SECURITIES AND EXCHANGE COMMISSION
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SCHEDULE 14A
INFORMATIONProxy Statement Pursuant to Section
PROXY STATEMENT PURSUANT TO SECTION 14(a)
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405 Lexington Avenue, 17th Floor
You are cordially invited to attend the 20162022 Annual Meeting of Stockholders (the “Annual Meeting”) of OUTFRONT Media Inc., which will be held at 605 Third Avenue, New York, New York, 10158, on June 7, 2016,2022, at 10:00 a.m., Eastern Daylight Time. As we have done throughout the ongoing coronavirus (“COVID-19”) pandemic, and in order to provide expanded access, improved communication and cost savings for our stockholders, the Annual Meeting will again be a virtual meeting. You will be able to attend the Annual Meeting and vote and submit questions during the Annual Meeting via a live audio webcast by visiting
www.virtualshareholdermeeting.com/OUT2022 and by following the procedures set forth in the proxy materials.
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
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| Sincerely, |
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| JEREMY J. MALE |
| Chairman and Chief Executive Officer |
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OUTFRONT Media Inc.
405 Lexington Avenue, 17th Floor
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To OUTFRONT Media Inc. Stockholders:
Notice is hereby given that the 20162022 Annual Meeting of Stockholders (the “Annual Meeting”) of OUTFRONT Media Inc., a Maryland corporation (the “Company”), will be held at 605 Third Avenue, New York, New York, 10158, on June 7, 2016,2022, at 10:00 a.m., Eastern Daylight Time.Time, via a live audio webcast located at www.virtualshareholdermeeting.com/OUT2022. The Annual Meeting will be held forto consider and vote upon the following purposes: | 1. | To elect the Class II director nominee named in this proxy statement to serve until the 2019 Annual Meeting of Stockholders and until his 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 2016. |
| 3. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. |
| 4. | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
proposals:
1.To elect the director nominees named in this proxy statement, each to serve until the 2023 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 2022.
3.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
4.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, 20168, 2022 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
The proxy materials are first being made available to stockholders on or about April
21, 2016.22, 2022.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 7, 2016:2022: the Company’s proxy statement and 20152021 annual report to stockholders are available atwww.proxyvote.com.By Order of the Board of Directors,
RICHARD H. SAUER
Executive Vice President, General Counsel and
Secretary
April 21, 2016
TABLE OF CONTENTS
TABLE OF CONTENTS
OUTFRONT Media Inc.
405 Lexington Avenue, 17th Floor
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
20162022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 7,
2016,2022, 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, 2016,22, 2022, 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,
the Notice of Annual Meeting of Stockholders, an annual report to stockholders, including our Annual Report on Form 10-K for the year ended December 31,
2015,2021, and the proxy card or a voting instruction
cardform 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, 20168, 2022 (the “Record Date”) on or about April
21, 2016.22, 2022. 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 meetingAnnual 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 telephone number below if you hold registered shares. If you have multiple accounts in your name or share an address with other stockholders, you
canmay also request “householding” and authorize your broker to discontinue mailings of multiple copies of the Notice of Internet Availability of Proxy Materials, proxy statement or annual report
to stockholders, as applicable, by notifying your broker if your shares are held in a brokerage account, or the Company’s
Corporate Secretary at the address or telephone number below if you hold registered shares. Upon request, we will deliver promptly a copy of the Notice of Internet Availability of Proxy Materials, proxy statement or annual report
to stockholders, as applicable, to stockholders at a shared address to which a single copy of these documents was delivered. Stockholders can submit this request by contacting the Company’s
Corporate Secretary, at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174, (212) 297-6400.
What items of business will be voted on at the Annual Meeting?
There are 3 proposals scheduled to be
considered and voted on at the Annual Meeting:
•Proposal No. 1: The election of the Class II director nomineenominees named in this proxy statement, each to serve until the 20192023 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 2016.2022.
•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.
How does the board of directors recommend I vote on these proposals?
•“FOR” election of each of the Class II director nomineenominees 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 2016.2022.
•“FOR” approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, as disclosed in this proxy statement.
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 137,914,417164,009,700 shares of our common stock, par value $0.01 per share (“common stock”) and 125,000 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 62.5 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 7,812,500 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 171,822,200 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, youMeeting by webcast and may
notbe eligible to vote
yourtheir shares
in person at the Annual Meeting
unless youusing 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
canmay 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 for Class II director
nominees will be elected by
the affirmative vote of a
pluralitymajority of the votes cast
in person or represented by proxy at the Annual Meeting and entitledwith regard to
vote on the election of directors,each 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 by2022, requires the affirmative vote of a majority of
all the votes cast
in person or represented by proxy aton 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 byrequires the affirmative vote of a majority of
all the votes cast
in person or represented by proxy aton 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.
How are broker non-votesvotes 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.
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
2016,2022, is considered a routine matter. Your broker will therefore not have discretion to vote on Proposals Nos. 1 and 3, but will have discretion to vote on Proposal No. 2.
Pursuant to Maryland law, abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. For purposes of Proposals Nos. 1, 2 and 3, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote.
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 maywill be able to attend and vote and submit questions during the Annual Meeting and vote in personvia a live audio webcast by completing a ballot. Space for the Annual Meeting is limited. Therefore, admissionvisiting www.virtualshareholdermeeting.com/OUT2022, 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 beginJune 7, 2022 at 10:00 a.m., Eastern Daylight Time. Each stockholder shouldThe rules of conduct for the Annual Meeting will be preparedavailable on www.virtualshareholdermeeting.com/OUT2022 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 asyou 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 acontrol number, please contact your broker bank, trustee or other nominee or similar evidenceas soon as possible and no later than Tuesday, May 24, 2022, 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 fromrequire 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 atstart 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, 2016.2022. |
| • |
| | 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, 2016.2022. |
| • |
| | 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” theeach director nominee named in this proxy statement with respect to Proposal No. 1, and “FOR” Proposals Nos. 2 and 3 as recommended by the Board, and in accordance with the discretion of the holders of the proxy with respect to any other matter that may be voted on atproperly 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 againauthorizing 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
instructioninstructions 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.
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 orand 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 theirtheir reasonable expenses. We have also engaged GeorgesonMacKenzie 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. GeorgesonMacKenzie Partners, Inc. will, among other things, provide advice relating to the content of solicitationsolicitation 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 personvia webcast or otherwise, please contact our proxy solicitor, GeorgesonMacKenzie 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, pleasePlease contact our Investor Relations Department, at investor@outfrontmedia.com.investor@outfrontmedia.com, for other inquiries.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth information as of March 31,
20162022 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 | | 5864 | | Chairman and Chief Executive Officer |
Donald R. Shassian
Matthew Siegel | | 6059 | | Executive Vice President, Chief Financial Officer |
Clive Punter | | 4955 | | Executive Vice President, Chief Revenue Officer |
Richard H. Sauer | | 5864 | | Executive Vice President, General Counsel and Secretary |
Jodi Senese | | 5763 | | Executive Vice President, Chief Marketing Officer |
Andrew R. Sriubas | | 4753 | | Executive Vice President, Strategic Planning & DevelopmentChief Commercial Officer |
Nancy Tostanoski | | 5258 | | 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 FrontierCBS 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 acquisitionCo-Chief Financial Officer, Senior Vice President and divestitureTreasurer 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 OfficerAssistant 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 20082001 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 LinkedinLinkedIn 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 servingHe 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 sincefrom 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 boards of directors of Argus Capital Corp. and 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 prior2015. Prior to that she served as the Company’s Senior Vice President, Human Resources sincefrom 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.
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
seveneight 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
2015,2021, the Board held
sevensix meetings and also acted by unanimous written consent two times. Each incumbent director attended at least 75% of (1) the total number of meetings of the Board held during the period
for whichthat 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
2015.2021. In addition to Board and committee meetings, directors are invited and expected to attend the Annual Meeting.
Five of our sixAll directors then serving attended the
2015 annual meetingCompany’s 2021 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
2015,2021, the Company’s
non-management and independent directors met in executive session two 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,
20162022 regarding individuals who serve as members of the Board.
| | | | | | | | | | | | | | | | | |
Name | | | Age | | Position |
William Apfelbaum
Nicolas Brien | | 69 | 60 | | Director |
Nicolas Brien
Angela Courtin | | 54 | 48 | | Director |
Manuel A. Diaz | | 61 | 67 | | Director |
Michael J. Dominguez | | | 52 | | Director |
| Jeremy J. Male | | 58 | 64 | | Chairman and Chief Executive Officer |
Peter Mathes | | 63 | 69 | | Director |
Susan M. Tolson | | 54 | 60 | | Director |
Joseph H. Wender* | | 71 | 77 | | 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 2015Board. The specific experiences, qualifications and
will continue to serve onskills 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 tosuch person should serve as a member of the Board because with over 35 years of experiencedirector 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 Executive Officer of Amobee, Inc. since August 2021, and 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, sincefrom 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
ishas served as the chair of the Florida Democratic Party since January 2021. He also serves and has served on a number of private company and not-for-profit boards. Mr. Diaz served as a senior partner at the law firm Lydecker Diaz, LLP
and serves on a number of private company and not-for-profit boards.from 2010 to 2021. Prior to that, Mr. Diaz served as the Mayor of the City of Miami from 2001
to 2009, and as president of the United States Conference of Mayors from 2008 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 twenty20 years. Prior to that, Ms. Tolson spent two years with Aetna Investment Management Company. Ms. Tolson currently serves on the board of directors of Lagardere Groupe, Worldline E-Payment Services and Take-Two Interactive Software, Inc., as well as on the audit committees
of Worldline E-Payment Services and Take-Two Interactive Software, Inc.
andMs. Tolson also served on the
nominating and compensation committeesboard of
Worldline E-Payment Services.directors of Lagardere Groupe from May 2021 to June 2021. 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 aserved as an Advisory Director and Senior Consultant to Goldman Sachs & Co.
LLC since January 2008. He began with Goldman Sachs & Co.
LLC 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 finance, compensation and nominating, governance and review committees of Ionis Pharmaceuticals, Inc.
andMr. 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
termsAnnual Meeting, at the recommendation of the
Charter,Board, all members of the Board
is divided into three classes, Class I, Class IIwill stand for election and
Class III, with each class serving staggered three-year terms, and is divided as follows:the Class I directors are Messrs. Diaz and Mathes and Ms. Tolson, and their term will expire at the 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 expirationif elected, all of the term of a class of directors the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election2023 Annual Meeting of Stockholders and until his or her successor istheir respective successors are duly elected and qualifies, in accordance withqualify.
