 2017. Before that, heMr. Siegel served as ~~an M&A consultant for communications companies pursuing the acquisition~~Co-Chief Financial Officer, Senior Vice President and ~~divestiture~~Treasurer of ~~local exchange businesses.~~Time Warner Cable Inc. from 2015 to 2016, and as Senior Vice President and Treasurer of Time Warner Cable Inc. from 2008 to 2015. Previously, he served as ~~Executive Vice President/Chief Financial Officer and later Chief Operating Officer of RSL Communications, Ltd., Senior~~ Vice President and ~~Chief Financial Officer~~Assistant Treasurer of Southern New England Telecommunications Corporation and as a partner at Arthur Andersen. Mr. Shassian served on the board of directors and as chairman of the audit committee of UIL Holdings CorporationTime Warner Inc. from ~~October 2008~~2001 to ~~December 2015.~~

2008.

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

Richard H. Sauerhas served as the Company’s Executive Vice President, ~~and~~ General Counsel since December 2006. ~~Beginning in March 2014, he also began serving~~He served as the Company’s ~~Secretary.~~Corporate Secretary from March 2014 to June 2017. Prior to that, he was a partner at the law firm Duane Morris LLP and, before that, a partner at the law firm Jones Day.

Jodi Senesehas served as the Company’s Executive Vice President, Chief Marketing Officer since April 2013. Prior to that, she served as the Company’s Executive Vice President, Marketing from 2001 to 2013, overseeing all aspects of marketing, public relations, research and creative services, as well as the development of new business strategies for the Company. Previously, she served as Executive Vice President, Marketing at TDI Worldwide Inc. (which was later acquired by the Company) from 1990 to 2001. Before that, she served as Vice President, Marketing at Gannett Outdoor (which was later acquired by the Company) from 1988 to 1990. Ms. Senese began her career in sales at New York Subways Advertising Company (which was later acquired by the Company) in 1981. She served as Chairwoman of the Outdoor Advertising Association of America Marketing Committee from 2009 through 2013.

Ms. Senese currently serves on the board of directors of Geopath, Inc.

Andrew R. Sriubashas served as the Company’s Executive Vice President, Chief Commercial Officer since July 2017. Prior to that, he served as the Company’s Executive Vice President, Strategic Planning & Development ~~since~~from July ~~2014.~~2014 to July 2017. Prior to that, heMr. Sriubas served as Chief of Strategy & Corporate Development at Sonifi Solutions, Inc. from 2013 to 2014, where he was responsible for corporate partnerships, product development, content acquisitions and digital deployment systems. Before joining Sonifi, from 1989 to 2013, Mr. Sriubas held senior roles at Citicorp Securities, Inc., Donaldson, Lufkin & Jenrette/Credit Suisse First Boston, UBS Investment Bank, JP Morgan Chase and Moorgate Partners, advising and raising capital for technology, media and telecommunications companies.

Mr. Sriubas currently serves on the board of directors of the Media Rating Council and on the advisory board of Palisades Ventures, L.L.C.

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

Board of Directors

Our business and affairs are managed under the direction of the Board. The Company’s Charter (the “Charter”) provides that the number of directors on the Board is fixed exclusively by the Board pursuant to our Bylaws, but may not be fewer than the minimum required by Maryland law, which is currently one. The Bylaws provide that the Board will consist of not less than one and not more than 15 directors. The Board currently consists of ~~seven~~eight directors. ~~On April 7, 2016, the Board voted to reduce its size from seven directors to six directors, effective at the commencement of the Annual Meeting.~~ See “—Election ~~and Classification~~ of Directors.” During ~~2015,~~2020, the Board held seven meetings and also acted by unanimous written consent ~~two~~four times. Each incumbent director attended at least 75% of (1) the total number of meetings of the Board held during the period ~~for which~~that he or she has been a director and (2) the total number of meetings held by all committees of the Board on which such director served during the periods that he or she served during ~~2015.~~2020. In addition to Board and committee meetings, directors are invited and expected to attend the Annual Meeting. ~~Five~~Six of ~~our six~~the seven directors then serving attended the ~~2015 annual meeting~~2020 Annual Meeting of ~~stockholders.~~

Stockholders.

In accordance with the ~~New York Stock Exchange (“NYSE”)~~NYSE listing standards, the non-management and independent directors meet separately in executive sessions, without directors who are Company employees, at least two times each year, and at such other times as they deem appropriate. During ~~2015,~~2020, the Company’s non-management and independent directors met in executive session three times, and the Lead Independent Director presided at all of the executive ~~sessions of non-management and independent directors, and during 2015, the non-management and independent directors met six times.~~

sessions.

The following table sets forth information as of March 31, ~~2016~~2021 regarding individuals who serve as members of the Board.


Name		Age	Position
~~William Apfelbaum~~ Nicolas Brien	69	59	Director
~~Nicolas Brien~~ Angela Courtin	54	47	Director
Manuel A. Diaz	61	66	Director
Michael J. Dominguez		51	Director
Jeremy J. Male	58	63	Chairman and Chief Executive Officer
Peter Mathes	63	68	Director
Susan M. Tolson	54	59	Director
Joseph H. Wender*	71	76	Director

*Lead Independent Director

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

~~William Apfelbaum~~ ~~has served~~

The Board believes that all of the directors are highly qualified and have specific employment and leadership experiences, qualifications, and skills that qualify them for service on the ~~Board since June 2015~~Board. The specific experiences, qualifications and ~~will continue to serve on~~skills that the Board until the end of his term at the commencement of the Annual Meeting. He is currently a venture partner at several private equity firms, and serves or has served on the boards of a number of their private portfolio companies. Mr. Apfelbaum founded and served as the Chairman of Titan Outdoor Advertising from 2001 to 2011. Prior toconsidered in determining that he served as President, Chairman and Chief Executive Officer of TDI Worldwide Inc. (which was later acquired by the Company) from 1989 to April 2000. Before that, Mr. Apfelbaum served as the President of Gannet Transit

~~(formerly New York Subways Advertising Co., Inc., which was later acquired by the Company). We believe Mr. Apfelbaum is qualified to~~such person should serve as a ~~member of the Board because with over 35 years of experience~~director are included in their biographies and also summarized in the ~~outdoor advertising industry, as well as experience advising portfolio companies,~~ following table:


						Nicolas Brien Member since 2014 Independent Director

Mr. ~~Apfelbaum brings to the Board expertise relevant to the operation and strategic growth of our business.~~

~~Nicolas~~ Brienhas served on the Board since October 2014. He has served as Chief Strategy Officer of Velocity Acquisition Corp. since February 2021. Prior to that, he served as Chief Executive Officer, the Americas and U.S., of Dentsu Aegis Network Ltd. from August 2017 to December 2019, and as a consultant to Dentsu Aegis Network Ltd. from January 2020 to March 2020. He served as the Chief Executive Officer of iCrossing, a subsidiary of Hearst Corporation, and as President of Hearst Magazines Marketing Services, a division of Hearst Corporation, ~~since~~from March ~~2015.~~2015 to July 2017. Prior to that, he served as Chairman and Chief Executive Officer of McCann Worldgroup from April 2010 through November 2012, and as Chief Executive Officer of IPG Mediabrands from 2008 to 2010. Mr. Brien also served as Chief Executive Officer of Universal McCann from 2005 to 2008. We believe Mr. Brien is qualified to serve as a member of the Board because with over 30 years of experience in the advertising, media and marketing industry, Mr. Brien brings to the Board a unique cross-disciplinary perspective, extensive operational experience and expertise working with world-class brands.


						Angela Courtin Member since 2017 Independent Director

Ms. Courtin has served on the Board since April 2017. She has served as Global Head of YouTube TV and Originals Marketing since July 2017. She served as the Chief Marketing Officer of Fox Broadcasting Company from August 2015 to March 2017. Prior to that, she served as Chief Marketing Officer of Relativity Media LLC from July 2014 to July 2015. In July 2015, Relativity Media LLC filed for reorganization under bankruptcy laws after failing to make required loan payments, and subsequently exited bankruptcy in April 2016. Ms. Courtin also served as President of Dentsu Aegis Network Ltd. from August 2013 to July 2014 and President of The Story Lab from July 2012 to January 2014. Ms. Courtin also served in different roles at Aegis Media, including as the Chief Content Officer from August 2012 to August 2013, and Executive Vice President, Content & Convergence from March 2011 to July 2012. Ms. Courtin served on the board of directors of Vapor Corp. (now known as Healthier Choices Management Corp.) from April 2014 to June 2015. We believe Ms. Courtin is qualified to serve as a member of the Board because with over 20 years of experience in the advertising, media and marketing industry, Ms. Courtin brings to the Board a knowledgeable perspective on the impact advertising, marketing and media have in the digital world.


						Manuel A. Diaz Member since 2014 Independent Director

Mr. Diazhas served on the Board since August 2014. He is a senior partner at the law firm Lydecker Diaz, LLP and serves on a number of private company and not-for-profit boards. Since January 2021, Mr. Diaz has served as the chair of the Florida Democratic Party. Prior to that, Mr. Diaz served as the Mayor of the City of Miami from 2001 to 2009. We believe Mr. Diaz is qualified to serve as a member of the Board because with over 30 years of combined public service and legal experience, Mr. Diaz brings to the Board a unique perspective on our governmental relationships and the impact we have on the local markets we serve.

~~Jeremy~~


						Michael J. Dominguez Member since 2020 Independent Director

Michael J. Dominguez has served on the Board since June 2020. He has served as a Managing Director of Providence Equity Partners L.L.C. since 2006, and in various other roles at Providence Equity Partners L.L.C. since July 1998. Prior to that, Mr. Dominguez worked at Salomon Smith Barney in corporate finance, and held positions with Morgan Stanley and as a senior consultant at Andersen Consulting. Mr. Dominguez served on the board of directors of CDW Corporation from October 2007 to June 2016. He has also served on, and is a current member of, the boards of directors of numerous private companies. We believe Mr. Dominguez is qualified to serve as a member of the Board because with over 25 years of experience in finance covering the media and communications industries as an investor, partner and director, Mr. Dominguez brings to the Board a thorough knowledge of public company financial reporting, corporate finance, strategic planning and corporate governance matters.


						Jeremy J. Male Member since 2014 Chairman of the Board and Chief Executive Officer

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


						Peter Mathes Member since 2014 Independent Director

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


						Susan M. Tolson Member since 2014 Independent Director

Ms. Tolsonhas served on the Board since August 2014. She served as an analyst and portfolio manager at Capital Research Company for over ~~twenty~~20 years. Prior to that, Ms. Tolson spent two years with Aetna Investment Management Company. Ms. Tolson currently serves on the board of directors of Lagardere ~~Groupe,~~Group, Worldline ~~E-Payment Services~~SA and Take-Two Interactive Software, Inc., as well as on ~~the~~their audit ~~committees of Worldline E-Payment Services and Take-Two Interactive Software, Inc. and the nominating and compensation committees of Worldline E-Payment Services.~~

committees. We believe Ms. Tolson is qualified to serve as a member of the Board because with extensive experience in the media industry, in investment management and in public company board service, Ms. Tolson provides the Board with a skilled advisor on strategic developments in our industry, as well as corporate finance and corporate governance matters.


						Joseph H. Wender Member since 2014 Lead Independent Director

Mr. Wenderhas served on the Board since March 2014, and has served as Lead Independent Director since February 2015. He has ~~also been a Senior Consultant~~served as an Advisory Director to Goldman Sachs & Co. LLC since January 2008. He began with Goldman, Sachs & Co. in 1971 and became General Partner of the firm in 1982, at which time he headed the Financial Institutions Group for over a decade. Mr. Wender also currently serves as a director as well as on the audit and compensation committees of Ionis Pharmaceuticals, Inc. ~~and~~Mr. Wender served as a director of Grandpoint Capital, a bank holding company from January 2008 to June 2018 and isas an Independent Trustee of the Schwab Family of ~~Funds.~~Funds until December 2018. We believe Mr. Wender is qualified to serve as a member of the Board because with over 3540 years of investment banking experience and his service on other boards, Mr. Wender brings to the Board a broad and deep understanding of public company financial reporting, corporate finance and strategic transactions.

Election ~~and Classification~~ of Directors

~~In accordance with~~

At the ~~terms~~2019 Annual Meeting of Stockholders, at the recommendation of the Board, the stockholders voted to approve amendments to the Charter to declassify the Board ~~is divided into three classes, Class I, Class II~~ and ~~Class III, with each class serving staggered three-year terms, and is divided as follows:~~

provide for an annual election of all directors. The amendment to the Charter provides for the declassification of the Board to be completed following the Annual Meeting. Accordingly, at the Annual Meeting, the Class I directors, ~~are~~ Messrs. Diaz, Dominguez and Mathes and Ms. Tolson will stand for election, and, if elected, will serve until the 2022 Annual Meeting of Stockholders and until their ~~term will expire at~~respective successors are duly elected and qualify. As a result, beginning with the ~~annual meeting~~2022 Annual Meeting of ~~stockholders expected to be held in 2018;~~

~~the Class II directors are Messrs. Apfelbaum and Brien, and their term will expire at the Annual Meeting; and~~

~~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.~~

~~At each annual meeting of stockholders, upon the expiration~~Stockholders, all members of the ~~term of a class of directors, the successor to each such director in the class~~Board will be elected to serve ~~from the time of election and qualification~~ until the ~~third~~next annual meeting ~~following his or her election~~of stockholders and until ~~his or her successor is~~their respective successors are duly elected and ~~qualifies, in accordance with~~qualify.

For information regarding the ~~Bylaws. Any additional directorships resulting from an increase in~~applicable voting standards for the ~~number~~election of directors ~~will be distributed among~~and the ~~three classes so that, as nearly as possible, each class will consist of one-third of~~Company’s director resignation policy, see the ~~directors.~~

section entitled “General Information About the Annual Meeting and Voting.”

Director Nominations Process

The Nominating and Governance Committee is responsible for reviewing and making recommendations to the Board regarding nominations of candidates for election as a director of the Company. The Nominating and Governance Committee works with the Board to annually review the composition of the Board ~~(the “Nominating and Governance Committee”) and Mr. Apfelbaum have collectively determined that~~in light of the ~~Company would be best served if Mr. Apfelbaum acted as a management consultant~~characteristics of independence, diversity, skills, experience, availability of service to the Company, ~~where his over 35 years~~tenure of ~~experience~~incumbent directors on the Board and the Board’s anticipated needs. The Nominating and Governance Committee will recommend director candidates to the Board in accordance with the criteria, policies and principles set forth in the ~~outdoor advertising industry, particularly~~Company’s Corporate Governance Guidelines.

In accordance with ~~respect to transit advertising, could be utilized more directly. Accordingly, from and after June 8, 2016, Mr. Apfelbaum will serve as a paid management consultant to~~ the ~~Company for transit-related matters, and Mr. Apfelbaum and~~Company’s Corporate Governance Guidelines, in evaluating the suitability of individual Board members, the Nominating and Governance Committee ~~have agreed~~takes into account all relevant factors, including, but not limited to, the individual’s accomplishments in his or her professional background, current or former leadership positions held by the individual, whether the individual is able to make independent, analytical inquiries and exhibit practical wisdom and mature judgment, and other directorships held by the individual. Directors of the Company are also expected to possess the highest personal and professional ethics, integrity and values and be committed to promoting the long-term interests of the Company and its stockholders. As part of its review, the Nominating and Governance Committee also considers diversity characteristics, including, but not limited to, the individual’s age, gender, race, ethnicity and/or self-identified diversity characteristics such as religion, nationality, disability, sexual orientation, military service, cultural background and socio-economic characteristics. As a result of considering diversity characteristics as part of its nomination process, the Board includes two female directors, a director who is a member of the lesbian, bisexual, gay and transgender community, a Hispanic director and directors within an age range spanning nearly thirty years. Distinguished contributors to governmental and not-for-profit organizations also serve on the Board. Additionally, multiple industries are represented on the Board, including law, advertising, media and marketing, investment management and banking. After taking all of these considerations into account, the Nominating and Governance Committee determined to recommend to the Board that ~~he will not~~Messrs. Diaz, Dominguez, Mathes and Ms. Tolson, each of whom is currently a Class I member of the Board, be nominated ~~as a director~~to stand for ~~re-election~~election at the Annual Meeting. ~~On April 7, 2016,~~

An eligible stockholder or group of stockholders that wants to nominate directors for inclusion in the Company’s proxy statement pursuant to the proxy access provisions in the Bylaws, or that wants to nominate or recommend a candidate for election to the Board ~~voted~~without such nominee being included in the Company’s proxy statement, must send a written notice to ~~reduce~~the Company’s Corporate Secretary at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174 and follow the requirements set forth in the Bylaws. See “Stockholder Proposals for the 2022 Annual Meeting of Stockholders.” The Company’s Corporate Secretary will review the information received about the stockholder candidate and determine whether such person meets the qualifications for the

Company’s directors set forth in the Company’s Corporate Governance Guidelines and satisfies the requirements of the Bylaws, as applicable. If all applicable requirements are met, the information on the stockholder candidate will then be forwarded to the Chair of the Nominating and Governance Committee, who will present the information on the stockholder candidate to the entire Nominating and Governance Committee. Director candidates recommended by stockholders will be considered by the Board in the same manner as any other candidate. A copy of the Company’s Corporate Governance Guidelines is available in the Investor Relations section of our website at www.outfrontmedia.com.

Board and Committee Self-Evaluations

Pursuant to the Company’s Corporate Governance Guidelines and the NYSE listing standards, the Board and its ~~size from seven~~committees each conduct a self-evaluation annually. Our processes enable directors to ~~six directors, effective~~provide anonymous and confidential feedback and the directors’ responses are summarized in reports by the Corporate Secretary and then reviewed by the Chairman, the Lead Independent Director and the respective chairs of the committees. The feedback is discussed at the ~~commencement~~Board and committee meetings and changes in practices or procedures are considered and implemented, as appropriate. The Board finds that this process generates robust comments, and provides the Board the opportunity to make changes designed to increase Board effectiveness and efficiency.

The Nominating and Governance Committee regularly reviews the format of the ~~Annual Meeting.~~

self-evaluation process, including whether to utilize a third-party facilitator, to ensure that actionable feedback is solicited on the operation and effectiveness of the Board and its committees. In 2020, the self-evaluation process was conducted by the Corporate Secretary, at the direction of the Chair of the Nominating and Governance Committee in the manner described above, and directors provided feedback on questionnaires regarding various matters, including, but not limited to, Board composition and structure, meetings and materials, access to management and resources, director education, and key areas of focus for the Board such as environmental, social and corporate governance (“ESG”) matters, which were considered and addressed, as appropriate. In addition to the formal self-evaluation process, the Chairman, Lead Independent Director and independent directors and senior members of management have informal discussions throughout the year about the function, processes, procedures and responsibilities of the Board.

Director Independence

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

In assessing the independence of Ms. Courtin, the ~~NYSE.~~

Board considered the purchase, directly or indirectly, of out-of-home advertising from the Company by Ms. Courtin’s current employer. The Board noted that payments made to the Company were primarily by agencies contracted by Ms. Courtin’s employer (without influence by, or remuneration to, Ms. Courtin), and any such payments did not exceed the relevant percentage of her employer’s consolidated gross revenues set forth in the NYSE listing standards. In addition, the Board also noted that Ms. Courtin is not responsible for making any purchasing decisions regarding out-of-home advertising on behalf of her employer.

In assessing the independence of Mr. ~~Diaz,~~Brien, the Board considered ~~services that Lydecker Diaz LLP, a Florida law firm~~the purchase of ~~which Mr. Diaz is a partner, provided to Van Wagner Communications, LLC, an entity which~~out-of-home advertising from the Company ~~acquired on October 1, 2014, before the completion of the acquisition.~~by Mr. Brien’s former employer. The Board noted that ~~Mr. Diaz did not provide any services directly~~payments made to the Company ~~before~~were made without influence by, or ~~after~~remuneration to, Mr. Brien, and any such payments did not exceed the ~~acquisition.~~

~~The~~relevant percentage of his former employer’s consolidated gross revenues set forth in the NYSE listing standards.

In assessing the independence of Mr. Dominguez, the Board considered Mr. Dominguez’s employment as Managing Director at Providence Equity Partners LLC, whose affiliates currently beneficially own 275,000 shares of Series A Preferred Stock, which they received in the Private Placement (as defined and described in the section entitled “Certain Relationship and Related Transactions”).

In February 2021, the Nominating and Governance Committee undertook its annual review of director independence and, in consultation with external legal counsel, made a recommendation to the Board regarding director independence. As a result of this review, the Board affirmatively determined that ~~six~~seven of our current directors, Messrs. ~~Apfelbaum,~~ Brien, Diaz, Dominguez, Mathes and Wender and ~~Ms.~~Mses. Courtin and Tolson, are “independent directors” under the Company’s Corporate Governance Guidelines and the NYSE listing standards.

Board Leadership Structure

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

The Nominating and Governance Committee ~~has~~and the Board have determined that it is in the best ~~interest~~interests of the Company for the ~~positions~~position of ~~Chief Executive Officer and~~ Chairman to be held by ~~a single individual,~~our Chief Executive Officer, Jeremy J. Male. By serving as both our Chairman and Chief Executive Officer, Mr. Male is able to provide strong and consistent leadership, vision and direction ~~as we pursue our~~to effectively execute the Company’s business ~~plans.~~strategies. Mr. Male has extensive knowledge of all aspects of the ~~Company, its~~Company’s business, industry, customers and risks ~~its industry and its customers. He~~as he is intimately involved in the Company’s day-to-day operations ~~of the Company~~ and, therefore, is in the best position to elevate the most critical business issues for consideration by the Board. The Board believes having Mr. Male serve in both capacities allows him to more effectively execute the Company’s strategic initiatives and business plans and confront its challenges. The Board also believes thatIn addition, the combined Chairman and Chief Executive Officer structure creates more focused, efficient and effective information flow and decision-making processes, which in turn provides clearer accountability to our stockholders and customers ~~and allows~~by allowing one person to speak for and lead both the Company and the Board. ~~In addition, the Board believes that its information flow, meetings, deliberations, and decision-making processes are more focused, efficient, and effective when the~~

The combined role of Chairman and Chief Executive Officer ~~roles are combined. The combined role~~ is counterbalanced and enhanced by the effective oversight and independence of the Board and the leadership of the Lead Independent Director and independent committee chairs. Moreover, the Board believes that the ~~appointment of a strong Lead Independent Director and the~~ use of regular executive sessions of the ~~non- management~~non-management and independent directors ~~along with~~allows the ~~Board’s strong committee system and all directors being independent except for Mr. Male, allow it~~Board to maintain effective oversight of management. In our view, splitting the roles would potentially make our management and governance processes less effective through undesirable duplication of work and possibly lead to a blurring of clear lines of accountability and responsibility.

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

•presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

•calling meetings of 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;

•collaborating with the Chairman on meeting schedules, agendas and materials for the Board;

•being available, if requested, ~~by major stockholders,~~ for consultation and direct communication with ~~stockholders;~~stockholders and proxy advisory firms;

•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.

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

matters.

Board Risk Oversight

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

•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, legal, compliance and regulatory requirements, and information ~~technology~~ security and ~~disaster recovery, among other responsibilities set forth in the Audit Committee’s charter.~~cybersecurity.

•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~~ESG processes and indisclosures, the independence and structure of the board, and reviewing related person transactions.

Each of these committees reports regularly to the Board on these risk-related matters. ~~In addition, the~~The Board and its committees also receive regular reports from management that include matters affecting the Company’s strategies and risk profile, including, among other ~~things, operations~~ things:

•reports from the Chief Executive Officer and ~~from~~ other senior members of management ~~all of which include strategic~~on the Company’s operational strategies and ~~operational~~ risks;

•reports from the Chief Financial Officer on credit and liquidity risks and on the integrity of internal ~~controls~~audit control over financial reporting; ~~and~~

•reports from the General Counsel on legal risks and material ~~litigation.~~legal proceedings;

•reports from the Chief Human Resources Officer on human capital risks, including diversity and inclusion matters; and

•reports from the Chief Information Officer (with input from the Company’s Chief Privacy Officer, as appropriate) on the Company’s information security and cybersecurity risks, compliance and protections.

In addition, the Company has an enterprise risk management program that seeks to identify and manage risks throughout the Company by having its Chief Financial Officer meet with members of each of the Company’s various departments annually to solicit feedback regarding risks affecting the Company. Based on these meetings, the Company’s Chief Financial Officer generates a risk assessment report that is presented to the Board. Further, since assessing risk is an ongoing process and integral to the Company’s strategic decisions, the Board discusses risk throughout the year at its meetings in relation to long-term and short-term business goals and actions, including with management at an annual strategy meeting. Outside of formal meetings, Board members have regular access to our executive ~~officers.~~officers and management. The ~~Board committee and management reports and real-time management access~~Company believes that the above reporting processes collectively provide the Board with integrated insight oninto the Company’s management of its risks.

~~While~~

The Company also has an incident response plan that sets forth the processes for addressing the aftermath and associated risks of an event or incident, such as a cybersecurity incident or health emergency like the COVID-19 pandemic, affecting the Company ~~does not currently maintain~~and/or its personnel. The incident response plan is tested at least annually by the Company and the results of the test are reported to the Audit Committee and the Board by the Company’s Chief Financial Officer for discussion and evaluation.

In addition, the Company maintains a written succession plan with respect to the Chairman and Chief Executive Officer inand each executive officer. In accordance with the Company’s Corporate Governance Guidelines, the Nominating and Governance Committee ~~will review periodically~~reviews succession planning at least annually for the Chairman and Chief Executive Officer and ~~others,~~other executive officers, and ~~report~~reports to the independent directors on the results of these reviews.

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

Corporate Governance Guidelines

The Company’s commitment to good corporate governance is reflected in the Company’s Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics, including, but not limited to, director independence standards and other qualifications, executive sessions of non-management directors and independent directors, director compensation and stock ownership guidelines, and annual ~~self- evaluations~~self-evaluations of the Board. The Board, with assistance from its Nominating and Governance Committee, regularly assesses the Company’s governance practices in light of legal requirements and governance best practices.

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

Code of Conduct and Code of Ethics

The Company has adopted a Code of Conduct that applies to all executive officers, employees and directors of the Company. In addition, the Company has adopted a Supplemental Code of Ethics for Senior Financial Officers applicable to our principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions. Both the Code of Conduct and the Supplemental Code of Ethics are available in the Investor Relations section of our website atwww.outfrontmedia.com.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the Code of Conduct or the Supplemental Code of Ethics that applies to our principal executive officer, principal financial officer or principal accounting officer or controller or persons performing similar functions, and relates to any element of the definition of code of ethics set forth in Item 406(b) of Regulation S-K, by posting such information on our website atwww.outfrontmedia.com.

Anti-Hedging Policy

The Company has adopted an anti-hedging policy that prohibits its directors, executive officers, employees and their related persons from trading in options, warrants, convertible securities, puts and calls or similar derivative instruments such as swaps, forwards and futures with respect to the Company’s securities, or selling the Company’s securities “short.” This policy does not prevent such persons from exercising options granted to them by the Company in accordance with its corporate policies, including any options granted to directors, executive officers and employees in connection with the Company’s long-term equity incentive compensation program.

Stockholder Rights and Engagement

Annually, the Board reviews and considers appropriate changes to its corporate governance structure, in an effort to increase accountability and responsiveness to the Company’s stockholders. In 2019, the Board implemented several changes to its corporate governance structure, which were approved by the Company’s stockholders to the extent required, and which we believe enhance stockholder rights and generally align the Company’s corporate governance structure with the largest U.S. public companies, including:

•changing the voting standard for the election of the Company’s directors from a plurality voting standard to a majority voting standard in uncontested elections and a plurality voting standard in contested elections;

•adding a proxy access provision to the Bylaws that permits a stockholder or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials up to the greater of two directors or 20% of the Board;

•eliminating the Company’s supermajority voting requirements for the removal of directors; and

•declassifying the Board to allow for the annual election of all directors.