For information regarding the
Bylaws. Any additional directorships resulting from an increase inapplicable voting standards for the
numberelection of directors
will be distributed amongand the
three classes so that, as nearly as possible, each class will consist of one-third ofCompany’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 thatin light of the Company would be best served if Mr. Apfelbaum acted as a management consultantcharacteristics of independence, diversity, skills, experience, availability of service to the Company, where his over 35 yearstenure of experienceincumbent 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, particularlyCompany’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 andCompany’s Corporate Governance Guidelines, in evaluating the suitability of individual Board members, the Nominating and Governance Committee have agreedtakes 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, gay, bisexual, 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 notMessrs. Brien, Diaz, Dominguez, Male, Mathes and Wender and Mses. Courtin and Tolson be nominated as a directorto stand for re-electionelection 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 votedwithout such nominee being included in the Company’s proxy statement, must send a written notice to reducethe 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 2023 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 sevencommittees each conduct a self-evaluation annually. Our processes enable directors to six directors, effectiveprovide 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 commencementBoard 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 2021, the self-evaluation process was conducted by the Corporate Secretary, at the direction of the Chair of the Nominating and Gov
ernance 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.
In accordance with
the NYSE rules and the Company’s Corporate Governance Guidelines, the
Company’s Board
of Directors will makemakes 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.
TheIn its assessment, the Board
will observereviews (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 considerregulations 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,
andincluding, but not limited to, the frequency
of any services provided to or
regularity ofby 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
eachbetween a director or director nominee
may have withand the Company. In addition, the Board
will consultannually 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
pertinentthe NYSE listing
standards of the NYSE.standards.
In assessing the independence of Mr.
Diaz,Brien, the Board considered
services that Lydecker Diaz LLP, a Florida law firmthe purchase of
which Mr. Diaz is a partner, provided to Van Wagner Communications, LLC, an entity whichout-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 directlypayments made to the Company
beforewere made without influence by, or
afterremuneration to, Mr. Brien, and any such payments did not exceed the
acquisition.relevant percentage of his former employer’s consolidated gross revenues set forth in the NYSE listing standards.
In assessing the independence of Ms. Courtin, the 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. Dominguez, the Board considered Mr. Dominguez’s employment as Managing Director at Providence Equity Partners LLC, whose affiliates previously beneficially owned 275,000 shares of Series A Preferred Stock. Affiliates of Providence Equity Partners LLC currently beneficially own 17,388,024 shares of our common stock.
In February 2022, 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
sixseven 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 hasand the Board have determined that it is in the best interestinterests of the Company for the positionsposition 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 ourto effectively execute the Company’s business plans.strategies. Mr. Male has extensive knowledge of all aspects of the Company, itsCompany’s business, industry, customers and risks its industry and its customers. Heas 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 allowsby 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- managementnon-management and independent directors
along withallows the
Board’s strong committee system and all directors being independent except for Mr. Male, allow itBoard 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 workworks 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 Officersenior 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 copydirectors on a variety of
the Company’s Corporate Governance Guidelines is available in the Investor Relations section of our website atwww.outfrontmedia.com.matters.
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 governanceESG 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, theThe 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 strategicon 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 controlsaudit 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 accessCompany 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 maintainand/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 periodicallyreviews succession planning
at least annually for the Chairman and Chief Executive Officer and
others,other executive officers, and
reportreports to the independent directors on
the results of these reviews.
The Company
also believes that its
boardBoard leadership structure, discussed in detail above, supports the risk oversight function of the
Board. WhileBoard 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 inCompany’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- evaluationsself-evaluations of the Board. The Board, with assistance from its Nominating and Governance Committee, regularly assesses the Company’s governance practices in light of legal requirements and governance best practices.
The Company’s Corporate Governance Guidelines, the charters of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, and other information are available in the Investor Relations section of ourthe Company’s 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 ourthe Company’s 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. As part of its annual review, the Board again considered modifying the Bylaws to allow our stockholders to implement binding amendments to the Bylaws. After careful consideration and previous stockholder engagement on the matter, 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 2021, 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 2022. Some of our ESG accomplishments to date include:
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| | | | |
| Environmental | | Social | | Governance |
| ● | Conversion of 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 major office locations to high efficiency LED light fixtures; | | | | ● | Regular executive sessions of the independent directors; |
| | | ● | Average tenure on the Board is 6.8 years; |
| ● | Recycling or repurposing of all of the polyvinyl chloride (“PVC”) advertising displays on our free-standing billboards, and a portion of our defective electronic devices and digital screens; | | | |
| | | | ● | 38% of directors are gender or ethnically diverse; |
| | ● | Implementing a corporate social responsibility program; | | ● | LGBTQ+ diversity on the Board (1 out of 8); |
| ● | Continuing to convert our static advertising displays to digital advertising displays in an effort to reduce the use of physical advertising material such as PVC, and the fuel emissions needed for our operations team to transport materials to and from display sites to switch advertisements; and | | ● | Creating a supplier diversity program to increase the Company’s engagement of certified diverse suppliers of goods and services; | | ● | Diversity of ages of directors (48 to 77 years old); |
| | | ● | Three fully independent standing committees, one of which is female-led; |
| | ● | Providing free advertising space for public service announcements, and helping to create socially conscious advertising campaigns with advertising partners; | | |
| | | ● | Annual Board and committee self-evaluations; |
| | | | |
| ● | Analyzed our vehicle fleet greenhouse gas emissions. | | | | ● | Stock ownership policy guidelines; |
| | ● | 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, Chief Information Security Officer and Chief Privacy Officer; | | ● | Anti-hedging policy; |
| | | | | ● | Code of conduct and ethics for employees, executives and directors; |
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| | | | ● | No poison pill; |
| | | | | ● | Compensation clawback policy; |
| | | | | ● | Stockholders are permitted to request the calling of special meetings of stockholders; |
| | | ● | Ensuring the health and safety of our field employees with strict training safety guidelines and programs that are regularly refreshed; and | | ● | Majority voting standard in uncontested director elections; |
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| | | | | ● | No supermajority voting provisions; |
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| | | | |
| Environmental | | Social | | Governance |
| | | ● | 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. | | ● | Annual elections of directors and committee appointments; |
| | | | | |
| | | | | ● | Director resignation policy in uncontested elections for failure to receive majority support; |
| | | | | | ● | Market standard proxy access; and |
| | | | | | ● | Audit Committee oversight of information security and cybersecurity matters. |
In addition, throughout the COVID-19 pandemic, we prioritized the health and safety of our employees by, among other things, (i) utilizing a secure remote workforce as needed 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, and (iii) communicating frequently with our employees and customers to address any concerns and updates to our policies.
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
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| | 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 the Company’s 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. |
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Committee
| | Members
During 2021, the Audit Committee held five meetings and also acted by unanimous written consent one time. |
Compensation Committee
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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 the Company’s 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. |
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| | 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 2021, 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 ondirector 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 untilconsidered various factors, including the endsix 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—Electioninterest 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 atwww.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 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;
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.
In accordance with its written charter, the Compensation Committee has the power to delegate its authority and duties to subcommittees or individuals as it deems appropriate and in accordance with applicable laws and regulations. The Board delegated to our Chief Executive Officer limited authority to grant long-term equity incentive awards pursuant to the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Amended and Restated Omnibus SIP”) to executives who are not senior executives, in connection with their hiring, promotion or contract renewal. The delegation also requires that our Chief Executive Officer report to the
Board periodically on his exercise of this delegated authority. In October 2015, the Compensation Committee delegated to a subcommittee of the Compensation Committee (the “Executive Compensation Subcommittee”), the limited authority to review and approve, on behalf of the Compensation Committee, the following: (1) total compensation paid to the Company’s executive officers, including cash-based and equity-based incentive compensation for the Company’s “covered employees,” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company’s officers and directors subject to Section 16 (“Section 16”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (2) the Company’s performance metrics and goals in connection with such cash-based and equity-based incentive compensation, including the written certification of the satisfaction of such metrics and goals; and (3) any other compensation provided to the Company’s “covered employees” and the Company’s officers and directors subject to Section 16 for purposes of compliance with Section 162(m) and Section 16. The delegation also requires that the Executive Compensation Subcommittee report to the Compensation Committee periodically on its exercise of this delegated authority. In the future, the Compensation Committee may withdraw its delegation to the Executive Compensation Sub-Committee.
In addition, the Compensation Committee is empowered to retain compensation consultants to assist the Compensation Committee in evaluating executive officer and employee compensation.
| | |
| | The Compensation Committee has the sole authority to retain and terminate such consultants and to review and approve such consultants’ fees and other retention terms. For 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.”
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| | 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. |
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| | During 2021, the Compensation Committee held four meetings. |
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 atwww.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 the Company’s 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; |
| | ● | conducting reviews and oversight of all transactions between the Company and related persons for potential conflicts of interest; 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. |
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| | During 2021, 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 atwww.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- managementnon-management directors’ contact information is also available in the Investor Relations section of ourthe Company’s 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 2021, 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
20152021 was an officer or employee of the Company, and, during fiscal year
2015,2021, 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
2015,2021 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.
2021.
The Nominating and Governance Committee
periodicallyannually 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 analysiscalendar 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;
A
•An additional $20,000 annual committee chair retainer for the chair of each committee, payable in equal quarterly installments quarterly in advance;
A
•An additional $10,000 committee member retainer fee for each committee thaton which an Outside Director serves, payable in equal quarterly installments quarterly in advance; and
A
•An additional $20,000 annual retainer for the Company’s Lead Independent Director, payable in equal quarterly installments quarterly in advance.
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 $120,000 based on the closing price of shares of our stock on the NYSE on the date of grant, which RSUs willgenerally vest one year from the date of grant, with dividend equivalents accruing on such RSUs in the amounts equal to the regular cash dividends paid on our common stock and with such accrued dividend equivalents shall convertconverting to shares of our common stock on the date of vesting; andor
•a proratedpro-rated RSU grant if he or she joins the Board following the date of the annual RSU grant, but during the calendar year of the grant.
Members of the Board are reimbursed for expenses incurred in attending Board, committee and stockholder meetings (including travel and lodging).
2015
2021 Director Compensation Table
The following table sets forth information concerning the compensation of the Outside Directors for
2015. | | | | | | | | | | | | | | | | |
Name | | Fees Earned or
Paid in Cash
($)(1) | | | Stock
($)(2) | | | All Other
Compensation
($) | | | Total
($) | |
William Apfelbaum | | | 43,600 | | | | 120,000 | | | | — | | | | 163,600 | |
Nicolas Brien | | | 75,000 | | | | 120,000 | | | | — | | | | 195,000 | |
Manuel A. Diaz | | | 76,000 | | | | 120,000 | | | | — | | | | 196,000 | |
Peter Mathes | | | 90,000 | | | | 120,000 | | | | — | | | | 210,000 | |
Susan M. Tolson | | | 90,000 | | | | 120,000 | | | | — | | | | 210,000 | |
Joseph H. Wender | | | 104,650 | | | | 120,000 | | | | — | | | | 224,650 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards
($)(2) | | All Other Compensation ($) | | Total
($) |
| Angela Courtin | | 85,000 | | 120,000 | | — | | 205,000 |
| | | | | | | | |
| Nicolas Brien | | 85,000 | | 120,000 | | — | | 205,000 |
| | | | | | | | |
| Manuel A. Diaz | | 85,000 | | 120,000 | | — | | 205,000 |
| | | | | | | | |
| Michael J. Dominguez | | 75,000 | | 120,000 | | — | | 195,000 |
| | | | | | | | |
| Peter Mathes | | 105,000 | | 120,000 | | — | | 225,000 |
| | | | | | | | |
| Susan M. Tolson | | 105,000 | | 120,000 | | — | | 225,000 |
| | | | | | | | |
| Joseph H. Wender | | 125,000 | | 120,000 | | — | | 245,000 |
| (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. | |
(1) Reflects cash amounts earned in 2021 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 (“FASB ASC Topic 718”), 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 2021, 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, 2021.