As part of its annual review, the Board considered modifying the Bylaws to allow our stockholders to implement binding amendments to the Bylaws. After careful consideration, which included outreach by certain of our directors and members of management to the Company’s stockholders and to proxy advisory firms to discuss their views and relevant bylaw amendment policies, the Board concluded that it remains in the best interests of the Company and its stockholders for the authority to amend the Bylaws to remain vested exclusively with the Board. This conclusion was based mainly on three principles: (i) under Maryland law, the directors owe legal duties to the Company, including to act in good faith and with a reasonable belief that their actions are in the best interests of the Company, whereas certain stockholders who are not bound by any legal duty may act only in their own interests; (ii) under Maryland law, the Board has an obligation to direct the management of the business and affairs of the Company, and certain destabilizing stockholder-proposed bylaw amendments, particularly those motivated by short-term gains, may prevent the Board from effectively directing the management of the business for the long-term best interests of the Company, which could lead to costly litigation; and (iii) the Board believes effective means already exist for stockholders to propose non-binding amendments to the Bylaws and other changes to the management of the business and affairs of the Company, including the Company’s proxy access and advance notice provisions in the Bylaws and SEC Rule 14a-8. Accordingly, we believe that the Board is in the best position to consider possible future amendments to the Bylaws (including those proposed by the Company’s stockholders in accordance with the provisions of the Bylaws), and the Board will adopt such amendments only after concluding that such amendments are in the best interests of the Company and its stockholders.

Annually, certain of our directors and members of management attempt to engage with the holders of a majority of the outstanding shares of the Company’s common stock as of the prior fiscal year-end, to discuss, among other things, the Company’s corporate governance structure, compensation philosophy and ESG initiatives, and to ensure that the Company is aligned with the interests of its stockholders. The Company’s stockholder engagement practices throughout the year also includes regular communication between our stockholders and the Company’s investor relations department and management presentations at investor and industry conferences.

Environmental, Social and Governance

We believe we can enhance stockholder value by conducting our business in a sustainable way that considers the long-term interests of all our stakeholders, including our employees and the communities in which we operate. We hold ourselves to high legal, ethical and operational standards to maintain the trust of our stakeholders, and are committed to managing the risks and opportunities that arise from ESG issues.

Our ESG initiatives are managed at a functional level across our strategic and operational areas, with oversight by an ESG committee comprised of senior management, executives and other employees from various functional groups within the Company. Our Head of Investor Relations reports to the executive officers, the Board and the Nominating and Governance Committee on the ESG committee’s progress and initiatives. The Nominating and Governance Committee is formally responsible for reporting to the Board on a periodic basis with respect to matters of the Company’s policies and practices regarding ESG, including the Company’s public reporting on these topics.

In 2020, the Company released an ESG report outlining its ESG initiatives and goals, which is available in the Investor Relations section of our website at www.outfrontmedia.com. An updated version of the Company’s ESG report will be available in 2021. Some of our ESG accomplishments to date include:

Environmental

Social

Governance

●

Conversion of nearly all of the lighting fixtures on our static billboards from metal halide to high efficiency light-emitting diode (“LED”) light fixtures;

●

Continuing our diversity and inclusion program, led by an advisory council and the Company’s co-Chief Diversity Officers, which is charged with providing programs that focus on the value of diversity and inclusion to the Company’s culture, including employee resource groups, diversity and inclusion training, and internship programs that support women, people of color and members of the LGBTQ+ community;

●

Substantial majority of independent directors (7 out of 8);

●

Lead independent director;

●

Conversion of florescent light fixtures in our operations facilities to high efficiency LED light fixtures;

●

Regular executive sessions of the independent directors;

●

Average tenure on the Board is 5.8 years;

●

Recycling or repurposing of all of the polyvinyl chloride (“PVC”) advertising displays on our free-standing billboards; and

●

38% of directors are gender or ethnically diverse;

●

Analyzed our vehicle fleet greenhouse gas emissions.

●

Implementing a corporate social responsibility program;

●

LGBTQ+ diversity on the Board (1 out of 8)

●

Creating a supplier diversity program to increase the Company’s engagement of certified diverse suppliers of goods and services;

●

Diversity of ages of directors (47 to 76 years old);

●

Three fully independent standing committees, one of which is female-led;

●

Providing free advertising space for public service announcements;

●

Annual Board and committee self-evaluations;

●

Focusing on information security and cybersecurity through employee trainings, third-party reviews of cybersecurity procedures, internal incident response plan testing, and policies regulating the collection and use of data managed by the Company’s Chief Information Officer and Chief Privacy Officer;

●

Stock ownership policy guidelines;

●

Anti-hedging policy;

●

Code of conduct and ethics for employees, executives and directors;

●

No poison pill;

●

Ensuring the health and safety of our field employees with strict training safety guidelines and programs that are regularly refreshed; and

●

Compensation clawback policy;

●

Stockholders are permitted to request the calling of special meetings of stockholders;

●

Providing regular and ongoing employee development, training and recognition, including the OUTShine! Awards and the President’s Club for top performers at the Company that also exemplify our values and culture.

●

Majority voting standard in uncontested director elections;

●

No supermajority voting provisions;

●

Declassified Board by 2022; and

●

Audit Committee oversight of information security and cybersecurity matters.

In response to the ongoing COVID-19 pandemic, the Company prioritized the health and safety of its employees by, among other things, shifting to a secure remote workforce for personnel other than operations personnel who service our displays and certain other personnel, and implementing deep cleaning, social distancing and other protective policies and practices in accordance with federal, state and local regulations and guidance across all offices and facilities that are open or in the process of reopening.

Board Committees

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

Mr. Dominguez is not currently a member of any committee of the Board.

Audit Committee


	The Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NYSE listing standards. The Audit Committee reviews its charter annually and makes appropriate recommendations for changes to the Nominating and Governance Committee as necessary. A copy of the charter of the Audit Committee is available in the Investor Relations section of our website at www.outfrontmedia.com.
	As more fully described in its charter, the Audit Committee is responsible for, among other things:
	●	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;
AUDIT	●	reviewing and discussing the Company’s annual audited financial statements, quarterly financial statements, earnings releases and Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the Company’s management and its independent auditor;
COMMITTEE	●	reviewing the organization, responsibilities, audit plan and results of the internal audit function, as well as 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 information security and cybersecurity programs and compliance program, as well as receiving periodic reports from the Company’s Chief Information Officer (with input from the Company’s Chief Privacy Officer, as appropriate) and the Company’s Chief Compliance Officer.
	The Board has determined that all of the members of the Audit Committee are financially literate under the NYSE listing standards, and that Messrs. Mathes and Wender and Ms. Tolson qualify as “audit committee financial experts” as defined under the applicable SEC rules based on their experience. The Board has also determined that Messrs. Mathes and Wender and Ms. Tolson meet the independence requirements applicable to audit committee members under the NYSE listing standards and the applicable SEC rules.

~~Committee~~	~~Members~~ During 2020, the Audit Committee held five meetings.

Compensation Committee

~~Audit~~

The Compensation Committee

~~Joseph H. Wender, Chair~~

~~Peter Mathes~~

~~Susan M. Tolson~~

operates under a written charter that satisfies the applicable rules and regulations of the SEC and NYSE listing standards. A copy of the charter of the Compensation Committee is available in the Investor Relations section of our website at www.outfrontmedia.com.

As more fully described in its charter, the Compensation Committee

~~Peter Mathes, Chair~~

William Apfelbaum*

~~Nicolas Brien~~

is responsible for, among other things:

●

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;

COMPENSATION

●

reviewing and approving compensation for the Chief Executive Officer, executive officers and other senior executives;

COMMITTEE

●

evaluating and making recommendations to the Board regarding equity-based and cash incentive compensation plans; and

●

adopting and periodically reviewing the Company’s compensation philosophy, strategy and principles, and 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 Compensation Committee delegated to our Chief Executive Officer limited authority to (a) grant long-term equity incentive awards pursuant to the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Omnibus SIP”) to the Company’s employees that are not officers subject to Section 16 (“Section 16”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with their hiring, performance, promotion or contract renewal, and (b) accelerate the vesting of unvested incentive awards in the event that employees that are not officers subject to Section 16 separate from the Company in connection with retirement or other similar separation. These delegations also require that our Chief Executive Officer report to the Compensation Committee periodically on his exercise of this delegated authority.

The Compensation Committee retains compensation consultants to assist with evaluating executive officer and employee compensation. The Compensation Committee has the sole authority to retain and terminate such consultants and to review and approve such consultants’ fees and other retention terms. In 2020, the Compensation Committee engaged ClearBridge Compensation Group (“ClearBridge”) to advise the Compensation Committee regarding the amount and types of compensation that we provide to our executive officers and how our compensation practices compared to the compensation practices of peer companies. ClearBridge does not provide any services to us other than the services provided to the Compensation Committee (and the Nominating and Governance Committee

~~Susan M. Tolson, Chair~~

~~Manuel A. Diaz~~

~~Joseph H. Wender~~

~~Mr. Apfelbaum will continue~~ with respect to ~~serve on~~director compensation, as appropriate). The Compensation Committee reviewed its relationship with ClearBridge, considered ClearBridge’s independence and the existence of potential conflicts of interest, and determined that the engagement of ClearBridge did not raise any conflict of interest or other issues that would adversely impact ClearBridge’s independence. In reaching this conclusion, the Compensation Committee ~~until~~considered various factors, including the ~~end~~six factors set forth in the NYSE listing standards and applicable SEC rules governing compensation advisor conflicts of ~~his term at the commencement of the Annual Meeting. See “—Board of Directors—Election~~interest and ~~Classification of Directors.”~~independence.

~~Audit Committee~~

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

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.~~

The Board has determined that all of the members of the Audit Committee are financially literate under the NYSE listing standards, and that Messrs. Mathes and Wender and Ms. Tolson qualify as “audit committee financial experts” as defined under the applicable SEC rules based on their experience. The Board has also determined that Messrs. Mathes and Wender and Ms. Tolson meet the independence requirements applicable to audit committee members under the NYSE listing standards and the applicable SEC rules.

The Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NYSE listing standards. A copy of the charter of the Audit Committee is available in the Investor Relations section of our website at~~www.outfrontmedia.com. During 2015, the Audit Committee held six meetings.~~

~~Compensation Committee~~

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

~~reviewing and approving compensation for the Chief Executive Officer, executive officers and other senior executives;~~

~~evaluating and making recommendations to the Board regarding equity-based and cash incentive compensation plans;~~

~~reviewing and approving equity-based compensation awards; and~~

~~adopting and periodically reviewing the Company’s philosophy, strategy and principles regarding the design and administration of the Company’s compensation programs.~~

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

~~In addition, the Compensation Committee is empowered to retain compensation consultants to assist the Compensation Committee in evaluating executive officer and employee compensation.~~ The Compensation Committee has the sole authority to retain and terminate such consultants and to review and approve such consultants’ fees and other retention terms. For 2015 compensation, the Compensation Committee engaged ClearBridge Compensation Group (“ClearBridge”) to advise the Compensation Committee regarding the amount and types of compensation that we provide to our executive officers and directors and how our compensation practices compared to the compensation practices of peer companies. ClearBridge does not provide any services to us other than the services provided to the Compensation Committee. The Compensation Committee reviewed its relationship with ClearBridge, considered ClearBridge’s independence and the existence of potential conflicts of interest, and determined that the engagement of ClearBridge did not raise any conflict of interest or other issues that would adversely impact ClearBridge’s independence. In reaching this conclusion, the Compensation Committee considered various factors, including the six factors set forth in the NYSE listing standards and applicable SEC rules governing compensation advisor conflicts of interest and independence.

~~The Compensation Committee (or the Executive Compensation Subcommittee, as the case may be)~~ reviews all components of senior executives’ compensation, including base salary, annual incentives and long-term incentives. In approving compensation for the senior executives (other than our Chief Executive Officer), the Compensation Committee considers the input and recommendations of our Chief Executive Officer with respect to the senior executives’ performances. With respect to our Chief Executive Officer, the Compensation Committee reviews and approves goals and objectives relevant to his compensation and annually evaluates the performance of our Chief Executive Officer in light of those goals and objectives. The results of these evaluations are then reported to the independent directors. The Compensation Committee sets compensation for our Chief Executive Officer taking these evaluations into account. In determining the long- term incentive component of our Chief Executive Officer’s compensation, the Compensation Committee considers, without limitation, the Company’s financial performance, relative stockholder return, the value of incentive awards to executives in similar positions at comparable companies, and the awards given to our Chief Executive Officer in past years. The Compensation Committee then reports to the Board on the process for setting compensation for our Chief Executive Officer. For further information regarding the Company’s processes and procedures for the consideration of executive compensation, as well as director compensation, see the sections entitled “Executive Compensation,” “—Nominating and Governance Committee,” and “—Director Compensation.”The Board has determined that Messrs. Mathes and Brien and Ms. Courtin meet the independence requirements applicable to compensation committee members under the NYSE listing standards and the applicable SEC rules, and are also “non-employee directors” for purposes of Section 16.During 2020, the Compensation Committee held four meetings and acted by unanimous written consent three times.