The following table shows the number of shares subject to outstanding RSUs held by each of the Outside Directors as of December 31,
2015.2021. Each Outside Director received an automatic grant of
4,4614,907 RSUs on June
9, 2015,8, 2021, and the grant date fair value for each grant was $120,000.
| | | | | | | | |
| Name | | Number of Shares Subject to Outstanding RSUs |
| Nicolas Brien | | 4,907 |
| | |
Director
Angela Courtin | | Number of Shares
Subject to Outstanding
RSUs4,907 |
William Apfelbaum
| | 4,461 |
Nicolas Brien
| | 4,461 |
Manuel A. Diaz | | 4,4614,907 |
Peter Mathes
| | 4,461 |
Michael J. Dominguez | | 4,907 |
| | |
| Peter Mathes | | 4,907 |
| | |
| Susan M. Tolson | | 4,4614,907 |
| | |
| Joseph H. Wender | | 4,4614,907 |
Stock Ownership Guidelines
The Company’s Corporate Governance Guidelines provide that non-employee directors are expected to own shares of
ourthe Company’s 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. Apfelbaum2021, 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 respectiveunvested RSUs or, in the case of Mr. Dominguez, Series A Preferred Stock owned by his employer as of December 31, 2021, 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.
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.and references to “PRSUs” and “TRSUs” in this section of this proxy statement refer to performance-based RSUs and time-based RSUs, respectively.
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 2021 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 help curb the spread, including shutdowns and slowdowns of, and restrictions on, businesses, public gatherings, social interactions and travel (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences) throughout the markets in which we do business have had, and may continue to have, a significant impact on the global economy and our business.
Throughout the COVID-19 pandemic, we have prioritized the health and safety of our employees and customers by (i) utilizing a secure remote workforce as needed 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, and (iii) communicating frequently with our employees and customers to address any concerns and updates to our policies. None of these actions have caused a significant disruption in our ability to manage the continuity of our business or our internal controls.
| | 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:
| | | | | | | | |
| Summary of Key 2021 Compensation Actions |
| ü | | Reviewed compensation peer group |
| ü | | Maintained pay-for-performance emphasis of compensation program |
| ü | | Continued to evaluate the mix of compensation to provide emphasis on long-term incentive equity grants |
| ü | | Paid cash bonuses equal to 184% of target |
| ü | | 2021 PRSUs were funded at 120% for surpassing maximum financial goals |
| ü | | Granted one-time equity grants with a majority in PRSUs tied to relative TSR (as defined below) to, among other things, incentivize our NEOs through a post-pandemic recovery |
| ü | | Retained ClearBridge as the Committee’s independent compensation consultant |
Our 2021 Named Executive Officers
Our NEOs for 2021 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 |
| | |
2021 Company Performance Highlights
Highlights of our
20152021 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) | | 2021 |
| | Revenues | | AFFO* | | Adjusted OIBDA** |
| | $1,463.9 | | $205.1 | | $340.3 |
| * | 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 ourequity-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:
| ü | Total reported revenues improved 12% year-over-year |
| ü | Organic revenues grew 4% year-over-year |
| ü | Adjusted OIBDA improved 6% year-over-year |
We would also like to highlight several significant milestones of 2015:
| ü | 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 |
| ü | We converted 125 static billboards displays to digital |
| ü | We launched our new advanced digital technology platform, ON Smart Media, and our location-based mobile marketing solution, the OUTFRONT Mobile Network |
| ü | We began leasing certain of our outdoor assets for wireless communication attachments |
| ü | We entered into an agreement to sell our outdoor advertising business in Latin America, which closed on April 1, 2016 |
| ü | 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, an impairment charge on 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, restructuring charges and an impairment charge. 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
38-4340-43 of our Annual Report on Form 10-K for the year ended December 31,
2015.2021.
Due to the impact of the COVID-19 pandemic, 2021 presented continuing operational and financial recovery challenges for the Company and its management. In spite of these challenges, the Company accomplished the following in 2021:
| | | | | | | | |
| ü | | We completed several “tuck in” acquisitions, increasing our footprint in key markets |
| | |
| ü | | We built or converted 188 new digital billboard displays in the U.S. and Canada |
| | |
| ü | | We renewed key contracts including our transit franchise agreement with The Massachusetts Bay Transportation Authority and won new transit franchise agreements, including the Miami Beach, Florida transit shelter contract |
| | |
| ü | | We reinstituted the payment of cash dividends on the Company’s common stock |
| | |
| 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 continued to make technology enhancements to improve our products and services |
| | |
| ü | | We successfully negotiated 13 labor union agreements expiring in 2021 |
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, theThe 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, is2021, 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 COVID-19 pandemic. | | | | | | | | | | | | | | |
| Elements of Our Philosophy | | Summary of Philosophy |
| Considerations for Setting Pay Opportunities | | ü | | Position/responsibilities |
| | | | |
| | Elements of Our Philosophyü | | Summary of Philosophy |
| | Considerations for Setting Pay Opportunities
| | ü Position/responsibilities
üContribution/criticality to the organization
|
| | | | |
| | ü | | Individual performance/potentialperformance and historical paypotential |
| | | | |
| | ü Internal equityü
| | Company performance |
| | | | |
| | ü | | External market |
| | | | |
| | ü | | Existing contractual obligations |
| | | | |
| Desired Market Positioning | | ü | | We do not explicitly target a givenspecific percentile of the market |
| | | | |
| | | | | | | | | | | | | | |
| Elements of Our Philosophy | | Summary of Philosophy |
| | ü | | We generally consider a reasonable range aroundusing the market median as a reference point with respect to each element of target total direct compensation (base salary, target annual incentives and grant-datetarget value of long-term incentive opportunities) |
| | | | |
| Market Sources for Compensation Reference | | ü | | 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 |
| | | | |
| | ü | | 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 | | ü | | The majority of executive compensation should be “at risk” and subject to financialperformance metrics (see charts below for more detail), which unifies management towards common Company performance goals |
In addition, the Committee was guided by the following principles with respect to 2015 compensation decisions:
| ü | Generally maintain constant levels of target cash compensation, using market data as a reference point to understand the general market |
| ü | Increase use of equity to encourage long-term focus on stockholder value |
| ü | Generally maintain current compensation structure with minimal modifications that reflect REIT and publicly-traded company status |
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
to Company
performance.performance, excluding the one-time equity grants to the NEOs in 2021. See “—Compensation Discussion and Analysis—Elements of
20152021 NEO Compensation” below for additional detail.
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’
2015annual 2021 target compensation that was
performance-based and at
risk.
* Average includesrisk (annual compensation excludes the following NEOs: Messrs. Shassian, Punter, Sriubas and Sauer.
Resulting Changesone-time equity grants 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.
NEOs in 2021, which are also at risk).
| | | | | | |
| | 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 thatdesigning a significant portion of executive pay is performance-based andto be at risk; 79% of the CEO’s 2015annual 2021 compensation is performance-based and, on average, 70%74% of the other NEOs’ annual compensation, is performance-basedat risk (annual compensation excludes the one-time equity grants to the NEOs in 2021, which are also at risk) |
| | |
| ü | | Require significant stock ownership per guidelines to ensure directors and executives have long-term stockholder alignment |
| | |
| ü | | Conduct an annual compensation program risk assessment |
| | |
| ü | | Mitigate undue risk in compensation programs through informed performance goal-setting that consideredconsiders multiple financial and non-financial inputs |
| | |
| ü | | Retain the services of an independent compensation consultant |
| | |
| ü | | Generally consider 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 haveexecutive officers in the event of a long-term stockholder orientationfinancial statement restatement |
| | |
What We Don’t Do×DON’T DO
|
| û | | Provide excessive perquisites ×
|
| | |
| û | | Offer a pension or supplemental executive retirement plan ×
|
| | |
| û | | Reprice underwater stock options without stockholder approval ×
|
| | |
| û | | Reward executives without a link to performance ×
|
| | |
| û | | Provide for excise tax gross-ups in our NEOs’ employment agreements |
| | |
2015
2021 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
20152021 Annual Meeting of Stockholders. At the
20152021 Annual Meeting of Stockholders, approximately
88%94% 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
2021 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,
which will occur in
2021,2027, or until the Board otherwise determines a different frequency for such non-binding advisory votes.
Evaluating
20152021 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
2015,2021, 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 reviewreviews and
approveapproves the compensation peer group annually. The compensation peer group was determined based on the following criteria:
| ü | | | | | | | | | | | | | |
| Operations and Scale | | We seek U.S.-based publicly-traded media companies as our primary data source. The selected peer companies are comparable to the Company’s revenue size (for example, generally companies with revenue of approximately $1 billion to $3.5 billion) with a secondary focus on market 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 in the media industryCriteria | | 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. |
| ü | Size Criteria: | |
| Peers of Peers | | Companies comparable towho are listed as a peer of the Company’s revenue size (for example, companies with revenue of $500 million to $3.5 billion), with a secondary focus on market capitalizationcurrent peers as disclosed in such peers’ proxy statement. |
Based
For 2021, the Committee reviewed and approved the compensation peer group in October 2020 and determined at that time that other than the removal of Tribune Media Company due to it being acquired by Nexstar Media Group, Inc., no changes should be made. This determination was made giving due consideration to the business uncertainty and market volatility resulting from the COVID-19 pandemic and the related impacts on
these selection criteria, the
comparisonrevenue and market capitalization of the Company and the peer group
comprisescompanies. Therefore, the Company’s compensation peer group for 2021 was comprised of the following
1512 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. | | | $ | 1,464 | | | | | $ | 3,981 | | |
| Sinclair Broadcast Group, Inc. | | | $ | 6,134 | | | | | $ | 2,033 | | |
| Nexstar Media Group, Inc. | | | $ | 4,648 | | | | | $ | 6,273 | | |
| IAC/InterActiveCorp | | | $ | 3,700 | | | | | $ | 12,199 | | |
| AMC Networks Inc. | | | $ | 3,078 | | | | | $ | 1,572 | | |
| Meredith Corporation | | | $ | 2,993 | | | | | $ | 2,609 | | |
| TEGNA Inc. | | | $ | 2,991 | | | | | $ | 4,264 | | |
| Gray Television, Inc. | | | $ | 2,413 | | | | | $ | 2,039 | | |
| The E. W. Scripps Company | | | $ | 2,284 | | | | | $ | 1,665 | | |
| Clear Channel Outdoor Holdings, Inc. | | | $ | 2,241 | | | | | $ | 1,596 | | |
| The New York Times Company | | | $ | 2,048 | | | | | $ | 8,054 | | |
| Lamar Advertising Company | | | $ | 1,791 | | | | | $ | 12,345 | | |
Audacy, Inc.(2) | | | $ | 1,219 | | | | | $ | 376 | | |
(1) As of January 3, 2022, except for Meredith Corporation which is as of the last date of publicly available information prior to the sale of its TV station segment to Gray Television, Inc., and its magazine division to IAC/InterActiveCorp on December 1, 2021. Dollars in millions.
(2) Formerly named Entercom Communications Corp.; rebranded to Audacy, Inc. on March 30, 2021.
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
executionexecutive compensation, it does use market data as an initial reference point to understand the general market. Analyzed data is scoped to the Company’s revenue size and aged to a common date to ensure comparability. In
2015,2021, the Committee reviewed data from the
Willis Towers Watson Executive General Industry Survey and the
Willis Towers Watson Executive Media Industry Survey. No one company in these surveys was
dispositiverelied upon with respect to
determining any of the Company’s compensation decisions. Because the Company is structured as a REIT, the Committee also considered pay practices among
the following specialty REITs of comparable
size to that of the Company based on revenue and market capitalization,
similar to the
Company as a supplemental reference point: Crown Castle International Corp.,size criteria used for the media peer group described above. No modifications were made to the REIT comparison group for 2021. The REIT comparison group for 2021 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
20152021 NEO Compensation
Consistent with
2014,2020, NEO compensation included the following compensation elements:
| ü | Performance-based compensation: |
| ¡ | | Executive cash bonus plan |
| ¡ | | Long-term equity incentive compensation |
| ü | Other compensation (personal benefits) |
üBase salary
üPerformance-based compensation:
◦Executive cash bonus plan
◦Long-term equity incentive compensation
üRetirement plans
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
2015.2021. 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
2015,2021, we were a party to employment agreements with all of our NEOs. For a description of the terms and provisions of these employment agreements, see “—Employment Agreements.”
We annually review the base salaries of our NEOs in light of performance factors (Company and individual) and market compensation practices. The Committee reviews compensation analysis and data provided by our compensation consultant, ClearBridge.
Messrs. Male, Shassian and Sauer entered into employment agreements with There were no changes to the Company in late 2013 and early 2014. Messrs. Sriubas and 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 were not increasedof our NEOs in 2015. As required by the renewal provisions of Mr. Sauer’s employment agreement, his base salary increased from $450,000 to $475,000 on March 15, 2015.
| | | | | | | | |
| | | Name | | 2014 Salary | | 2015 Salary | | Change |
| | | Jeremy J. Male | | $1,350,000 | | $1,350,000 | | 0% |
| | | Donald R. Shassian | | $650,000 | | $650,000 | | 0% |
| | | Clive Punter | | $550,000 | | $550,000 | | 0% |
| | | Andrew Sriubas | | $550,000 | | $550,000 | | 0% |
| | Richard H. Sauer | | $450,000 | | $475,000 | | 6% |
2021.
| | | | | | | | | | | | | | | | | | | | |
| Name | | 2020 Salary | | 2021 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 | | $650,000 | | $650,000 | | 0% |
| | | | | | |
| Richard H. Sauer | | $575,000 | | $575,000 | | 0% |
| | | | | | |
Performance-Based Compensation—Executive Cash Bonus Plan
Ultimately, the goal of the plan is to reward behaviors that create value for our stockholders. More specifically, the
OUTFRONT Media Inc. Amended and Restated Executive Bonus Plan
(the “Executive Bonus Plan”) is designed to motivate NEOs to:
| ü | Manage and control costs |
| ü | Achieve rigorous individual goals that are linked to our strategic plan |
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 approvedThe Company uses AFFO as the second metric (replacing free cash flow) because, like Adjusted OIBDA, management uses AFFO in managing the business and it is an important indicator of our operational strength and business performance. We believe the Adjusted OIBDA and AFFO metrics provide a more meaningful comparison of our Company’s operating performance to other companies in our industry as well as to REITs. | | Adjusted OIBDA and AFFO were selected and approved by the Committee as metrics for the Amended and Restated Executive Bonus Plan. TheseAs 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. |
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
20152021 using
analyst consensusbudgeted earnings estimates, which consider macroeconomic factors,
analyst estimates and
projected out-of-home advertising industry growth, as well as the Company’s financial and operational performance.
For purposes 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 2021 and the percentage of target AFFO achieved for calendar year 2021, 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 usescompares 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 overallpre-defined bonus pool, which occurs if the Company achieves pre-determined performance thresholds. The second step is forpayout scale approved by the Committee in early 2021, 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-chartflowchart below.
Goal-Setting Process
Determining the 2021 Payout
The chart below summarizes the Committee’s review of 2021 performance and the resulting Executive Bonus Plan payouts.
| | | | | | | | | | | | | | | | | | | | | | | |
| Financial Component Funding |
| Threshold Financial Performance Achieved | In 2021, the Minimum Funding Threshold goal was achieved. Actual Adjusted OIBDA for cash bonus plan purposes was $340.3 million and actual AFFO was $205.1 million, each of which were greater than 80% of the corresponding threshold amounts of $222.9 million and $102.8 million, respectively. |
| NEO Performance |
| In early 2022, Mr. Male reviewed and assessed the performance of each NEO relative to the Company’s performance objectives outlined below, and 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, and 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 2021 were as follows: |
| ü | Continue to execute on platform deployment of digital equipment in connection with the Company’s transit franchise agreement with the New York Metropolitan Transportation Authority (the “MTA”) |
| ü | Continue conversions of static billboard to digital displays, and deploy new digital displays in key media markets |
| ü | Enhance technology of our business, assets and products |
| ü | Continue to invest in our personnel, corporate culture, and ESG initiatives |
| ü | Renew 13 labor union agreements |
| ü | Successful navigation through work from home, return to office, and a hybrid work environment |
| 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 2021 for these goals, and (3) the resulting weighted average performance achievement for 2021 for financial performance. |
| 2021 Performance Goal | Weighting | Actual | Threshold | Target | Maximum | Achievement |
| Adjusted OIBDA* | 75% | $340.3 | $222.9 | $278.6 | $306.5 | 122.1% x 75% = 91.6% |
| AFFO* | 25% | $205.1 | $102.8 | $128.5 | $141.4 | 159.6% x 25% = 39.9% |
| 2021 Weighted Average Financial Achievement (67%) | | 131.5% of target = 200% of funding |
| 2021 Individual Performance Funding (33%) | | 150% |
| 2021 Final Funding | | 184% of target |
| | | | | | | |
| * Dollars in millions. |
| For 2021, the financial weighted average achievement of target Adjusted OIBDA and target AFFO was 131.5%, which resulted in 200% funding of the financial performance component of the bonus pool for our NEO’s. The Committee applied the weighted average achievement of both metrics against the pre-defined bonus payout scale approved by the Committee in early 2021, as described above. Since the financial weighted average achievement for 2021 was at 131.5%, the financial portion of the bonus payout was funded at 200%, which represents 67% of the total bonus funding pool. |
| After reviewing Mr. Male’s recommendations, the Committee determined that for the 33% individual performance component of each NEO’s annual bonus, the funding would be set at a funding level of 150% (which is below the maximum individual performance component funding level of 200% permitted under the Committee’s pre-defined payout range). The Committee believes that the NEOs equally collaborate on the Company’s performance objectives, and as their respective individual performances are tied to the Company’s financial performance, all NEOs received the same bonus funding of 184%. |
| | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 2021 Final Payouts |
| | | |
| NEO | As a % of Base Salary | ($) | As a % of Target Bonus Opportunity | ($) |
| Jeremy J. Male | 115% | 1,552,500 | | | 184% | 2,856,600 |
| Matthew Siegel | 85% | 552,500 | | 184% | 1,016,600 |
| Andrew R. Sriubas | 85% | 552,500 | | 184% | 1,016,600 |
| Clive Punter | 85% | 552,500 | | 184% | 1,016,600 |
| Richard H. Sauer | 65% | 373,750 | | | 184% | 687,700 |
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 annual 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
|
À
Measurement of Financial Performance
|
The Committee evaluates actual performance relative to Adjusted OIBDA and AFFO performance goals to determine payouts; and applies straight-line
interpolation for determining potential payouts for performance that falls
between threshold, target and maximum
|
À
Final Payout
|
The Committee exercises its negative discretion by considering the individual performance of the NEOs as well as major strategic initiatives that were achieved during the year
|
Determining the 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
Achievedü
| | In 2015, Adjusted OIBDA achievement for cash bonus plan purposes was $442.8 million, which was $66.8 million above the threshold requirement of $376.0 million
|
| | | | |
| | Financial Performance
|
| | As noted previously, 67% of the NEOs’ annual cash bonus is based on the achievement of Adjusted OIBDA and AFFO. The table below depicts the (1) threshold, target and maximum performance requirements, (2) actual performance achievement for 2015 and (3) the resulting weighted average performance achievement for 2015.
|
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | | | 2015 Performance
Goal | | Weighting | | Actual | | Threshold | | Target | | Maximum | | Achievement | | |
| | | | Adjusted OIBDA* | | 75% | | $442.8 | | $376.0 | | $470.0 | | $517.0 | | 94.2% x 75% = 71% | | |
| | | | AFFO* | | 25% | | $272.0 | | $217.6 | | $272.0 | | $299.2 | | 100% x 25% = 25% | | |
| | | | 2015 Weighted Average Financial Achievement | | | | | | | | | | | | 96% of target | | |
| | | | 2015 Final Funding | | | | | | | | | | | | 89% of target | | |
| | | | | | | | | | | | | | | | | | |
|
* Dollars in millions. For purposes of calculating Adjusted OIBDA and AFFO actual, threshold, target and maximum performance amounts, the Adjusted OIBDA and AFFO metrics, which are defined and described in the section entitled “—Compensation Discussion and Analysis—Executive Summary—2015 Company Performance Highlights,” were further adjusted to exclude the impact of foreign currency exchange rates, which was approximately $5.0 million for 2015.