Nominating and Governance Committee~~” and “—Director Compensation.”~~

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

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

~~Nominating and Governance Committee~~

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

~~identifying and recommending to the Board individuals qualified to become board members;~~


	The Nominating and Governance Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NYSE listing standards. A copy of the charter of the Nominating and Governance Committee is available in the Investor Relations section of our website at www.outfrontmedia.com.
	As more fully described in its charter, the Nominating and Governance Committee is responsible for, among other things:
NOMINATING AND GOVERNANCE	●	identifying and recommending to the Board individuals qualified to become members of the Board;
	●	recommending to the Board any changes to the Company’s Corporate Governance Guidelines;
COMMITTEE	●	making recommendations to the Board regarding directors to serve as members and chairs of each Board committee;
	●	in collaboration with the Lead Independent Director, lead the Board and Board committee self-evaluations;
	●	making recommendations to the Board on director compensation matters;
	●	monitoring developments in the law and corporate governance;
	●	reviewing transactions between the Company and related persons; and
	●	reviewing and reporting to the Board on the Company’s policies, practices and disclosures relating to ESG issues for purposes of risk management, long-term business strategy and otherwise.
	The Board has determined that Ms. Tolson and Messrs. Diaz and Wender meet the independence requirements applicable to nominating and governance committee members under the NYSE listing standards and the applicable SEC rules.

	During 2020, the Nominating and Governance Committee held four meetings.

~~developing and recommending to the Board corporate governance guidelines;~~

~~in collaboration with the Lead Independent Director, lead the evaluation of the Board and Board committees;~~

~~making recommendations to the Board on director compensation matters;~~

~~monitoring developments in the law and practice of corporate governance; and~~

~~reviewing transactions between the Company and related persons.~~

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

The Nominating and Governance Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NYSE listing standards. A copy of the charter of the Nominating and Governance Committee is available in the Investor Relations section of our website at~~www.outfrontmedia.com. During 2015, the Nominating and Governance Committee held four meetings.~~

~~Policy Regarding Director Nominations~~

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

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

A stockholder that wants to recommend a candidate for election to the Board must send a written notice to the Company’s Secretary at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174 in accordance with the requirements set forth in the Bylaws. See “Stockholder Proposals for the 2017 Annual Meeting of Stockholders.” The Company’s Secretary will review the information received about the

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

~~Board and Committee Self-Assessments~~

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

Communications with the Board

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

Compensation Committee Interlocks and Insider Participation

~~From June 2015 through December 2015,~~

During 2020, the members of the Compensation Committee were Nicolas Brien, Angela Courtin and Peter ~~Mathes, William Apfelbaum and Nicolas Brien. Prior to June 2015, the members of the Compensation Committee were Messrs. Mathes and Brien and Susan M. Tolson.~~Mathes. None of the members of the Compensation Committee during fiscal year ~~2015~~2020 was an officer or employee of the Company, and, during fiscal year ~~2015,~~2020, no executive officer of the Company served on the board and/or compensation committee of any company that employed as an executive officer any member of the Board and/or the Compensation Committee. None of the members of the Compensation Committee during fiscal year ~~2015,~~2020 had any relationships requiring disclosure under Item 404 of Regulation S-K for the fiscal year ~~2015, with the exception of Mr. Apfelbaum.~~

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

2020.

Director Compensation

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

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

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

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

grant).

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

Board, as applicable:

•A ~~$70,000~~$75,000 annual board retainer, payable in equal quarterly installments ~~quarterly~~ in advance;

•An additional $20,000 annual committee chair retainer for the chair of each committee, payable in equal quarterly installments ~~quarterly~~ in advance;

•An additional $10,000 committee member retainer ~~fee~~ for each committee ~~that~~on which an Outside Director serves, payable in equal quarterly installments ~~quarterly~~ in advance; and

•An additional $20,000 annual retainer for the Company’s Lead Independent Director, payable in equal quarterly installments ~~quarterly~~ in advance.

On May 15, 2020, in response to the COVID-19 pandemic, each of the Outside Directors agreed to take a temporary reduction in cash compensation by 20%. The reductions were in effect from July 1, 2020 through October 29, 2020, after which time the reduced cash compensation reverted back to the cash compensation in existence prior to July 1, 2020.

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

•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 with such accrued dividend equivalents ~~shall convert~~converting to shares of our common stock on the date of vesting; and

•a ~~prorated~~pro-rated RSU grant if he or she joins the Board following the date of the annual RSU grant, but during the calendar year of the grant.

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

~~2015~~

2020 Director Compensation Table

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

Name
Fees Earned or
Paid in Cash
($)(1) Stock
($)(2) All Other
Compensation
($) Total
($)
William Apfelbaum
43,600    120,000    —    163,600
Nicolas Brien
75,000    120,000    —    195,000
Manuel A. Diaz
76,000    120,000    —    196,000
Peter Mathes
90,000    120,000    —    210,000
Susan M. Tolson
90,000    120,000    —    210,000
Joseph H. Wender
104,650    120,000    —    224,650

2020.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)	Total ($)
Angela Courtin	79,412	120,000	—	199,412

Nicolas Brien	79,412	120,000	—	199,412

Manuel A. Diaz	79,412	120,000	—	199,412

Michael J. Dominguez*	37,444	120,000	—	157,444

Peter Mathes	98,097	120,000	—	218,097

Susan M. Tolson	98,097	120,000	—	218,097

Joseph H. Wender	116,782	120,000	—	236,782

~~(1)~~

~~Reflects cash amounts earned in 2015 for the annual Board retainer, committee chair retainers, committee member retainers and Lead Independent Director retainer.~~

~~(2)~~

~~These amounts reflect the grant date fair value determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718,~~ ~~Compensation—Stock Compensation~~, of the annual grant of RSUs to each Outside Director under the Amended and Restated Omnibus SIP. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2015, see Note 13 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.

* Mr. Dominguez was appointed to the Board in June 2020. See “—Board of Directors.”

(1) Reflects cash amounts earned in 2020 for the annual Board retainer, committee chair retainers, committee member retainers and Lead Independent Director retainer, including the temporary 20% reduction in cash compensation in response to the COVID-19 pandemic.

(2) These amounts reflect the grant date fair value, determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation, of the annual grant of RSUs to each Outside Director under the Omnibus SIP. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2020, see Note 15 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, 2020.

The following table shows the number of shares subject to outstanding RSUs held by each of the Outside Directors as of December 31, ~~2015.~~2020. Each Outside Director received an automatic grant of ~~4,461~~6,366 RSUs on June ~~9, 2015,~~8, 2020, and the grant date fair value for each grant was $120,000.


Name		Number of Shares Subject to Outstanding RSUs
Nicolas Brien		6,366

~~Director~~ Angela Courtin		~~Number of Shares~~ ~~Subject to Outstanding~~ ~~RSUs~~6,366
~~William Apfelbaum~~		~~4,461~~
~~Nicolas Brien~~	~~4,461~~
Manuel A. Diaz	~~4,461~~6,366
~~Peter Mathes~~		~~4,461~~
Michael J. Dominguez		6,366

Peter Mathes		6,366

Susan M. Tolson		~~4,461~~6,366

Joseph H. Wender		~~4,461~~6,366

Stock Ownership Guidelines

The Company’s Corporate Governance Guidelines provide that non-employee directors are expected to own shares of our common stock having a market value of at least three times their annual cash retainer within three years of becoming a director. This stock ownership expectation helps to align the interests of our directors with those of the Company’s stockholders. As of or prior to December 31, ~~2015, Messrs. Apfelbaum~~2020, pursuant to the Company’s Corporate Governance Guidelines, all directors have met the stock ownership guidelines through either (i) direct ownership of shares of our common stock, or, (ii) a combination of direct ownership of shares of our common stock and ~~Mathes had met their respective~~unvested RSUs or, in the case of Mr. Dominguez, Series A Preferred Stock owned by his employer, in accordance with the Nominating and Governance Committee’s discretionary authority to consider additional factors when evaluating compliance with the Company’s director stock ownership guidelines.

EXECUTIVE COMPENSATION

Unless otherwise indicated or the context otherwise requires, references to the “Committee” in this section of this proxy statement refer to the Compensation ~~Committee or the Executive Compensation Subcommittee, as applicable.~~

Committee.

Compensation Discussion and Analysis

Executive Summary

The following is an overview of the Committee’s major decisions in 2015 and changes to named executive officer (“NEO”) compensation. The compensation for our NEOs is presented in additional detail in the compensation tables and narratives following this summary and following the “Compensation Discussion and Analysis” section.

~~Summary of Key 2015 Compensation Actions~~

ü ~~Adopted a new compensation peer group~~

ü ~~Adopted stock ownership guidelines for the Chief Executive Officer and all other executive officers~~

ü Replaced free cash flow metric with AFFO (as defined below) in setting performance targets under the OUTFRONT Media Inc. Amended and Restated Executive Bonus Plan (the “Amended and Restated Executive Bonus Plan”) and the Amended and Restated Omnibus SIP

ü ~~Limited base salary increases to one NEO as required by his employment agreement~~

ü ~~Rebalanced the mix of compensation to provide a greater emphasis onlong-term~~ ~~incentive equity grants~~

ü ~~Funded cash bonuses equal to 89% of performance target~~

ü ~~Retained an independent compensation consultant, ClearBridge~~

ü Adopted change in control provisions in the Amended and Restated Omnibus SIP and related equity award terms and conditions for the benefit of all plan participants and an Executive Change in Control Severance Plan (the “CIC Plan”), effective January 1, 2016, for the benefit of the Company’s executive officers, each with a “double trigger” requirement (that is, requiring a Qualifying Separation (as defined below) following a Change in Control (as defined below)

~~Personnel Change and our 2015 Named Executive Officers~~

~~In 2015, we added one new NEO. The table below highlights this addition.~~

~~Name~~

~~Title~~

~~Overview of Role~~

The following is an overview of the Committee’s major decisions in 2020 and changes to named executive officer (“NEO”) compensation. The compensation for our NEOs is presented in additional detail in the compensation tables and narratives following this summary and following the “Compensation Discussion and Analysis” section.

COVID-19 Impact

The COVID-19 pandemic and the related preventative measures taken to mitigate the effects of the pandemic had a significant impact on the global economy and our business in 2020. These preventative measures included government-imposed and other shutdowns and restrictions on businesses, public gatherings, social interactions and travel, which resulted in reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences throughout the markets in which we do business.

Throughout the ongoing COVID-19 pandemic, we have prioritized the health and safety of our employees and customers by (i) shifting to a secure remote workforce for personnel other than operations personnel who service our displays and certain other personnel, (ii) implementing deep cleaning, social distancing and other protective policies and practices in accordance with federal, state and local regulations and guidance across all offices and facilities that are open or in the process of reopening, (iii) restricting non-essential business travel, and (iv) communicating frequently with our employees and customers to address any concerns. In addition, in order to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business, we modified our business goals and undertook several actions to date, including, among other things, issued $400.0 million of Series A Preferred Stock and certain senior notes, amended our credit agreement governing the revolving credit facility to modify the calculation of our financial maintenance covenant ratio, suspended our quarterly dividend payments on our common stock, temporarily suspended or delayed our deployment of digital transit displays, and reduced certain growth and maintenance capital expenditures and expenses. The impact on our business required the Company’s management to increase its existing responsibilities significantly, and navigate difficult operational and financial risks and uncertainties throughout the COVID-19 pandemic.

Despite this impact to our business, we did not change our compensation plans or financial targets during 2020 even though they were established prior to the COVID-19 pandemic. Accordingly and as further described below, since we did not meet our threshold financial performance goals for 2020, the performance-based RSUs (“PRSUs”) granted to the NEOs in 2020 were forfeited and the performance-based cash bonuses were paid below target using only the NEO individual performance component to determine NEO payouts. In addition, from May 12, 2020 to September 9, 2020, each NEO agreed to a temporary reduction in base salary by 20% (or by 50%, in the case of the Company’s Chief Executive Officer).

In February 2021, the Committee, in consultation with ClearBridge, determined that in order to further align the NEOs with our stockholders, strengthen the relationship between pay and performance and incentivize the continued efforts of the NEOs through a post-pandemic recovery, it would approve one-time equity grants to the NEOs in addition to the Company’s standard annual long-term equity incentive award grants. The grant values of the one-time equity awards were equal to 100% of each NEO’s current base salary, and comprised of 60% PRSUs and 40% time-based RSUs (“TRSUs”). The PRSU performance metric will be based on the Company’s total shareholder return (“TSR”) relative to the TSRs of the companies in the iShares Evolved U.S. Media and Entertainment Index as of January 1, 2021, measured over a two-year performance period, with the number of PRSUs eligible to vest ranging from 0% to 200% of target based on a percentile ranking of the Company’s relative TSR. Subject to the performance condition, these one-time equity grants will cliff vest in full on the second anniversary of the award grant date. Except with respect to the performance condition and the time-vesting period, the terms and conditions of the one-time equity grants are substantially similar to those of the Company’s standard annual long-term equity incentive grants.

~~Clive Punter~~

~~Executive Vice President, Chief Revenue Officer~~

~~Clive Punter is responsible for overall revenue performance and driving growth in our sales operations across the United States~~

~~As a result of this change, our NEOs for 2015 consisted of the following individuals:~~

~~Name~~

~~Title~~


Summary of Key 2020 Compensation Actions
ü						Reviewed compensation peer group
ü						Temporarily reduced the base salaries of the NEOs in response to the COVID-19 pandemic
ü						Maintained pay-for-performance emphasis of compensation program and did not change any financial performance targets despite the impact of COVID-19 pandemic on our business
ü						Continued to evaluate the mix of compensation to provide emphasis on long-term incentive equity grants
ü						Paid cash bonuses equal to 56% of target based solely on the individual performance component
ü						2020 PRSUs were forfeited for not reaching threshold financial goals
ü						Retained ClearBridge as the Committee’s independent compensation consultant

Our 2020 Named Executive Officers

Our NEOs for 2020 consisted of the following individuals:


Name		Title
Jeremy J. Male		Chairman and Chief Executive Officer
		~~Donald R. Shassian~~
Matthew Siegel		Executive Vice President, Chief Financial Officer

Andrew R. Sriubas		Executive Vice President, Chief Commercial Officer

Clive Punter		Executive Vice President, Chief Revenue Officer
		~~Andrew Sriubas~~		~~Executive Vice President, Strategic Planning & Development~~
	Richard H. Sauer		Executive Vice President, General Counsel ~~and Secretary~~

~~2015~~

2020 Company Performance Highlights

Highlights of our ~~2015~~2020 performance are summarized below. ~~These, along with other factors described below, resulted in annual cash bonuses of 89% of performance target for all NEOs.~~

($ millions) 2014 2015
Revenue AFFO* Adjusted
OIBDA** Revenue AFFO* Adjusted
OIBDA**
$ 1,354 $ 275 $ 413 $ 1,514 $ 267 $ 438


($ in millions)	2020
	Revenues	AFFO*	Adjusted OIBDA**
	$1,236.3	$96.3	$233.3

We calculate and define “AFFO” as funds from operations (which reflects net income (loss) adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs and the non-cash effect of loss on real estate assets held for sale, as well as the same adjustments for our~~equity-based~~ investments, as applicable) adjusted to include cash paid for direct lease acquisition costs and cash paid for maintenance capital expenditures, and exclude costs related to our acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC and restructuring charges, as well as certain non-cash items, including non-real estate depreciation and amortization, deferred income taxes, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent and amortization of deferred financing costs.