The financial weighted average achievement of Adjusted OIBDA and AFFO is 96%, which resulted in funding a bonus pool of 89%. This bonus outcome reflects the interpolated result from applying the weighted average achievement of both metrics against our pre-defined bonus payout scales.
|
| | |
| | Actual Individual Performance Results
|
| | Mr. Male reviewed and assessed the performance of each other NEO relative to the Company performance objectives outlined below, which were established earlier in the calendar year. Mr. Male then discussed his assessment of each NEO’s performance with the Committee. The Committee also formally assessed Mr. Male’s performance against his pre-established individual objectives as part of this process. The Committee then met in executive session to consider Mr. Male’s recommendations and to make final payout determinations.
|
| | The Company performance objectives in 2015 were as follows:
|
| | ü Strategic acquisitions
ü The successful execution of the divestiture of our outdoor advertising business in Latin America
ü Static billboard to digital conversions
ü Technology enhancements of our business, assets and products
ü Certain personnel priorities, including the integration related to our acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC, the reorganization of our salesforce, and the re-alignment of sales regions
After reviewing Mr. Male’s recommendations, the Committee determined that, for the 33% portion of each NEO’s annual bonus that is based on individual performance, the funding would be set at the same funding level as the financial performance component of 89%.
|
| | |
| | 2015 Final Payouts
|
| | The actual performance bonus paid to each NEO under the Amended and Restated Executive Bonus Plan
for 2015 are as follows:
|
| | | | | | | | | | | | | | |
| | | | | |
| | | | | | | Target Bonus Opportunity | | Actual Bonus Earned | | |
| | | | | NEO | | As a % of Base
Salary | | ($) | | As % of Target
Bonus
Opportunity | | ($) | | |
| | | | Jeremy J. Male* | | 100% | | $1,349,999 | | 89% | | $1,201,500 | | |
| | | | Donald R. Shassian | | 75% | | $487,500 | | 89% | | $433,875 | | |
| | | | Clive Punter | | 75% | | $412,500 | | 89% | | $367,125 | | |
| | | | Andrew Sriubas | | 75% | | $412,500 | | 89% | | $367,125 | | |
| | | | Richard H. Sauer | | 50% | | $237,500 | | 89% | | $211,375 | | |
* In 2015, the Committee, in its discretion, increased Mr. Male’s annual target bonus opportunity from 85% to 100% of his annual salary in effect on November 1st of the calendar year to which the annual bonus relates. See “—Compensation Discussion and Analysis—Employment Agreements.” |
Performance-Based Compensation—Long-Term Equity Incentive Compensation
The Company provides long-term equity incentive compensation to the NEOs that is intended to:
| ü | | Balance (1) stockholder alignment, (2) line-of-sight to critical financial metrics and (3) long-term retention |
| ü | | Reflect typical market practice of our peer group and similarly-sized general industry companies |
| ü | | Align with our stated pay-for-performance compensation philosophy |
The Company’s long-term equity incentive compensation is comprised of two separate components:
| | | | | | | | |
| | | | |
| | Type of Long-
Term Equity
Incentive
Compensation
| | Weighting | | Overview | | Rationale |
| | | | |
| | PRSUs | | 60% | | ü Must be earned Earned based on one-year Adjusted OIBDA and AFFO performance weighted 75% and 25%, respectively | | ü Based on financial metrics that are (1) directly linked to stock price growth, (2) market-competitive, and (3) well understood by management |
| | | | | ü Any earned RSUsPRSUs are also subject to additional ratable vesting over a three-year period following the year of grant 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, 2021, 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 2021 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-establishedsimilar 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 earnedscale 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
20152021 total grant value:
| ü | Recommendations from the Chief Executive Officer (excluding for his own role) based on the Company performance objectives described above |
| ü | Extraordinary work relating to the Separation (as defined below), our REIT conversion and our acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC |
| ü | Market data and consultation provided by ClearBridge |
| ü | Existing contractual obligations through employment agreements |
| ü | Potential levels of dilution |
| ü | Internal equity amongst the NEO group |
| ü | The desire to shift to place more emphasis on long-term incentives from a pay mix perspective |
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
20152021 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 2021 | Number of Units Granted in 2021 |
| NEO | Grant Value | Target PRSUs | TRSUs |
| Jeremy J. Male | $3,500,000 | 97,765 | 65,176 |
| Matthew Siegel | $1,750,000* | 48,882 | 32,588 |
| Andrew R. Sriubas | $2,000,000 | 55,865 | 37,243 |
| Clive Punter | $1,150,000 | 32,122 | 21,415 |
| Richard H. Sauer | $750,000 | 20,949 | 13,966 |
*In 2021, the Committee, in its discretion, increased Mr. Siegel’s annual long-term incentive target opportunity from $1,500,000 to $1,750,000 following a review of peer data and other factors, effective as of the February 20, 2021 grant date. See “--Employment Agreements.”
In February 2016,2022, the Committee determined the requisite thresholdmaximum level of AFFO and Adjusted OIBDA performance was attained (as described above for the Amended and Restated Executive Bonus Plan for 2015)2021) and, accordingly, the number of PRSUs actually earned based on ourthe Company’s performance relative to the performance goals established by the Committee for the 20152021 calendar year. The number of shares earned upon vesting of the PRSUs is determined in accordance with the performance and payout schedule described in the table above.
For 2015,2021, we achieved 96%131.5% 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%120% of target PRSUs. This outcome reflects the interpolated result from applying the weighted average achievement of both metrics against our pre-defined equity payout scales. The table below sets forth the number of PRSUs earned in 20152021 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 2021 | Actual Number of PRSUs
Earned Based on 2021
Performance |
| Jeremy J. Male | 97,765 | 117,319 |
| Matthew Siegel | 48,882 | 58,659 |
| Andrew R. Sriubas | 55,865 | 67,040 |
| Clive Punter | 32,122 | 38,548 |
| Richard H. Sauer | 20,949 | 25,140 |
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 became 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. 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
theany PRSUs actually earned
PRSUs generally vest in
substantially equal installments
on eachover a three-year vesting period from the date of
February 19, 2016, 2017, and 2018grant 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,
Additionally, in February 2021, the Board also granted TRSUs pursuantCommittee, 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 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 targetedstandard annual long-term equity incentive compensation for Company performance. For 2015,award grants. The grant values of the Board decidedone-time equity awards were equal to award a number100% of TRSUs to all participants in the programeach NEO’s current base salary, and comprised of 60% PRSUs and 40% TRSUs. The PRSU performance metric is based on the employee’s annual base pay (capped at $500,000) or benefit base pay,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 from January 1, 2021 to December 31, 2022, with the number of PRSUs eligible to vest ranging from 0% to 200% of target based on February 19, 2015 (the datea percentile ranking of grant), multiplied by 2.5% and then divided by our common stock price of $29.83the Company’s relative TSR. Subject to the performance condition, these one-time equity grants will cliff vest in full on the datesecond anniversary of grant.Pursuantthe award grant date. Except with respect to the Fund-the-Future program,performance condition and the Board grantedtime-vesting period, the following NEO’s TRSUs:
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. TSR is to be calculated based on the 20-day trading average at the beginning and end of the performance period referenced above, with dividends assumed to be reinvested. The performance and payout schedule approved by the Committee for the one-time PRSU grants in early 2021 is set forth below. If the performance achievement results in a relative ranking between the 25th and 90th percentile, the grant payout is determined by linear interpolation. The Committee may exercise discretion to adjust any of the grants of PRSUs, subject to any limitations set forth in the Omnibus SIP.
| | | | | |
Level of Performance
(Relative TSR Percentile Rank) | | Level of Payout
(Relative to Target Amount of One-Time
PRSU Grants) |
Below 25th Percentile | | NEO
| | Number of
TRSUs
0% |
25th Percentile | | Jeremy J. Male
| | 41950% |
50th Percentile | | Donald R. Shassian
| | 419100% |
75th Percentile | | Clive Punter
| | 419150% |
90th Percentile and Above | | Andrew Sriubas
| | 419 |
| | Richard H. Sauer
| | 377200% |
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
2015,2021, we provided participating NEOs with matching contributions in the 401(k) Plan and the Excess 401(k) Plan as we believe this benefit is reasonable and market-competitive.
Information regarding the participation by our NEOs in the Excess 401(k) Plan is set forth in the
20152021 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
formallyhave adopted stock ownership guidelines for
our executive
officers in October 2015.officers. Ownership in the Company is evidence of the confidence our executives have in the Company’s long-term performance.
| ü | Chief Executive Officer: 5x base salary |
| ü | Chief Financial Officer: 3x base salary |
| ü | Other executive officers: 2x base salary |
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:
| ü | Shares of stock owned individually or jointly, or in trusts owned by the executive |
| ü | PRSUs once performance level and number of PRSUs earned have been determined |
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 had2021, all of the NEOs have met their respective ownership guidelines. The other NEOs are expected
Clawback Policy
In 2017, the Board voluntarily adopted a recoupment or “clawback” policy. In the event the Company is required to
meetprepare an accounting restatement due to the
stock ownership guidelinesCompany’s material noncompliance with any financial reporting requirement under the securities laws to correct a material error, and the Board determines that an officer (as defined under SEC Rule 16a-1(f)) has willfully committed an act of fraud or dishonesty in
2016.the performance of his or her duties that contributed to the material noncompliance that resulted in the Company’s obligation to prepare the accounting restatement, then the Board will direct the Company to recoup from the culpable officer all excess incentive compensation received during the reporting period or periods impacted by the accounting restatement.
Compensation Deductibility Policy
Section 162(m)
(“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 Officerour “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 that satisfies the Code’s requirements(as well as any other person who was a covered employee for
“performance-based compensation” is not subject to this deduction limitation.any taxable year beginning after December 31, 2016). Our Committee considers deductibility as just one factor in determining the form and terms of compensation we provide. In certain circumstances, the Committee
has granted, and may
decidecontinue to grant, compensation that
willdoes not qualify
as “performance-based” for
purposes ofdeductibility under Section 162(m), including when, in the Committee’s judgment, certain compensation is needed to achieve the Committee’s overall compensation objectives.
We reserve the right to award compensation that does not qualify as “performance-based” for purposes of Section 162(m), including under the Amended and Restated Executive Bonus Plan and the Amended and Restated Omnibus SIP. Moreover, even if the Committee intends to grant compensation that qualifies as “performance-based” for purposes of Section 162(m), we cannot guarantee that such compensation will so qualify or ultimately will be deductible.
Compensation Risk Assessment
In
2015,2021, as part of the Company’s enterprise risk management process, our
Executive Vice President and Chief Financial Officer,
Executive Vice President, Chief Human Resources Officer,
Executive Vice President, General Counsel,
and Secretary, Vice President, Internal Audit,
Senior Vice President, Controller,
Vice President, Assistant General CounselCorporate Secretary and
the SeniorSr. 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
20152021 and agreed with management’s conclusion.
COMPENSATION COMMITTEE REPORT
The following Compensation Committee Report does not constitute “soliciting material” and shall not be deemed “filed” or incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”)
, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent OUTFRONT Media Inc., a Maryland corporation (the “Company”), specifically requests that the information be treated as soliciting material or specifically incorporates such information by reference into a document filed under the Securities Act or the Exchange Act.
The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis (“CD&A”) included in the Company’s proxy statement for the
20162022 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,
2015,2021, which was filed with the Securities and Exchange Commission on February
29, 2016.24, 2022.