We calculate and define “Adjusted OIBDA” as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation, restructuring charges, loss on real estate assets held for sale and costs related to our acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC.

~~We were pleased with many aspects of our 2015 financial performance:~~

~~Total reported revenues improved 12% year-over-year~~

~~Organic revenues grew 4% year-over-year~~

~~Adjusted OIBDA improved 6% year-over-year~~

~~We would also like to highlight several significant milestones of 2015:~~

We completed several small acquisitions for a total purchase price of approximately $12.1 million, and completed the integration related to our acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC

~~We converted 125 static billboards displays to digital~~

~~We launched our new advanced digital technology platform, ON Smart Media, and our location-based mobile marketing solution, the OUTFRONT Mobile Network~~

~~We began leasing certain of our outdoor assets for wireless communication attachments~~

~~We entered into an agreement to sell our outdoor advertising business in Latin America, which closed on April 1, 2016~~

We paid cash dividends of $196.3 million in 2015, including a special cash dividend of $8.2 million in March 2015 representing a “top-up” of the 2014 annual dividend for real estate investment trust (“REIT”) distributable income

*We calculate and define “AFFO” as funds from operations attributable to OUTFRONT Media Inc. (which reflects net income (loss) attributable to OUTFRONT Media Inc. adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs and the same adjustments for our equity-based investments and non-controlling interests, as well as the related income tax effect of adjustments, as applicable) adjusted to include cash paid for direct lease acquisition costs and cash paid for maintenance capital expenditures, and exclude restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, a gain on disposition of non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for non-controlling interests, and the non-cash portion of income taxes, as well as the related income tax effect of adjustments, as applicable.

** We calculate and define “Adjusted OIBDA” as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation and restructuring charges. For reconciliations of organic revenues (which exclude revenues associated with significant acquisitions and divestitures, revenues associated with business lines we no longer operate, and the impact of foreign currency exchange rates), Adjusted OIBDA (as described above) and AFFO (as described above) to ~~revenues,~~ operating income (loss) and net income (loss) attributable to OUTFRONT Media Inc., respectively, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators,” on pages ~~38-43~~43-46 of our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~

2020.

Due to the impact of the COVID-19 pandemic, 2020 presented extremely difficult operational and financial challenges for the Company and its management. In connection with, and in spite of, these challenges, the Company accomplished the following in 2020:


ü						We renegotiated approximately 2,500 lease abatements resulting in an aggregate cost savings of over $15 million

ü						We reduced the guaranteed minimum annual payments on nearly all of our transit franchise agreements

ü						We built or converted 142 new digital billboard displays in the U.S. and Canada

ü						We enhanced our liquidity position through, among other things, the issuance of $400.0 million of Series A Preferred Stock and $400.0 million aggregate principal amount of new senior notes

ü						We paid cash common dividends of $55 million prior to suspending our quarterly dividend payments on common stock in response to the COVID-19 pandemic

ü						We continued to invest in our personnel and corporate culture and made progress on our ESG initiatives, including our diversity and inclusion program

ü						We deployed 2,803 digital displays in connection with the Company’s transit franchise agreement with the New York Metropolitan Transit Authority (“MTA”) despite temporarily suspending deployment due to the COVID-19 pandemic

ü						We continued to make technology enhancements to improve our products and services, including shifting to a secure remote workforce for most personnel in response to the COVID-19 pandemic

ü						We successfully negotiated 7 labor union agreements expiring in 2020

Our Compensation Philosophy

We strive to have a compensation philosophy that is flexible and aligned with our human resources and business strategies. ~~From time to time, the~~The Committee and our management team periodically review and consider changes to the philosophy to ensure it is reasonable and market-competitive. Our compensation consultant, who advised us on the compensation philosophy during ~~2015, is~~2020, continues to be supportive of these key tenets.

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

philosophy, which we maintained despite the challenges faced with the COIVD-19 pandemic.

Elements of Our Philosophy

Summary of Philosophy

Considerations for Setting Pay Opportunities

Position/responsibilities

~~Elements of Our Philosophy~~ü

~~Summary of Philosophy~~

~~Considerations for Setting Pay Opportunities~~

ü ~~Position/responsibilities~~

üContribution/criticality to the organization

Individual ~~performance/potential~~performance and ~~historical pay~~

potential

ü ~~Internal equity~~

Company performance

External market

Existing contractual obligations

Desired Market Positioning

We do not explicitly target a ~~given~~specific percentile of the market

We generally consider ~~a reasonable range around~~using the market median as a reference point with respect to each element of target total direct compensation (base salary, target annual incentives and ~~grant-date~~target value of long-term incentive opportunities)

Market Sources for Compensation Reference

We focus primarily on a peer group of media-related companies to provide relevant market context for assessing our compensation program, along with analyzing relevant market compensation surveys to supplement the peer data

Given that the Company is a ~~REIT,~~real estate investment trust (“REIT”), we also compare our compensation practices to REIT industry practices to provide additional context when reviewing our compensation program

Mix of Pay

The majority of executive compensation should be “at risk” and subject to ~~financial~~performance metrics (see charts below for more detail)

, which unifies management towards common Company performance goals

Key Pay Elements and Alignment with Company Performance

The following chart summarizes the key pay elements for our NEOs, their purpose and how each pay element links Company performance. See “—Compensation Discussion and Analysis—Elements of ~~2015~~2020 NEO Compensation” below for additional detail.

Compensation Mix

To help ensure that 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’ ~~2015~~2020 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 change in control provisions in the Amended and Restated Omnibus SIP and related equity awards terms and conditions and adopted 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 for 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

* Average includes the following NEOs: Messrs. Siegel, Sriubas, Punter and Sauer. These charts represent the target compensation, not actual payouts or pro-rated increases to any NEO’s base salary or annual target bonus opportunity. See “— Employment Agreements” for more information.

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 DO
ü	Tie pay to performance by ~~ensuring that~~designing a significant portion of executive pay ~~is performance-based and~~to be at risk; 79% of the CEO’s ~~2015~~2020 compensation ~~is performance-based~~ and, on average, ~~70%~~74% 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 ~~considered~~considers multiple financial and non-financial inputs

ü	Retain the services of an independent compensation consultant

ü	Generally consider peer group, 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 have~~executive officers in the event of a ~~long-term stockholder orientation~~ financial 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~~

2020 Say-on-Pay and Frequency of Say-on-Pay Outcome

We held a non-binding advisory stockholder vote on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote, at our ~~2015~~2020 Annual Meeting of Stockholders. At the ~~2015~~2020 Annual Meeting of Stockholders, approximately ~~88%~~98% 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 2015 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,~~which will occur at the Annual Meeting, or until the Board otherwise determines a different frequency for such non-binding advisory votes.

See the section entitled “Proposal No. 4 — Non-Binding On-Binding Advisory Vote on The Frequency of Stockholder Votes to Approve the Compensation of the Company’s Named Executive Officers” for additional information.

Evaluating ~~2015~~2020 Compensation and the Use of Market Data

~~In 2015, the~~

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,~~2020, 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~~reviews and ~~approve~~approves the compensation peer group annually. The compensation peer group was determined based on the following criteria:

~~Business Criteria:~~

Operations and Scale

We seek U.S.-based publicly-traded media companies ~~in the media industry with a meaningful portion of revenue from advertising sales~~

~~Size Criteria: Companies~~as our primary data source. The selected peer companies are comparable to the Company’s revenue size (for example, companies with revenue of ~~$500 million~~approximately $1 billion to $3.5 billion), with a secondary focus on market ~~capitalization~~capitalization.

Business Characteristics

Demographics

U.S.-based publicly-traded media companies, similar in terms of business complexity who serve as potential sources of executive talent.

Business Criteria

Companies with a similar business model to ours and have a meaningful portion of revenue from advertising sales as determined by an evaluation of such companies’ public disclosures.

Peers of Peers

Companies who are listed as a peer of the Company’s current peers as disclosed in such peers’ proxy statement.

~~Based~~

For 2020, the Committee reviewed and approved the compensation peer group in October 2019 and determined at that time that no changes should be made. This determination was made prior to the COVID-19 pandemic and the related impacts on ~~these selection criteria,~~ the ~~comparison~~revenue and market capitalization of the Company and the peer group ~~comprises~~companies. Therefore, the Company’s compensation peer group for 2020 comprised of the following 1513 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.		$	1,236		$	2,679
Sinclair Broadcast Group, Inc.		$	5,943		$	2,347
Nexstar Media Group, Inc.		$	4,501		$	4,749
IAC/InterActiveCorp		$	3,048		$	16,598
TEGNA, Inc.		$	2,938		$	3,036
Meredith Corporation		$	2,917		$	1,000
AMC Networks Inc.		$	2,815		$	1,468
Gray Television, Inc.		$	2,381		$	1,662
Tribune Media Company		$	2,016		$	4,125
The E. W. Scripps Company		$	1,857		$	1,232
Clear Channel Outdoor Holdings, Inc.		$	1,855		$	743
The New York Times Company		$	1,755		$	8,227
Lamar Advertising Company		$	1,569		$	8,096
Entercom Communications Corp.		$	1,061		$	364

(1)As of January 4, 2021, except for Tribune Media Company as it was acquired by Nexstar Media Group, Inc. in late 2019. Information shown for Tribune Media Company is as of the last date of publicly available information prior to the acquisition. 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 solely use benchmarking to evaluate its ~~execution~~executive 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,~~2020, 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 ~~dispositive~~relied 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~~size criteria used for the media peer group described above. One modification that was made to the REIT comparison group for 2020, which was the removal of CBL & Associates due to their company value, and the addition of CyrusOne Inc. as a ~~supplemental reference point: Crown Castle International Corp.,~~replacement. The REIT comparison group for 2020 included the following specialty REITs: The GEO Group, Inc., ~~Corrections Corp. of America,~~CoreCivic, Inc, Digital Realty Trust ~~Plum Creek Timber Co.~~Inc., Extra Space Storage Inc. and ~~CBL & Associates Properties.~~

CyrusOne Inc.

Elements of ~~2015~~2020 NEO Compensation

Consistent with ~~2014,~~2019, NEO compensation included the following compensation elements:

~~Base salary~~

~~Performance-based compensation:~~

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~~Executive cash bonus plan~~

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~~Long-term equity incentive compensation~~

~~Retirement plans~~

~~Other compensation (personal benefits~~)

üPerformance-based compensation:

◦Executive cash bonus plan

◦Long-term equity incentive compensation

üOther 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.~~2020. 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,~~2020, 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.”

Base Salary

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 employment agreements with~~

On May 5, 2020, each NEO agreed to a temporary reduction in base salary by 20% (or by 50%, in the ~~Company~~case of the Company’s Chief Executive Officer). The reductions were in ~~late 2013 and early 2014. Messrs. Sriubas and~~effect from May 12, 2020 through September 9, 2020, after which time the reduced base salaries reverted back to the base salaries in effect prior to May 12, 2020. With the exception of Mr. Punter, ~~entered into employment agreements with~~ the ~~Company in July 2014 and October 2014, respectively.~~

~~The~~ base salaries provided to ~~Messrs. Male, Shassian, Sriubas and Punter~~the NEOs were not increased in ~~2015. As required by~~2020 because the ~~renewal provisions of~~Committee determined that their respective current base salaries were within the competitive market range. In February 2020, the Committee determined that Mr. ~~Sauer’s employment agreement, his~~Punter’s base salary ~~increased from $450,000~~should be adjusted to ~~$475,000~~remain in competitive market range. However, as a result of the impact of the COVID-19 pandemic 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%

the Company, this increase was delayed until October 1, 2020. See “—Employment Agreements.”

Name 2019 Salary 2020 Salary Change
Jeremy J. Male $1,350,000 $1,350,000 0%
Matthew Siegel $650,000 $650,000 0%
Andrew R. Sriubas $650,000 $650,000 0%
Clive Punter $620,000 $650,000 4.8%
Richard H. Sauer $575,000 $575,000 0%

Performance-Based Compensation—Executive Cash Bonus Plan

Overview

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

~~Grow top line revenue~~

~~Manage and control costs~~

~~Achieve rigorous individual goals that are linked to our strategic plan~~

üGrow top line revenue

üManage and control costs

üAchieve 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 approved~~The 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~~As a media company that is also a REIT, these metrics are seen as critical to both our short-term performance and our long-term strategic plan, and are the most prominent two metrics tracked by our management and the investment community.

How the Plan Works

The Committee has a process in place for setting goals and evaluating performance under the ~~Amended and Restated~~ Executive Bonus ~~Plan.~~Plan that includes both quantitative financial performance targets for the Company and qualitative individual performance goals and objectives for the NEOs. Based on the advice of our compensation consultant, the Committee chose to set the ~~Amended and Restated~~ Executive Bonus Plan financial thresholds, targets and maximums for fiscal year ~~2015~~2020 using ~~analyst consensus~~budgeted 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~~ In order for the quantitative financial component of ~~Section 162(m),~~the bonuses to be funded under the Executive Bonus Plan, the Company must achieve an 80% or greater level of the weighted average achievement of a combination of the percentage of target Adjusted OIBDA achieved for calendar year 2020 and the percentage of target AFFO achieved for calendar year 2020, in each case, as adjusted in accordance with the Executive Bonus Plan, with such weighted average achievement calculated by allocating a 75% weighting to target Adjusted OIBDA and a 25% weighting to target AFFO (the “Minimum Funding Threshold”). If the Minimum Funding Threshold is achieved, the Committee ~~uses~~compares the weighted average achievement of both financial metrics to a ~~two-step approach to determine the amount of bonuses paid to NEOs. The first step is to fund the overall~~pre-defined bonus ~~pool, which occurs if the Company achieves pre-determined performance thresholds. The second step is for~~payout scale approved by the Committee in early 2020, with threshold, target and maximum goals, as set forth below. The Committee 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. The Company’s Chief Executive Officer then reviews the qualitative individual performance of the NEOs relative to the Company’s performance and pre-established strategic goals and objectives, and provides his assessment to the Committee, while the Committee does their own assessment of the Chief Executive Officer’s performance. The Committee then determines achievement within the parameters of the pre-defined payout of 0% to 200%. The Committee determines the actual final bonus payments using the following percentages: 67% of the bonus payment is based on the quantitative financial component and 33% of the bonus payment is based on an evaluation of the qualitative individual performance of the NEOs, each as described above and below. The Committee may exercise ~~negative~~ discretion to ~~reflect Company and individual performance.~~adjust any of the bonus payments, subject to any limitations set forth in the Executive Bonus Plan. This process is depicted in the ~~flow-chart~~flowchart below.

~~Goal-Setting Process~~

Determining the 2020 Payout

The chart below summarizes the Committee’s review of 2020 performance and the resulting Executive Bonus Plan payouts.

Financial Component Funding

Threshold Financial Performance Not Achieved

In 2020, the Minimum Funding Threshold goal was not achieved. Actual Adjusted OIBDA for cash bonus plan purposes was $271.5 million and actual AFFO was $96.3 million, each of which were less than 80% of the corresponding threshold amounts of $451.2 million and $292.8 million, respectively.

NEO Performance

In early 2021, Mr. Male reviewed and assessed the performance of each NEO relative to the Company’s performance objectives outlined below, as adjusted for the impact of the COVID-19 pandemic on the Company and its business goals and strategies in 2020. 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 adjusted for the impact of the COVID-19 pandemic on the Company and its business goals and strategies in 2020 as part of this process. The Committee then met in executive session to consider Mr. Male’s recommendations and to make final payout determinations for the NEOs. The NEO and Company performance objectives in 2020, as adjusted for the impact of the COVID-19 pandemic, were as follows:

Implement cost savings measures in response to the COVID-19 pandemic, including, among other things, lease abatements, amendments to transit franchise agreements, reductions in certain capital expenditures and workforce reductions

Execute on platform deployment of digital equipment in connection with the Company’s transit franchise agreement with the MTA despite temporarily suspending deployment due to the COVID-19 pandemic

Continue conversions of static billboard to digital displays, and deploy new digital displays in key media markets despite reductions in growth capital expenditures for conversions due to the impact of the COVID-19 pandemic

Enhance technology of our business, assets and products, including shifting to a secure remote workforce for most personnel in response to the COVID-19 pandemic

Continue to invest in our personnel and corporate culture and made progress on our ESG initiatives, including our diversity and inclusion program, particularly in light of the social changes of 2020

Implement health and safety protocols for in-office and operations employees in response to the COVID-19 pandemic

Renew 7 labor union agreements

Enhance the Company’s liquidity position through equity and debt transactions, which includes, among other things, the issuance of $400.0 million of Series A Preferred Stock and $400.0 million aggregate principal amount of new senior notes during the COVID-19 pandemic

Overall Funding

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. The table below depicts the (1) threshold, target and maximum performance goals used to determine bonus pool funding, (2) actual performance achievement for 2020 for these goals, and (3) the resulting weighted average performance achievement for 2020 for financial performance.

2020 Performance Goal

Weighting

Actual

Threshold

Target

Maximum

Achievement

Adjusted OIBDA*

75%

$271.5

$451.2

$564.0

$620.4

48.1% x 75% = 36.1%

AFFO*

25%

$96.3

$292.8

$366.0

$402.6

26.3% x 25% = 6.6%

2020 Weighted Average Financial Achievement (67%)

42.7% of target = 0% of funding

2020 Individual Performance Funding (33%)

170.0%

2020 Final Funding

56.0% of target

* Dollars in millions.

For 2020, the financial weighted average achievement of target Adjusted OIBDA and target AFFO was 42.7%, which resulted in zero funding of the financial performance component of the bonus pool for our NEO’s. The Committee applied the weighted average achievement of both metrics against the pre-defined bonus payout scale approved by the Committee in early 2020, as described above. Since the financial weighted average achievement for 2020 was at 42.7%, the financial portion of the bonus payout was funded at 0%, which represents 67% of the total bonus funding pool.

After reviewing Mr. Male’s recommendations, the Committee determined that for the 33% individual performance component of each NEO’s annual bonus, the funding would be set at a funding level of 170% (which is below the maximum individual performance component funding level of 200% permitted under the Committee’s pre-defined payout range), reflecting the significant contributions that the NEOs had made to the Company in response to the COVID-19 pandemic. The Committee believes that the NEOs equally collaborate on the Company’s performance objectives, and as their respective individual performances are tied to the Company’s financial performance, all NEOs received the same bonus funding of 56%.



2020 Final Payouts
	Target Bonus Opportunity			Actual Bonus Paid
NEO	As a % of Base Salary	($)		As a % of Target Bonus Opportunity	($)
Jeremy J. Male	115%	1,552,500		56%	869,400
Matthew Siegel	85%	536,339	*	56%	300,350
Andrew R. Sriubas	85%	552,500		56%	309,400
Clive Punter	85%	525,702	**	56%	294,393
Richard H. Sauer	65%	373,750		56%	209,300

*In 2020, the Committee, in its discretion, increased Mr. Siegel’s annual target bonus opportunity from 75% to 85% of his annual base salary following a review of peer data and other factors, effective on April 1, 2020. See “— Employment Agreements.”

** In 2020, the Committee, in its discretion, increased Mr. Punter’s annual target bonus opportunity from 80% to 85% of his annual base salary following a review of peer data and other factors, effective on April 1, 2020. Mr. Punter’s target bonus opportunity also reflects proration of his base salary increase to $650,000, which became effective on October 1, 2020. 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:

üBalance stockholder alignment, line-of-sight to critical financial metrics and long-term retention

üReflect typical market practice of our peer group

üAlign with our stated pay-for-performance compensation philosophy

The Company’s long-term equity incentive compensation is comprised of two separate components:

~~• Management develops budgeted AFFO and Adjusted OIBDA performance goals~~

Type of Long-Term Equity Incentive Compensation

Weighting

+Overview

~~• 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~~

Rationale

~~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

~~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~~

~~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 2015 Payout~~

~~The chart below summarizes the Committee’s review of 2015 performance and the resulting Amended and Restated Executive Bonus Plan payouts.~~

~~Payout Funding~~
~~Threshold Performance~~
~~Achieved~~ü
~~In 2015, Adjusted OIBDA achievement for cash bonus plan purposes was $442.8 million, which was $66.8 million above the threshold requirement of $376.0 million~~
~~Financial Performance~~
As noted previously, 67% of the NEOs’ annual cash bonus is based on the achievement of Adjusted OIBDA and AFFO. The table below depicts the (1) threshold, target and maximum performance requirements, (2) actual performance achievement for 2015 and (3) the resulting weighted average performance achievement for 2015.

   2015 Performance
Goal    Weighting    Actual    Threshold    Target    Maximum    Achievement

Adjusted OIBDA*
   75%    $442.8    $376.0    $470.0    $517.0    94.2% x 75% = 71%

AFFO*
   25%    $272.0    $217.6    $272.0    $299.2    100% x 25% = 25%

2015 Weighted Average Financial Achievement
                  96% of target

2015 Final Funding
                  89% of target

*  Dollars in millions. For purposes of calculating Adjusted OIBDA and AFFO actual, threshold, target and maximum performance amounts, the Adjusted OIBDA and AFFO metrics, which are defined and described in the section entitled “—Compensation Discussion and Analysis—Executive Summary—2015 Company Performance Highlights,” were further adjusted to exclude the impact of foreign currency exchange rates, which was approximately $5.0 million for 2015.
The financial weighted average achievement of Adjusted OIBDA and AFFO is 96%, which resulted in funding a bonus pool of 89%. This bonus outcome reflects the interpolated result from applying the weighted average achievement of both metrics against our pre-defined bonus payout scales.
~~Actual Individual Performance Results~~
Mr. Male reviewed and assessed the performance of each other NEO relative to the Company performance objectives outlined below, which were established earlier in the calendar year. Mr. Male then discussed his assessment of each NEO’s performance with the Committee. The Committee also formally assessed Mr. Male’s performance against his pre-established individual objectives as part of this process. The Committee then met in executive session to consider Mr. Male’s recommendations and to make final payout determinations.
~~The Company performance objectives in 2015 were as follows:~~
ü     ~~Strategic acquisitions~~
ü    ~~The successful execution of the divestiture of our outdoor advertising business in Latin America~~
ü    ~~Static billboard to digital conversions~~
ü     ~~Technology enhancements of our business, assets and products~~
ü    Certain personnel priorities, including the integration related to our acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC, the reorganization of our salesforce, and the re-alignment of sales regions
After reviewing Mr. Male’s recommendations, the Committee determined that, for the 33% portion of each NEO’s annual bonus that is based on individual performance, the funding would be set at the same funding level as the financial performance component of 89%.

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

   Target Bonus Opportunity    Actual Bonus Earned
NEO    As a % of Base
Salary    ($)    As % of Target
Bonus
Opportunity    ($)

Jeremy J. Male*

100%

$1,349,999

89%

$1,201,500


Donald R. Shassian

75%

$487,500

89%

$433,875


Clive Punter

75%

$412,500

89%

$367,125


Andrew Sriubas

75%

$412,500

89%

$367,125


Richard H. Sauer

50%

$237,500

89%

$211,375

*  In 2015, the Committee, in its discretion, increased Mr. Male’s annual target bonus opportunity from 85% to 100% of his annual salary in effect on November 1st of the calendar year to which the annual bonus relates. See “—Compensation Discussion and Analysis—Employment Agreements.”

~~Performance-Based Compensation—Long-Term Equity Incentive Compensation~~

~~The Company provides long-term equity incentive compensation to the NEOs that is intended to:~~

~~Balance (1) stockholder alignment, (2) line-of-sight to critical financial metrics and (3) long-term retention~~

~~Reflect typical market practice of our peer group and similarly-sized general industry companies~~

~~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~~

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 ~~RSUs~~PRSUs are also subject to ~~additional~~ ratable vesting over a three-year period following the ~~year of~~ grant

date

ü Provides alignment with stockholders

ü Fosters retention

TRSUs

40%

ü Vests ratably over a three-year period following the ~~year of~~ grant date

ü ~~Fosters retention~~

ü Provides alignment with stockholders

ü Fosters retention

~~Similar to 2014, on~~

On February ~~18, 2015,~~20, 2020, the Company made a grant of PRSUs to its NEOs. Grants of PRSUs follow the same process as that of awards under the Executive Bonus Plan in that the grants of PRSUs are at-risk and subject to the Minimum Funding Threshold. If the Minimum Funding Threshold is achieved, the Committee compares the weighted average achievement of both financial metrics to the performance and payout schedule approved by the Committee in early 2020, with threshold, target and maximum goals, as set forth below. The Committee applies an increased payout of 10% for every 5% weighted average achievement above target, and a decreased payout of 10% for every 5% weighted average achievement below target. If the performance achievement results in a percentage between two performance levels on the scale, the grant payout is interpolated. The Committee may exercise discretion to adjust any of the grants of PRSUs, subject to any limitations set forth in the Omnibus SIP.


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%

In evaluating the potential performance and payout levels of long-term equity incentive compensation PRSU awards relative to short-term cash-based incentives that may be earned under the Executive Bonus Plan, though both incentives are subject to ~~pre-established~~similar financial metrics, PRSU awards utilize an interpolation scale with higher threshold and lower maximum payout levels, making it more difficult to achieve PRSU award payout levels at the top of ~~AFFO and Adjusted OBIDA that were approved by~~ the ~~Committee. The PRSUs are fully at risk, in that they are not earned~~scale unless the Company achieves performance of at least 80% relative to both metrics. The table below illustrates the pay and performance schedule applicable to the 2015 grant of PRSUs. The Company applies a straight-line interpolation methodology for performance between 80% and 120% of target.

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%

significantly overperforms.

The Committee considered a number of factors when establishing each NEO’s ~~2015~~2020 total grant value:

~~Recommendations from the Chief Executive Officer (excluding for his own role) based on the Company performance objectives described above~~

~~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~~

~~Market data and consultation provided by ClearBridge~~

~~Existing contractual obligations through employment agreements~~

~~Potential levels of dilution~~

~~Internal equity amongst the NEO group~~

~~The desire to shift to place more emphasis on long-term incentives from a pay mix perspective~~

üRecommendations from the Chief Executive Officer (excluding for his own role) based on the Company performance objectives described above

üMarket data and consultation provided by ClearBridge

üExisting contractual obligations through employment agreements

üPotential levels of dilution

üInternal equity amongst the NEO group

üThe desire to place more emphasis on long-term incentives from a pay mix perspective

The table below provides the total ~~2015~~2020 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

In 2015, the Committee, in its discretion, increased the target value of Messrs. Male and Shassian’s long-term equity incentive compensation value and, as required by the renewal provisions of his employment agreement, the target value of Mr. Sauer’s long-term equity incentive compensation increased. See “—Compensation Discussion and Analysis—Employment Agreements.” 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.