Members of the Compensation Committee
Peter Mathes, Chair
William ApfelbaumAngela Courtin
2021 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, 20142021, 2020 and
2013,2019, as applicable.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal
Position (a)(1) | | Year
(b) | | | Salary
($)(c)(2) | | | Bonus
($)(d) | | | Stock
Awards
($)(e)(3) | | | Option
Awards
($)(f) | | | Non-Equity
Incentive Plan
Compensation
($)(g)(2)(4) | | | Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)(h) | | | All Other
Compensation
($)(i)(5) | | | Total
($)(j) | |
| Jeremy J. Male | | | 2015 | | | | 1,349,999 | | | | — | | | | 3,766,246 | | | | — | | | | 1,201,500 | | | | — | | | | 428,044 | | | | 6,745,789 | |
Chairman and | | | 2014 | | | | 1,349,999 | | | | — | | | | 3,968,238 | | | | — | | | | 1,377,000 | | | | — | | | | 683,985 | | | | 7,379,222 | |
Chief Executive Officer | | | 2013 | | | | 389,423 | | | | 1,279,000 | | | | 2,199,910 | | | | 799,997 | | | | — | | | | — | | | | 4,077 | | | | 4,672,407 | |
| Donald R. Shassian | | | 2015 | | | | 650,000 | | | | — | | | | 2,014,480 | | | | — | | | | 433,875 | | | | — | | | | 6,382 | | | | 3,104,737 | |
Executive Vice | | | 2014 | | | | 650,000 | | | | — | | | | 2,496,215 | | | | — | | | | 585,000 | | | | — | | | | 102,909 | | | | 3,834,124 | |
President, Chief Financial Officer | | | 2013 | | | | 67,500 | | | | — | | | | 499,974 | | | | — | | | | — | | | | — | | | | 168 | | | | 567,642 | |
Clive Punter Executive Vice President, Chief Revenue Officer | | | 2015 | | | | 550,000 | | | | — | | | | 763,230 | | | | — | | | | 367,125 | | | | — | | | | 180,467 | | | | 1,860,823 | |
| Andrew R. Sriubas | | | 2015 | | | | 550,000 | | | | — | | | | 763,230 | | | | — | | | | 367,125 | | | | — | | | | 9,555 | | | | 1,689,911 | |
Executive Vice President, Strategic Planning & Development | | | 2014 | | | | 232,692 | | | | 177,432 | | | | 749,958 | | | | — | | | | — | | | | — | | | | 25,323 | | | | 1,185,405 | |
| Richard H. Sauer | | | 2015 | | | | 470,673 | | | | — | | | | 581,804 | | | | — | | | | 211,375 | | | | — | | | | 9,754 | | | | 1,273,606 | |
Executive Vice | | | 2014 | | | | 442,710 | | | | — | | | | 310,953 | | | | — | | | | 270,000 | | | | — | | | | 29,225 | | | | 1,052,888 | |
President, General Counsel and Secretary | | | 2013 | | | | 397,375 | | | | — | | | | 109,868 | | | | — | | | | 197,926 | | | | — | | | | 9,538 | | | | 714,707 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position(a) | | Year (b) | | Salary ($)(c)(1) | | Bonus ($)(d) | | Stock Awards ($)(e)(2) | | Option Awards ($)(f) | | Non-Equity Incentive Plan Compensation ($)(g)(1)(3) | | Change in Pension Value and Non-qualified Deferred Compens-ation Earnings ($)(h) | | All Other Compensation ($)(i)(4) | | Total
($)(j) |
| Jeremy J. Male | | 2021 | | 1,349,999 | | | — | | | 5,116,173 | | | — | | | 2,856,600 | | | — | | | 1,260 | | 9,324,031* |
| Chairman and Chief | | 2020 | | 1,170,865 | | | — | | | 3,499,968 | | | — | | | 869,400 | | | — | | | 1,260 | | | 5,541,493 | |
| Executive Officer | | 2019 | | 1,349,999 | | | — | | | 3,500,000 | | | — | | | 2,142,450 | | | — | | | 1,260 | | | 6,993,709 | |
| Matthew Siegel | | 2021 | | 650,000 | | | — | | | 2,528,142 | | | — | | | 1,016,600 | | | — | | | 33,206 | | | 4,227,948* |
| Executive Vice President, | | 2020 | | 630,500 | | | — | | | 1,499,951 | | | — | | | 300,350 | | | — | | | 30,490 | | | 2,461,291 | |
| Chief Financial Officer | | 2019 | | 650,000 | | | — | | | 1,199,988 | | | — | | | 672,750 | | | — | | | 39,269 | | | 2,562,007 | |
| Andrew R. Sriubas | | 2021 | | 650,000 | | | — | | | 2,778,126 | | | — | | | 1,016,600 | | | — | | | 33,523 | | | 4,478,249* |
| Executive Vice President, | | 2020 | | 630,500 | | | — | | | 1,999,986 | | | — | | | 309,400 | | | — | | | 33,630 | | | 2,973,516 | |
| Chief Commercial Officer | | 2019 | | 650,000 | | | — | | | 1,999,972 | | | — | | | 762,450 | | | — | | | 45,744 | | | 3,458,166 | |
| Clive Punter | | 2021 | | 650,000 | | | — | | | 1,928,141 | | | — | | | 1,016,600 | | | — | | | 4,281 | | | 3,599,022* |
| Executive Vice President, | | 2020 | | 609,131 | | | — | | | 1,149,942 | | | — | | | 294,393 | | | — | | | 30,580 | | | 2,084,046 | |
| Chief Revenue Officer | | 2019 | | 620,000 | | | — | | | 999,975 | | | — | | | 684,480 | | | — | | | 41,360 | | | 2,345,815 | |
| Richard H. Sauer | | 2021 | | 575,000 | | | — | | | 1,438,342 | | | — | | | 687,700 | | | — | | | 3,821 | | | 2,704,863* |
| Executive Vice President, | | 2020 | | 557,750 | | | — | | | 749,976 | | | — | | | 209,300 | | | — | | | 3,821 | | | 1,520,847 | |
| General Counsel | | 2019 | | 575,000 | | | — | | | 599,972 | | | — | | | 515,775 | | | — | | | 10,525 | | | 1,701,272 | |
(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 2021 include the target grant date value of TRSUs and PRSUs granted in 2021, as required by the SEC rules, including certain one-time equity awards comprised of TRSUs and PRSUs granted to the NEOs in February 2021. See “—Compensation Discussion and Analysis—Elements of 2021 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.” Excluding the effect of the one-time equity award grants to the NEOs in 2021, the total amounts for 2021 for Messrs. Male, Siegel, Sriubas, Punter and Sauer would have been $7,707,831, $3,449,782, $3,700,083, $2,820,856 and $2,016,496, 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 2021 include amounts deferred under qualified and nonqualified arrangements.
(2)For stock awards made in 2021, these amounts reflect the aggregate grant date fair values of grants under the Omnibus SIP, determined in accordance with FASB ASC Topic 718. For the total annual PRSUs granted in 2021 to Messrs. Male, Siegel, Sriubas, Punter and Sauer (representing $2,099,992, $1,049,985, $1,199,980, $689,981 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 $2,520,012, $1,260,004, $1,440,019, $828,020 and $540,003, respectively. For the total one-time PRSUs granted in 2021 to Messrs. Male, Siegel, Sriubas, Punter and Sauer (representing $1,076,215, $518,172, $518,172, $518,172 and $458,381, 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 $2,152,430, $1,036,344, $1,036,344, $1,036,344 and $916,762, respectively. The assumptions upon which these amounts are based are set forth in Note 15 to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. In February 2022, the Committee determined the maximum level of AFFO and Adjusted OIBDA performance for the 2021 annual PRSUs was attained, which resulted in final 2021 annual PRSUs eligible to vest at 120% of target. See “—Compensation Discussion and Analysis—Elements of 2021 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.”
(3)Amounts represent the annual bonus earned for 2021 under the Executive Bonus Plan. See “—Compensation Discussion and Analysis—Elements of 2021 NEO Compensation—Performance-Based Compensation—Executive Cash Bonus Plan.”
(4)The following table and footnotes describe each component of the “All Other Compensation” column for 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Named Executive Officer | | Company Contribution to 401(k) Plan ($) | | Company Contribution to 401(k) Excess Plan/Deferred Compensation Arrangement ($) | | Company-Paid Life Insurance ($) | | | Total
($) |
| Jeremy J. Male | | — | | — | | 1,260 | | | 1,260 |
| Matthew Siegel | | 3,500 | | 28,887 | | 819 | | | 33,206 |
| Andrew R. Sriubas | | 3,500 | | 29,204 | | 819 | | | 33,523 |
| Clive Punter | | 3,500 | | — | | 781 | | | 4,281 |
| Richard H. Sauer | | 3,096 | | — | | 725 | | | 3,821 |
2021 Grants of Plan-Based Awards
The following table sets forth information concerning grants of non-equity and equity incentive awards to the NEOs under the
Company’s Amended and Restated Executive Bonus Plan and the
Amended and Restated Omnibus SIP for the year ended December 31,
2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Grant
Date | | | Committee
Action
Date(1) | | | Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(2) | | | Estimated Possible
Payouts Under Equity
Incentive Plan Awards(3) | | | All Other
Stock
Awards:
Number
of Shares
of Stock
or
Units (#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | | Exercise or
Base Price
of Option
Awards
($/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 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 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 ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(3) |
| Name | | Grant Date | | | Threshold ($)(2) | | Target ($)(2) | | Maximum ($)(2) | | Threshold
($) | | Target
($) | | Maximum
($) | | | | |
| Jeremy J. Male | | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 65,176(4) | | — | | | — | | | 1,399,980 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | 58,659(5) | | 97,765(5) | | 117,319(5) | | — | | | — | | | — | | | 2,099,992 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 25,139(6) | | — | | | — | | | 539,986 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | 18,855(7) | | 37,709(7) | | 75,418(7) | | — | | | — | | | — | | | 1,076,215 | |
| | — | | — | | — | | | 1,552,500 | | | 3,105,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Matthew Siegel | | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 32,588(4) | | — | | | — | | | 699,990 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | 29,329(5) | | 48,882(5) | | 58,659(5) | | — | | | — | | | — | | | 1,049,985 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 12,104(6) | | — | | | — | | | 259,994 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | 9,078(7) | | 18,156(7) | | 36,312(7) | | — | | | — | | | — | | | 518,172 | |
| | — | | — | | — | | | 552,500 | | | 1,105,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Andrew R. | | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 37,243(4) | | — | | | — | | | 799,980 | |
| Sriubas | | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | 33,519(5) | | 55,865(5) | | 67,040(5) | | — | | | — | | | — | | | 1,199,980 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 12,104(6) | | — | | | — | | | 259,994 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | 9,078(7) | | 18,156(7) | | 36,312(7) | | — | | | — | | | — | | | 518,172 | |
| | — | | — | | — | | | 552,500 | | | 1,105,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Clive Punter | | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 21,415(4) | | — | | | — | | | 459,994 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | 19,273(5) | | 32,122(5) | | 38,548(5) | | — | | | — | | | — | | | 689,981 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 12,104(6) | | — | | | — | | | 259,994 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | 9,078(7) | | 18,156(7) | | 36,312(7) | | — | | | — | | | — | | | 518,172 | |
| | — | | — | | — | | | 552,500 | | | 1,105,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Richard H. Sauer | | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 13,966(4) | | — | | | — | | | 299,990 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | 12,569(5) | | 20,949(5) | | 25,140(5) | | — | | | — | | | — | | | 449,985 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 10,707(6) | | — | | | — | | | 229,986 | |
| | 2/20/2021 | | 2/20/2021 | | — | | | — | | | — | | | 8,031(7) | | 16,061(7) | | 32,122(7) | | — | | | — | | | — | | | 458,381 | |
| | — | | — | | — | | | 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 2021 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 2021 for each participating NEO. The actual bonus earned for 2021 was determined by the Committee in early 2022, as described above under “—Compensation Discussion and Analysis—Elements of 2021 NEO Compensation—Performance-Based Compensation—Executive Cash Bonus Plan,” and is set forth in the “Non-Equity Incentive Plan Compensation” column of the 2021 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 2021, 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 2021, weighted 67% and (b) achievement of the individual performance component at 200%, weighted 33%.