	Total 2020	Number of Units Granted in 2020
NEO	Grant Value	Target PRSUs	TRSUs
Jeremy J. Male	$3,500,000	68,560	45,706
Matthew Siegel	$1,500,000	29,382	19,588
Andrew R. Sriubas	$2,000,000	39,177	26,118
Clive Punter	$1,150,000	22,526	15,017
Richard H. Sauer	$750,000	14,691	9,794

In February ~~2016,~~2021, the Committee determined the requisite threshold level of AFFO and Adjusted OIBDA performance was not attained (as described above for the ~~Amended and Restated~~ Executive Bonus Plan for ~~2015)~~2020) and, accordingly, the number of PRSUs actually earned based on ~~our~~the Company’s performance relative to the performance goals established by the Committee for the ~~2015~~2020 calendar ~~year.~~

year, which was zero. 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,~~2020, we achieved ~~96%~~42.7% 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 2015~~ at ~~91%~~0% of target ~~PRSUs. This outcome reflects the interpolated result from applying the weighted average achievement~~PRSUs and forfeiture of ~~both metrics against our pre-defined equity payout scales.~~all PRSUs granted in 2020. The table below sets forth the number of PRSUs earned in ~~2015~~2020 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 2020	Actual Number of PRSUs Earned Based on 2020 Performance
Jeremy J. Male	68,560	0
Matthew Siegel	29,382	0
Andrew R. Sriubas	39,177	0
Clive Punter	22,526	0
Richard H. Sauer	14,691	0

The use of a one-year performance period for PRSU awards reflects the continually changing media landscape in which we operate. The digitization of our business and the increasing importance of transit contracts make it increasingly difficult to set financial performance goals in excess of one year. This has become evident when considering the impact of the COVID-19 pandemic on the Company’s business. Establishing rigorous financial targets each year enables the team to focus on delivering results aligned to the needs of the Company with the flexibility to alter direction on an annual basis. Although the 2020 PRSUs were forfeited based on the Company’s financial results, we will retain a one-year performance period for PRSU awards. These awards time vest over a three-year period, and are subject to forfeiture as described below. Accordingly, we believe that a one-year performance period is the right time frame over which to evaluate certification of PRSU awards.

The TRSUs and ~~the~~any PRSUs actually earned ~~PRSUs~~ generally vest in substantially equal installments ~~on each~~over a three-year vesting period from the date of ~~February 19, 2016, 2017, and 2018~~grant 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 any PRSUs actually earned 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,~~2020, 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.

Due to the impact of the COVID-19 pandemic and as a cost saving measure, the Company temporarily paused its matching contributions for both the 401(k) Plan and the Excess 401(k) Plan from April 2020 through December 2020.

Information regarding the participation by our NEOs in the Excess 401(k) Plan is set forth in the ~~2015~~2020 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 and Punter’s employment agreements, they were each 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 reimbursable travel expenses to and from the United Kingdom to visit family. The Committee approved for Mr. Punter’s housing costs to be continued from the one-year anniversary of his date of hire through December 31, 2015. To the extent any of these payments made to Messrs. Male and Punter are taxable, the Company will make an additional payment to them in an amount that, after payment of all taxes payable by them with respect to the additional payment, will equal the amount of all taxes payable by them with respect to the related reimbursement. 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—Employment Agreements” and “—2015 Summary Compensation Table.”

Stock Ownership Guidelines

To better align the interests of our executive team with those of our stockholders, we ~~formally~~have 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.

~~Chief Executive Officer: 5x base salary~~

~~Chief Financial Officer: 3x base salary~~

~~Other executive officers: 2x base salary~~

üChief Executive Officer: 5x base salary

üChief Financial Officer: 3x base salary

üOther executive officers: 2x base salary

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

~~Shares of stock owned individually or jointly, or in trusts owned by the executive~~

~~TRSUs~~

~~PRSUs once performance level and number of PRSUs earned have been determined~~

üShares of stock owned individually or jointly, or in trusts owned by the executive

üTRSUs

üPRSUs 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 or prior to December 31, ~~2015, Messrs. Male and Shassian had~~2020, all of the NEOs have met their respective ownership ~~guidelines. The other NEOs are expected~~guidelines, except for Mr. Siegel, who joined the Company in 2018 and has until 2023 to meet his ownership guideline. “—Elements of 2020 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.”

Clawback Policy

In 2017, the ~~stock ownership guidelines~~Board voluntarily adopted a recoupment or “clawback” policy. In the event the Company is required to prepare an accounting restatement due to the Company’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) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, generally limits to $1 million the federal tax deductibility of compensation paid in one year to ~~the Chief Executive Officer~~our “covered employees,” which includes our chief executive officer, chief financial officer and ~~the~~ three other most highly compensated executive officers ~~(other than the Chief Financial Officer) employed by us at the end of the year. Compensation~~(as well as any other person who was a covered employee for any taxable year beginning after December 31, 2016). Historically, compensation that ~~satisfies~~satisfied the Code’s requirements for “performance-based compensation” iswas not subject to this deduction limitation. This performance-based exception was repealed, effective for taxable years beginning after December 31, 2017, except for certain compensation arrangements in place as of November 2, 2017 for which

Compensation Risk Assessment

In ~~2015,~~2020, 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 Counsel~~Corporate 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 ~~2015~~2020 and agreed with management’s conclusion.

COMPENSATION COMMITTEE REPORT

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 ~~2016~~2020 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,~~2020, which was filed with the Securities and Exchange Commission on February ~~29, 2016.~~

26, 2021.

Peter Mathes, Chair ~~William Apfelbaum~~

Nicolas Brien

~~2015~~

2020 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, 2014~~2020, 2019 and ~~2013,~~2018, 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

For information regarding the impact of the COVID-19 pandemic on 2020 compensation, please refer to the section entitled “—Compensation Discussion and Analysis—Executive Summary—COVID-19 Impact.”


Name and Principal Position(a)	Year (b)	Salary ($)(c)(1)	Bonus ($)(d)	Stock Awards ($)(e)(2)	Option Awards ($)(f)	Non-Equity Incentive Plan Compensation ($)(g)(1)(3)	Change in Pension Value and Non-qualified Deferred Compens-ation Earnings ($)(h)	All Other Compensation ($)(i)(4)	Total ($)(j)
Jeremy J. Male	2020	1,170,865	—	3,499,968	—	869,400	—	1,260	5,541,493*
Chairman and Chief	2019	1,349,999	—	3,500,000	—	2,142,450	—	1,260	6,993,709
Executive Officer	2018	1,349,999	—	3,499,970	—	1,566,000	—	1,260	6,417,229
Matthew Siegel	2020	630,500	—	1,499,951	—	300,350	—	30,490	2,461,291*
Executive Vice President,	2019	650,000	—	1,199,988	—	672,750	—	39,269	2,562,007
Chief Financial Officer	2018	362,500	—	299,997	—	326,905	—	12,194	1,001,596
Andrew R. Sriubas	2020	630,500	—	1,999,986	—	309,400	—	33,630	2,973,516*
Executive Vice President,	2019	650,000	—	1,999,972	—	762,450	—	45,744	3,458,166
Chief Commercial Officer	2018	650,000	—	1,999,983	—	640,900	—	10,444	3,301,327
Clive Punter	2020	609,131	—	1,149,942	—	294,393	—	30,580	2,084,046*
Executive Vice President,	2019	620,000	—	999,975	—	684,480	—	41,360	2,345,815
Chief Revenue Officer	2018	620,000	—	824,969	—	539,400	—	10,318	1,994,687
Richard H. Sauer	2020	557,750	—	749,976	—	209,300	—	3,821	1,520,847*
Executive Vice President,	2019	575,000	—	599,972	—	515,775	—	10,525	1,701,272
General Counsel	2018	575,000	—	599,978	—	433,550	—	10,350	1,618,878

~~(1)~~

~~Mr. Punter was appointed as an executive officer of the Company in 2014 and first became an NEO for 2015.~~

~~(2)~~

~~Salary and Non-Equity Incentive Plan Compensation for 2015 include amounts deferred under qualified and nonqualified arrangements.~~

~~(3)~~

~~For stock awards made in 2015, 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—Stock Compensation~~. For the PRSUs granted in 2015 to Messrs. Male, Shassian, Sauer, Sriubas and Punter (representing $2,252,254, $1,201,194, $342,329, $450,433 and $450,433, 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 and $540,520, respectively. The assumptions upon which these amounts are based are set forth in note 13 to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

~~(4)~~

Amounts represent the annual bonus earned for 2015 under the Amended and Restated Executive Bonus Plan. See “—Compensation Discussion and Analysis—Elements of 2015 NEO Compensation—Performance-based Compensation-Executive Cash Bonus Plan.”

~~(5)~~ ~~The following table and footnotes describe each component of the “All Other Compensation” column for 2015:~~

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

~~(a)~~

~~For Messrs. Male and Punter, the amounts shown reflect housing, relocation and travel allowance pursuant to their respective employment agreements.~~

~~(b)~~

~~For Messrs. Male and Punter, the amounts shown reflect tax reimbursement associated with housing, relocation and travel allowance pursuant to their respective employment agreements.~~

~~2015~~

*As more fully described in footnote (2) below, the total amounts presented for 2020 include the target grant date value of PRSUs granted in 2020, as required by the SEC rules; however, these grants were forfeited by the NEOs in February 2021 because the Company did not meet its threshold financial performance goals. After giving effect to the forfeiture of the PRSUs in 2020, the total amounts for 2020 for Messrs. Male, Siegel, Sriubas, Punter and Sauer are $3,441,500, $1,561,320, $1,773,524, $1,394,075 and $1,070,862, respectively. These total amounts are not a substitute for the total amounts reported in the total column required by the SEC rules.

(1)Salary and Non-Equity Incentive Plan Compensation for 2020 include amounts deferred under qualified and nonqualified arrangements. Salary for 2020 reflects the 20% temporary reduction in NEO base salary (50% for Mr. Male, the Company’s Chief Executive Officer) described above and the fact that the Company had one additional pay period during 2020 (a 27th pay period) due to the timing of the bi-weekly payroll calendar.

(2)For stock awards made in 2020, these amounts reflect the aggregate grant date fair values of grants under the Omnibus SIP, determined in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. For the PRSUs granted in 2020 to Messrs. Male, Siegel, Sriubas, Punter and Sauer (representing $2,099,993, $899,971, $1,199,992, $689,971 and $449,985, 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 $2,519,991, $1,079,965, $1,439,990, $827,966 and $539,982, respectively. The assumptions upon which these amounts are based are set forth in Note 15 to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. In February 2021, the Committee determined the requisite threshold level of AFFO and Adjusted OIBDA performance was not attained, which resulted in final PRSUs eligible to vest at 0% of target PRSUs and forfeiture of all PRSUs granted in 2020. See “—Compensation Discussion and Analysis—Elements of 2020 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.”

(3)Amounts represent the annual bonus earned for 2020 under the Executive Bonus Plan, including the impact of the COVID-19 pandemic on the Company’s financial performance and final payouts. See “—Compensation Discussion and Analysis—Elements of 2020 NEO Compensation—Performance-Based Compensation—Executive Cash Bonus Plan.”

(4)The following table and footnotes describe each component of the “All Other Compensation” column for 2020:

2020 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    —      —      —      —      —      —

2020.


		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	2/20/2020	2/20/2020	—	—	—	—	—	—	45,706(5)	—	—	1,399,975
	2/20/2020	2/20/2020	—	—	—	41,136	68,560	82,272	—	—	—	2,099,993
	—	—	—	1,552,500	3,105,000	—	—	—	—	—	—	—
Matthew Siegel	2/20/2020	2/20/2020	—	—	—	—	—	—	19,588(5)	—	—	599,980
	2/20/2020	2/20/2020	—	—	—	17,629	29,382	35,258	—	—	—	899,971
	—	—	—	536,339	1,072,678	—	—	—	—	—	—	—
Andrew R.	2/20/2020	2/20/2020	—	—	—	—	—	—	26,118(5)	—	—	799,994
Sriubas	2/20/2020	2/20/2020	—	—	—	23,506	39,177	47,012	—	—	—	1,199,992
	—	—	—	552,500	1,105,000	—	—	—	—	—	—	—
Clive Punter	2/20/2020	2/20/2020	—	—	—	—	—	—	15,017(5)	—	—	459,971
	2/20/2020	2/20/2020	—	—	—	13,516	22,526	27,031	—	—	—	689,971
	—	—	—	525,702	1,051,404	—	—	—	—	—	—	—
Richard H. Sauer	2/20/2020	2/20/2020	—	—	—	—	—	—	9,794(5)	—	—	299,990
	2/20/2020	2/20/2020	—	—	—	8,815	14,691	17,629	—	—	—	449,985
	—	—	—	373,750	747,500	—	—	—	—	—	—	—

~~(1)~~

The “Committee Action Date” refers to the date on which the Committee approved the grant. See “—Compensation Discussion and Analysis—Elements of 2015 NEO Compensation—Performance-Based Compensation-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 2015 for each participating NEO. In order for bonuses to be funded under the Amended and Restated Executive Bonus Plan for 2015, we needed to achieve at least 80% of the weighted average achievement of a combination of the percentage of Adjusted OIBDA achieved against the 2015 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 funding goal”). If the minimum funding goal was achieved, awards under the Amended and Restated Executive Bonus Plan would fund at eight times each participating NEO’s base salary (the “Award Limitation”). 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, weighted

67% and (b) achievement of the qualitative rating 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, weighted 67% and (b) achievement of the qualitative rating 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% of the weighted average target Adjusted OIBDA and target AFFO for 2015, weighted 67% and (b) achievement of the qualitative rating at 200%, weighted 33%, subject to the Award Limitation. The actual bonus earned for 2015 was determined by the Committee in early 2016, as described above under “—Compensation Discussion and Analysis— Elements of 2015 NEO Compensation—Performance-Based Compensation-Executive Cash Bonus Plan,” and is set forth in the “Non-Equity Incentive Plan Compensation” column of the 2015 Summary Compensation Table for all NEOs.