(3)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.
(4)Represents the TRSU portion of the 2021 annual long-term equity incentive award granted to each participating NEO under the Omnibus SIP, described under “—Compensation Discussion and Analysis—Elements of 2021 NEO Compensation—Performance-Based Compensation—Long Term Equity Incentive Compensation.” The 2021 annual TRSUs were granted under the Omnibus SIP and generally vest in equal installments on each of February 20, 2022, 2023 and 2024, subject to the NEO’s continued service on each applicable vesting date and the terms of his employment agreement and/or equity awards.
(5)Amounts shown in these columns represent the PRSU portion of the 2021 annual long-term equity incentive awards granted to each participating NEO under the Omnibus SIP. The actual number of annual PRSUs earned and eligible to vest for 2021 was determined by the Committee in early 2022, as described under “—Compensation Discussion and Analysis—Elements of 2021 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 2021. 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 2021. To the extent earned, the PRSUs generally vest in equal installments on each of February 20, 2022, 2023 and 2024, 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 2022, the Committee determined the maximum level of AFFO and Adjusted OIBDA performance was attained for the 2021 annual PRSUs, which resulted in final 2021 annual PRSUs eligible to vest at 120% of target PRSUs.
(6)Represents the TRSU portion of the 2021 one-time long-term equity incentive awards granted to each participating NEO under the Omnibus SIP, described under “—Compensation Discussion and Analysis—Elements of 2021 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.” The 2021 one-time TRSUs were granted under the Omnibus SIP and vest in full on February 20, 2023, subject to the NEO’s continued service on the vesting date and the terms of his employment agreement and/or equity award.
(7)Amounts shown in these columns represent the PRSU portion of the 2021 one-time long-term equity incentive awards granted to each participating NEO under the Omnibus SIP. The amounts shown in the “Threshold” column represent the number of one-time PRSUs (in other words, 50% of the target award) that would become eligible to vest based on achieving a 25% TSR ranking 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. The amounts shown in the “Target” column represent the number of one-time PRSUs (in other words 100% of the target award) that would become eligible to vest based on achieving a 50th percentile TSR ranking 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. The amounts shown in the “Maximum” column represent the number of one-time PRSUs (in other words, 200% of the target award) that would become eligible to vest at achievement equal to or greater than a ranking of the 90th percentile 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. To the extent earned, the 2021 one-time PRSUs vest in full on February 20, 2023, subject to the NEO’s continued service on the 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
20152021 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 20152021 NEO Compensation—Compensation—Performance-Based Compensation-ExecutiveCompensation—Executive Cash Bonus Plan” above for a description of the 20152021 annual cash bonus award opportunities.
The number of
annual 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, 2021, the date of grant. As described above, the number of
annual PRSUs actually earned by an NEO is determined based on the achievement of the applicable performance goal for
2015;2021; any earned
annual PRSUs generally vest in substantially equal installments on each of February
19, 2016, 201720, 2022, 2023 and
2018.2024. The
annual TRSUs generally vest in substantially equal installments on each of February
19, 2016, 201720, 2022, 2023 and
2018.Fund-the-Future Program Grants
2024.
The number of
one-time PRSUs and TRSUs awarded
under the Fund-the-Future program during 2015 equaled the quotient derivedto each NEO in February 2021 was determined by dividing
(1) 2.5% of an individual’s eligible compensation (benefits base rate of pay in effect on the
grant date, limitedtarget value to
a maximum of $500,000)be delivered to each NEO by
(2) the closing price of a share of our common stock on the NYSE on February
19, 2015. The TRSUs generally20, 2021, the date of grant. As described above, the number of one-time PRSUs actually earned by an NEO is determined based on the achievement of the applicable performance goal for the two year period ending December 31, 2022; any earned one-time PRSUs vest in
substantially equal installmentsfull on
each of February
19, 2016, 2017 and 2018.20, 2023. The one-time TRSUs vest in full on February 20, 2023.
As described above, all of the NEOs
entered into or had employment arrangements during
20152021 that set forth the terms and conditions of their employment with us.
The material terms of each of these agreements are necessary to an understanding of the information provided in the 2015 Summary Compensation Table and the 2015 Grants of Plan-Based Awards table. For the vesting terms of long-term equity incentive awards granted to the NEOs during
2015,2021, see “—
20152021 Grants of Plan-Based Awards.” For a description of the payments and benefits that would be provided to the NEOs in connection with a termination of their employment, see “—Potential Payments upon Termination or Change in Control.”
Effective September 18, 2013, we entered into an employment agreement with Mr. Male
(the “2013 employment agreement”) that
providesprovided for his employment as our Chief Executive Officer through September 17, 2016. In 2015, we exercised our option to extend Mr. Male’s term for a one-year period ending September
16,17, 2017, pursuant to the terms of his employment agreement. The
2013 employment agreement
providesprovided for an annual base salary of $1.35 million, and an annual target bonus opportunity equal to 85% of his annual salary
as in effect on November 1st of the calendar year to which the annual bonus relates (with a maximum bonus opportunity equal to 200% of his annual salary), which
arecompensation was subject to review and increase at the discretion of the Committee. In 2015, the Committee, in its discretion, increased Mr. Male’s annual target bonus opportunity to 100% of his annual
salary. Effective September 18, 2017, we entered into a new employment agreement with Mr. Male that provides for his continued employment as our Chief Executive Officer through September 17, 2020, with automatic one-year extensions if the employment agreement is not otherwise terminated by the Company or Mr. Male (the “2017 employment agreement”). The 2017 employment agreement provides for an annual base salary
in effect on November 1stof $1.35 million, and an annual target bonus opportunity equal to 100% of his annual 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 yearCommittee. In 2019, the Committee, in its discretion, increased Mr. Male’s annual target bonus opportunity to
which the115% of his annual
bonus relates.base salary.
Under the terms of
histhe 2013 employment agreement, Mr. Male became eligible to receive annual grants of long-term
equity incentive compensation, as determined by the Committee, based on a target value of $2
million, commencing in 2014.million. In 2015, the Committee
increasedapproved an increase of Mr. Male’s target long-term equity incentive value to $3 million based on a competitive market review. In
2016, the Committee re-approved Mr. Male’s target long-term equity incentive value of $3 million. In connection with
ourthe 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
Matthew Siegel
Effective October 6, 2014,May 24, 2018, we entered into an employment agreement with Mr. PunterSiegel that provides for his employment as our Executive Vice President and Chief RevenueFinancial 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. In 2021, the Committee approved an increase to Mr. Siegel’s target long-term equity incentive value of $1.75 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.
Andrew R. Sriubas
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
providesprovided for an annual base salary of $550,000, and an annual target bonus opportunity equal to 75% of his annual base salary,
as in effect on November 1st of the year to which
the annual bonus relates, which arecompensation was subject to review and increase at the discretion of the Committee.
Effective July 28, 2017, we entered into a new employment agreement with Mr. Sriubas that provides for his service as the Company’s Chief Commercial Officer through July 27, 2020 with automatic one-year extensions 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 hisMr. Sriubas’s previous employment agreement with the Company, Mr. PunterSriubas received an equity award in the formannual grants of 60% PRSUs and 40% TRSUs with a grant date value of $750,000 on November 3, 2014. Mr. Punter is eligible to receive annual long-term incentive equity compensation as determined by the Committee, based on a target value of $750,000,$750,000. Under the terms of his new employment agreement, commencing in 2015. The2018, Mr. Sriubas is eligible to receive, annual grants of long-term equity compensation based on a target value of $2,000,000, as well as an additional equity award if the Company renewed its contract with the MTA in an amount and on the terms and conditions to be determined by the Board and the Chief Executive Officer in their sole discretion. In connection with the Company renewing its contract with the MTA, Mr. Sriubas received a one-time TRSU award in the amount of $650,000 in November 2017.
Mr. Sriubas is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives.
Mr. Sriubas’s employment agreement also contains restrictive covenants imposing non-competition and non-disparagement obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.
Clive Punter
Effective as of October 6, 2014, we entered into an employment agreement with Mr. Punter that provided for his employment as our Executive Vice President, Chief Revenue Officer through October 5, 2017. The employment agreement provided for an annual base salary of $550,000 and an annual target bonus opportunity equal to 75% of his annual salary which compensation was subject to review and increase at the discretion of the Committee. Effective as of October 6, 2017, we entered into a new employment agreement with Mr. Punter that provides for his continued employment as our Executive Vice President, Chief Revenue Officer until his employment is terminated by the Company or Mr. Punter. The employment agreement provides for an annual base salary of $620,000, and an annual target bonus opportunity equal to 75% of his annual 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
approveddetermined by the Committee,
includebased on a
provision thattarget value of $750,000. Under the
equity awards granted toterms of his new employment agreement, commencing in 2018, Mr. Punter
will continueis eligible to
vest beyond terminationreceive annual grants of
employment duelong-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
Richard H. Sauer
Effective
July 28,February 17, 2014, we entered into an employment agreement with Mr.
SriubasSauer that
providesprovided for his employment as our Executive Vice President,
Strategic Planning & Development through July 27, 2017. The agreement provides for an annual base salary of $550,000, and an annual target bonus opportunity equal to 75% of his annual base salary as in effect on November 1st of the year to which the annual bonus relates, which are subject to review and increase at the discretion of the Committee.Under the terms of his employment agreement, Mr. Sriubas received an equity award in the form of 60% PRSUs and 40% TRSUs with a grant date value of $750,000 on August 1, 2014. Mr. Sriubas is eligible to receive annual long-term incentive compensation, as determined by the Committee, based on a target value of $750,000, commencing in 2015.
Mr. Sriubas is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives.
Mr. Sriubas’s employment agreement also contains restrictive covenants imposing non-competition and non-disparagement obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.