~~(3)~~

Amounts shown in these columns represent the PRSU portion of the 2015 long-term incentive award granted to each participating NEO under the Amended and Restated Omnibus SIP. For 2015, no PRSUs were eligible to vest unless at least 80% of the weighted average target OIBDA (weighted 75%) and target AFFO (weighted 25%) metric was achieved (the “2015 Performance Goal”). 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 2015 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 2015 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 2015 Performance Goal. To the extent earned, the PRSUs generally vest in equal installments on each of 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.” The actual number of PRSUs earned and eligible to vest for 2015 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.”

~~(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.

~~(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)~~

Represents the TRSU portion of the 2015 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 2015 NEO Compensation—Performance-Based Compensation-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, 2017 and 2018, 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.”

(1)The “Committee Action Date” refers to the date on which the Committee approved the equity grant. See “—Compensation Discussion and Analysis—Elements of 2020 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.”

(2)Amounts shown in these columns represent the annual bonus opportunity under the Executive Bonus Plan for 2020 for each participating NEO. The actual bonus earned for 2020 was determined by the Committee in early 2021, as described above under “—Compensation Discussion and Analysis—Elements of 2020 NEO Compensation—Performance-Based Compensation—Executive Cash Bonus Plan,” and is set forth in the “Non-Equity Incentive Plan Compensation” column of the 2020 Summary Compensation Table for all NEOs. The amounts shown in the “Threshold” column represent the amount that the NEO could earn based on (a) achievement of the Minimum Funding Threshold, weighted 67%, and (b) achievement of the individual 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 2020, weighted 67% and (b) achievement of the individual 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 110% of the weighted average target Adjusted OIBDA and target AFFO for 2020, weighted 67% and (b) achievement of the individual performance component at 200%, weighted 33%.

(3)Amounts shown in these columns represent the PRSU portion of the 2020 long-term incentive award granted to each participating NEO under the Omnibus SIP. The actual number of PRSUs earned and eligible to vest for 2020 was determined by the Committee in early 2021, as described under “—Compensation Discussion and Analysis—Elements of 2020 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.” 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 achievement of the Minimum Funding Threshold. 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 weighted average target Adjusted OIBDA and target AFFO metric for 2020. 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 weighted average target Adjusted OIBDA and target AFFO metric for 2020. To the extent earned, the PRSUs generally vest in equal installments on each of February 20, 2021, 2021 and 2023, subject to the NEO’s continued service on each applicable vesting date and the terms of his employment agreement and/or equity awards. In February 2021, the Committee determined the requisite threshold level of AFFO and Adjusted OIBDA performance was not attained, which resulted in final PRSUs eligible to vest at 0% of target PRSUs and forfeiture of all PRSUs granted in 2020.

(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, Compensation—Stock Compensation.

(5)Represents the TRSU portion of the 2020 long-term equity incentive award granted to each participating NEO under the Omnibus SIP, described under “—Compensation Discussion and Analysis—Elements of 2020 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.” The TRSUs were granted under the Omnibus SIP and generally vest in equal installments on each of February 20, 2021, 2022 and 2023, subject to the NEO’s continued service on each applicable vesting date and the terms of his employment agreement and/or equity awards.

Description of Plan-Based Awards

Non-equity incentive awards and equity awards reported in the ~~2015~~2020 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 ~~2015~~2020 NEO ~~Compensation—~~Compensation—Performance-Based ~~Compensation-Executive~~Compensation—Executive Cash Bonus Plan” above for a description of the ~~2015~~2020 annual cash bonus award opportunities.

PRSU and TRSU Awards

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,~~20, 2020, 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;~~2020; any earned PRSUs generally vest in substantially equal installments on each of February ~~19, 2016, 2017~~20, 2021, 2022 and ~~2018.~~2023. The TRSUs generally vest in substantially equal installments on each of February ~~19, 2016, 2017~~20, 2021, 2022 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.

2023.

Employment Agreements

As described above, all of the NEOs entered into or had employment arrangements during ~~2015~~2020 that set forth the terms and conditions of their employment with us. ~~The material terms~~Due to the COVID-19 pandemic, any increases to NEO annual base salaries approved by the Committee were delayed until the third quarter 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.~~2020. For the vesting terms of long-term equity incentive awards granted to the NEOs during ~~2015,~~2020, see “—~~2015~~2020 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 ~~provides~~provided 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 ~~provides~~provided 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 ~~are~~compensation 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 1~~^stof $1.35 million, and an annual target bonus opportunity equal to 100% of his annual base salary (with a maximum bonus opportunity equal to 200% of his annual base salary), which compensation is subject to review and increase at the discretion of the ~~calendar year~~Committee. In 2019, the Committee, in its discretion, increased Mr. Male’s annual target bonus opportunity to ~~which the~~115% of his annual ~~bonus relates.~~

base salary.

Under the terms of ~~his~~the 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 ~~increased~~approved 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~~the Company’s initial public offering (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, Mr. Male is 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.~~

~~Donald R. Shassian~~

Effective November 25, 2013, we entered into an employment agreement with Mr. Shassian, which provides for his employment as our Executive Vice President, Chief Financial Officer through December 31, 2016. The agreement provides for an annual base salary of $650,000, and an annual target bonus opportunity equal to 75% of his annual salary, which are subject to review and increase at the discretion of the Committee.

Under the terms of his employment agreement, Mr. Shassian became eligible to receive annual grants of long-term incentive compensation as determination by the Committee based on a target value of $1.35 million commencing in 2014. In 2015, the Committee approved an increase of Mr. Shassian’s target long-term equity incentive compensation to $1.7 million based on a competitive market review. 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~~

Effective ~~October 6, 2014,~~May 24, 2018, we entered into an employment agreement with Mr. ~~Punter~~Siegel that provides for his employment as our Executive Vice President and Chief ~~Revenue~~Financial Officer from June 4, 2018 through ~~October 5,~~June 3, 2021, with automatic one-year extensions if the Agreement is not otherwise terminated by the Company or Mr. Siegel. The employment agreement provides for an annual base salary of $650,000, and an annual target bonus opportunity equal to 75% of his annual base salary, which compensation is subject to review and increase at the discretion of the Committee. In 2020, the Committee, in its discretion, increased Mr. Siegel’s annual target bonus opportunity to 85% of his annual base salary.

Under the terms of his employment agreement, Mr. Siegel is eligible to receive annual grants of long-term incentive compensation as determined by the Committee based on a target value of $1.2 million. In 2018, Mr. Siegel received a one-time grant of long-term equity incentive compensation in the form of RSUs with a value of $300,000 in connection with entering into the employment agreement. In 2020, the Committee approved an increase to Mr. Siegel’s target long-term equity incentive value of $1.5 million.

Mr. Siegel also is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives.

Mr. Siegel’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 July 28, 2014, we entered into an employment agreement with Mr. Sriubas that provided for his employment as our Executive Vice President, Strategic Planning & Development through July 27, 2017. The employment agreement ~~provides~~provided 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~~compensation 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 provides for an annual base 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 base 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 ~~his~~Mr. Sriubas’s previous employment agreement with the Company, Mr. ~~Punter~~Sriubas received ~~an equity award in the form~~annual 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. The~~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.

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 base salary, which compensation is subject to review and increase at the discretion of the Committee. In 2019, the Committee, in its discretion, increased Mr. Punter’s annual target bonus opportunity to 80% of his annual base salary. In 2020, the Committee, in its discretion, increased Mr. Punter’s annual base salary to $650,000 and his target bonus opportunity to 85% of his annual base salary.

Under the terms of Mr. Punter’s previous employment agreement with the Company, Mr. Punter received annual grants of long-term equity incentive ~~grants,~~compensation, as ~~approved~~determined by the Committee, ~~include~~based on a ~~provision that~~target value of $750,000. Under the ~~equity awards granted to~~terms of his new employment agreement, commencing in 2018, Mr. Punter ~~will continue~~is eligible to ~~vest beyond termination~~receive annual grants of ~~employment due~~long-term incentive equity compensation based on a target value of $825,000, which is subject to ~~voluntary resignation or termination without cause.~~

review and a performance increase by $175,000 at the discretion of the Committee. In 2019, the Committee approved an increase of Mr. Punter’s target long-term equity incentive value to $1,000,000. In 2020, the Committee approved an increase of Mr. Punter’s target long-term equity incentive value to $1,150,000.

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 with Mr.��Punter’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 for Mr. Punter’s housing costs to be continued from the one-year anniversary of his date of hire through December 31, 2015. The Company reimburses Mr. Punter for any taxes associated with such 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~~

Effective ~~July 28,~~February 17, 2014, we entered into an employment agreement with Mr. ~~Sriubas~~Sauer that ~~provides~~provided 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.~~

~~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 Secretary for a one-year term (through~~through 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 ~~provide~~provided for an annual base salary of $450,000 for the first year of the term ~~(and~~and $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 base salary, ~~in effect on November 1st of such year, and eligibility for grants of long-term~~which 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 are~~was subject to review and increase at the discretion of the Committee. ~~On December 1, 2014, we exercised our option to extend~~In 2016, the Committee approved an increase of Mr. Sauer’s ~~term~~annual base salary to $500,000 and Mr. Sauer’s annual target bonus opportunity to 60% of his annual base 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 base 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 in~~first year of the ~~changes to~~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 long-term equity incentive compensation ~~as described above.~~based on a 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. In ~~2015,~~2020, the Committee approved an increase of Mr. Sauer’s target long-term equity incentive ~~compensation~~value to ~~$600,000 based on a competitive market review.~~

$750,000.

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~~

2020 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 include~~2020, 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, and PRSUs and TRSUs that were granted in ~~2014~~2018, 2019 and ~~2015, and awards related to an anti-dilution adjustment occurring on December 31, 2014 in connection with the E&P Purge (as defined below).~~2020. 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,~~2020, the last trading day of 2020, 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    —      —

$19.56.


		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 (#)(3)	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	9/18/2021	—	—	—	—
	2/22/2018	—	—	—	—	55,189	1,079,497	—	—
	2/20/2019	—	—	—	—	115,524	2,259,649	—	—
	2/20/2020	—	—	—	—	45,706	894,009	41,136	804,620
Matthew Siegel	6/4/2018	—	—	—	—	5,015	98,093	—	—
	2/20/2019	—	—	—	—	39,608	774,732	—	—
	2/20/2020	—	—	—	—	19,588	383,141	17,629	344,827
Andrew R. Sriubas	2/22/2018	—	—	—	—	31,538	616,883	—	—
	2/20/2019	—	—	—	—	66,014	1,291,234	—	—
	2/20/2020	—	—	—	—	26,118	510,868	23,506	459,781
Clive Punter	2/22/2018	—	—	—	—	13,010	254,476	—	—
	2/20/2019	—	—	—	—	33,008	645,636	—	—
	2/20/2020	—	—	—	—	15,017	293,733	13,516	264,365
Richard H. Sauer	2/22/2018	—	—	—	—	9,462	185,077	—	—
	2/20/2019	—	—	—	—	19,805	387,386	—	—
	2/20/2020	—	—	—	—	9,794	191,571	8,815	172,414

~~(1)~~

~~Each option grant vests ratably on each of the first four anniversaries of the date of grant.~~

(1) This option grant is fully vested.

(2)Set forth below is a schedule of the vesting related to each grant date for the equity awards identified in this column in the above table. The number of units in this table includes both TRSUs and PRSUs (subject to time-based vesting after December 31, 2020) reflecting actual achievement of the applicable performance metrics for PRSUs for 2018 and 2019. The material terms governing such awards are described above under “—Compensation Discussion and Analysis—Elements of 2019 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. See “—Employment Agreements” and “—Potential Payments Upon Termination or Change in Control.”

~~(2)~~	Each grant of TRSUs granted from 2012 to 2015 generally vests ratably on each of the first four anniversaries of the grant date, 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) the March 28, 2014 equity grants and the February 19, 2015 equity grants vest
Grant Date		Stock Awards Vesting Schedule
2/22/2018		Vests annually in three ~~substantially~~ equal installments beginning on ~~each of March 28, 2015, 2016 and 2017 and~~ February ~~19, 2016, 2017 and~~ 22, 2019
6/4/2018 ~~respectively; (b) the April 9, 2014 equity grants vest~~		Vests annually in ~~four substantially~~three equal installments beginning on ~~March 28, 2015, 2016, 2017 and 2018; and (c) the TRSUs granted on March 31, 2014, August 1, 2014 and November 3, 2014 vest~~June 4, 2019
2/20/2019		Vests annually in ~~four substantially~~three equal installments beginning on ~~each of March 28, 2015, 2016, 2017 and 2018~~February 20, 2020
2/20/2020		Vests annually 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. 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 on March 31, 2014, August 1, 2014 and November 3, 2014, vest in four substantially~~three 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 vest in three substantially equal installments on each of February 19, 2016, 2017 and 2018 based 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 2015.20,2021

~~(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.~~

~~2015~~

2020 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

~~2015~~2020.

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 — — 145,745 4,458,363
Matthew Siegel — — 24,818 696,324
Andrew R. Sriubas — — 81,593 2,384,175
Clive Punter — — 37,712 1,153,848
Richard H. Sauer — — 25,921 793,162

2020 Pension Benefits

The Company does not provide any qualified or nonqualified defined benefit pension plan participation to its NEOs.

~~2015~~

2020 Nonqualified Deferred Compensation

Except as described below, none of our NEOs participated in a nonqualified deferred compensation arrangement in ~~2015.~~2020. The following table sets forth information concerning nonqualified deferred compensation with respect to the NEOs for the year ended December 31, ~~2015.~~

2020.


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	—	—	—	—	—	—
Matthew Siegel	Outfront Media Excess 401(k) Plan	117,825	25,296	64,602	—	384,625
Andrew R. Sriubas	Outfront Media Excess 401(k) Plan	193,943	29,311	87,095	—	517,024
Clive Punter	Outfront Media Excess 401(k) Plan	59,911	26,461	51,600	—	358,949
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~~