Richard H. Sauer
We entered into an employment agreement with Mr. Sauer effective February 17, 2014, which superseded his 2006 employment letter with us. Pursuant to Mr. Sauer’s employment agreement, Mr. Sauer continued to provide services as our Executive Vice President, General Counsel and Secretary for a one-year term (throughthrough February 28, 2015),25, 2015, with an option byfor us to extend the agreement for an additional two-year period.period, which we exercised. The terms of Mr. Sauer’s employment agreement provideprovided for an annual base salary of $450,000 for the first year of the term (andand $475,000 for each of the second and third years of the term, if we exercise our option to extend the term),and an annual target bonus opportunity equal to 50% of his annual base salary, in effect on November 1st of such year, and eligibility for grants of long-termwhich compensation based on a target value of $275,000 for 2014 (and $350,000 during each of 2015 and 2016, if we exercise our option to extend the term), which arewas subject to review and increase at the discretion of the Committee. On December 1, 2014, we exercised our option to extendIn 2016, the Committee approved an increase of Mr. Sauer’s termannual base salary to $500,000 and Mr. Sauer’s annual target bonus opportunity to 60% of his annual 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 infirst year of the
changes toterm, 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
compensationvalue 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
2021 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 stock option grants2021,including PRSUs and RSUsTRSUs that were granted by CBS Corporation (“CBS”) prior to the IPOin 2019, 2020 and the Separation (as defined below) and that were converted into options and RSUs with respect to our common stock in connection with the IPO and the Separation, PRSUs and TRSUs granted in 2014 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).2021. 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, 2015,2021, the last trading day of 2021, 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 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Option Awards | | Stock Awards |
| Name | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price
($) | | Option Expiration Date | | Number of Shares or Units That Have Not Vested (#)(1) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($) |
| Jeremy J. Male | | 2/20/2019 | | — | | | — | | | — | | | — | | | 57,762 | | | 1,549,177 | | | — | | | — | |
| | 2/20/2020 | | — | | | — | | | — | | | — | | | 30,471 | | | 817,232 | | | — | | | — | |
| | 2/20/2021 | | — | | | — | | | — | | | — | | | 182,495 | | | 4,894,516 | | | — | | | — | |
| | 2/20/2021 | | — | | | — | | | — | | | — | | | 25,139 | | | 674,228 | | | 37,709 | | | 1,011,355 | |
| Matthew Siegel | | 2/20/2019 | | — | | | — | | | — | | | — | | | 19,804 | | | 531,143 | | | — | | | — | |
| | 2/20/2020 | | — | | | — | | | — | | | — | | | 13,059 | | | 350,242 | | | — | | | — | |
| | 2/20/2021 | | — | | | — | | | — | | | — | | | 91,247 | | | 2,447,245 | | | — | | | — | |
| | 2/20/2021 | | — | | | — | | | — | | | — | | | 12,104 | | | 324,629 | | | 18,156 | | | 486,944 | |
| Andrew R. Sriubas | | 2/20/2019 | | — | | | — | | | — | | | — | | | 33,007 | | | 885,248 | | | — | | | — | |
| | 2/20/2020 | | — | | | — | | | — | | | — | | | 17,412 | | | 466,990 | | | — | | | — | |
| | 2/20/2021 | | — | | | — | | | — | | | — | | | 104,283 | | | 2,796,870 | | | — | | | — | |
| | 2/20/2021 | | — | | | — | | | — | | | — | | | 12,104 | | | 324,629 | | | 18,156 | | | 486,944 | |
| Clive Punter | | 2/20/2019 | | — | | | — | | | — | | | — | | | 16,505 | | | 442,664 | | | — | | | — | |
| | 2/20/2020 | | — | | | — | | | — | | — | | | 10,012 | | | 268,522 | | | — | | | — | |
| | 2/20/2021 | | — | | | — | | | — | | — | | | 59,963 | | | 1,608,208 | | | — | | | — | |
| | 2/20/2021 | | — | | | — | | | — | | | — | | | 12,104 | | | 324,629 | | | 18,156 | | | 486,944 | |
| Richard H. Sauer | | 2/20/2019 | | — | | | — | | | — | | | — | | | 9,903 | | | 265,598 | | | — | | | — | |
| | 2/20/2020 | | — | | | — | | | — | | | — | | | 6,530 | | | 175,135 | | | — | | | — | |
| | 2/20/2021 | | — | | | — | | | — | | | — | | | 39,106 | | | 1,048,823 | | | — | | | — | |
| | 2/20/2021 | | — | | | — | | | — | | | — | | | 10,707 | | | 287,162 | | | 16,061 | | | 430,756 | |
(1) | Each option grant vests ratably on each of the first four anniversaries of the date of grant. | | | | | | | | | | | | | |
| | | | |
(1) 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 annual and one-time TRSUs, and annual PRSUs (subject to time-based vesting after December 31, 2021) reflecting actual achievement of the applicable performance metrics for annual PRSUs granted in 2019, 2020 and 2021. The material terms governing such awards are described above under “—Compensation Discussion and Analysis—Elements of 2021 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 |
| 2/20/2019 | Vests annually in three substantially equal installments beginning on each of March 28, 2015, 2016 and 2017 and February 19, 2016, 2017 and 2018, respectively; (b) the April 9, 2014 equity grants vest20, 2020 |
| 2/20/2020 | Vests annually in four substantiallythree 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 vestFebruary 20, 2021 |
| 2/20/2021 | Vests annually in four substantiallythree equal installments on each of March 28, 2015, 2016, 2017 and 2018 in the case of Messrs. Male, Shassian and Sauer; August 1, 2015, 2016, 2017 and 2018, in the case of Mr. Sriubas; and 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 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 vest20, 2022 |
| 2/20/2021 | Vests in three substantially equal installmentsfull 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, 2023 |
(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
(2) The number of units in this column represents the number of one-time PRSUs granted in 2021 that would be eligible to vest for the respective NEO based on achieving the target level of performance with respect to the one-time PRSU grants. The material terms governing such awards are described above under “—Compensation Discussion and Analysis—Elements of 2021 NEO Compensation—Performance-Based Compensation Long-Term Equity Incentive Compensation.” To the extent earned, the one-time PRSUs granted in 2021 vest in full on February 20, 2023, subject to the NEO’s continued service on the 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.”
2021 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 ($) | |
Jeremy J. Male | | | — | | | | — | | | | 51,020 | | | | 1,437,988 | |
Donald R. Shassian | | | — | | | | — | | | | 28,241 | | | | 812,280 | |
Clive Punter | | | — | | | | — | | | | 6,521 | | | | 155,852 | |
Andrew Sriubas | | | — | | | | — | | | | 5,785 | | | | 145,377 | |
Richard H. Sauer | | | — | | | | — | | | | 9,686 | | | | 289,925 | |
20152021.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| Name | | Number of Shares Acquired on Exercise (#) | | Value
Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | | Value
Realized on Vesting ($) |
| Jeremy J. Male | | — | | — | | 128,186 | | 2,806,417 |
| Matthew Siegel | | — | | — | | 31,348 | | 682,332 |
| Andrew R. Sriubas | | — | | — | | 73,251 | | 1,603,708 |
| Clive Punter | | — | | — | | 34,518 | | 753,936 |
| Richard H. Sauer | | — | | — | | 22,628 | | 495,133 |
The Company does not provide any qualified or nonqualified defined benefit pension plan participation to its NEOs.
2015
2021 Nonqualified Deferred Compensation
Except as described below, none of our NEOs participated in a nonqualified deferred compensation arrangement in
2015.2021. The following table sets forth information concerning nonqualified deferred compensation with respect to the NEOs for the year ended December 31,
2015.2021. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Plan Name | | Executive Contributions in Last FY ($)(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 | | 41,268 | | 28,887 | | 34,660 | | — | | 489,440 |
| Andrew R. Sriubas | | Outfront Media Excess 401(k) Plan | | 125,160 | | 29,204 | | 77,145 | | — | | 748,533 |
| Clive Punter | | Outfront Media Excess 401(k) Plan | | — | — | — | — | 41,354 | | — | | 400,303 |
| Richard H. Sauer | | — | | — | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | | | | | | | |
Name
| | Plan Name | | Executive
Contributions
in Last FY ($) | | | Company
Contributions
in Last FY
($) | | | Aggregate
Earnings
in Last
FY ($) | | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance
at Last
FYE ($) | |
Jeremy J. Male
| | Outfront Media Excess
401(k) Plan | | | — | | | | — | | | | — | | | | — | | | | — | |
| | CBS RSU Award (1) | | | | | | | | | | | | | | | | | | | 414,791 | |
Donald R. Shassian
| | Outfront Media Excess
401(k) Plan | | | — | | | | — | | | | — | | | | — | | | | — | |
Clive Punter
| | Outfront Media Excess
401(k) Plan | | | — | | | | — | | | | — | | | | — | | | | — | |
Andrew R. Sriubas
| | Outfront Media Excess
401(k) Plan | | | — | | | | — | | | | — | | | | — | | | | — | |
Richard H. Sauer
| | Outfront Media Excess
401(k) Plan | | | — | | | | — | | | | — | | | | — | | | | — | |
(1) | Represents the value (based on the December 31, 2015 closing price of CBS Class B Common Stock of $47.13) of the remaining half of the 17,602 CBS RSUs that were granted to Mr. Male on September 18, 2013 in connection with the execution of his employment agreement. These RSUs were fully vested upon the grant date, but were subject to deferred settlement in two equal installments on each of the first and second anniversaries of the grant date. |
(1)The amount reported is included in the “Salary” column of the 2021 Summary Compensation Table.
(2)The amount reported is included in the “All Other Compensation” column of the 2021 Summary Compensation Table.
(3)The Outfront Media Excess 401(k) Plan does not offer above market earnings. As a result, these earnings are not included in the 2021 Summary Compensation Table.
(4) The aggregate balance for the Outfront Media Excess 401(k) Plan includes the following amounts previously reported as compensation in the 2021 Summary Compensation Table: $294,557 with respect to Mr. Siegel, $411,300 with respect to Mr. Sriubas and $161,121 with respect to Mr. Punter.
Description of Nonqualified Deferred Compensation
Set forth below is information with respect to
eachthe plan under which
deferralsdeferral of compensation
areis reflected in the table above.
Outfront Media Excess 401(k) Plan
The Outfront Media Excess 401(k) Plan (the “Excess 401(k) Plan”) is an unfunded nonqualified deferred compensation plan intended to provide benefits to employees who are eligible to participate in the Company’s 401(k) Plan and whose annual
base salaryeligible compensation exceeds the federal annual limit. A participant can defer between 1% and 15% of his or her eligible compensation through payroll deductions on a pre-tax basis. Eligible compensation generally includes base pay or salary, including pre-tax contributions to the Company’s 401(k) Plan and the Company’s group health and welfare plans, flexible spending accounts and contributions to the commuter reimbursement account plan, plus overtime,
bonus, commissions, hazard pay and shift differential pay. For
2015,2021, the Company matched Excess 401(k) Plan contributions based on the rate of matching contributions under the Company’s 401(k) Plan (70% of the first 5% of eligible compensation deferred on a pre-tax basis). Company matching contributions are fully vested after five years of service. Matching contributions made by the Company to the Company’s 401(k) Plan and the Excess 401(k) Plan are made with respect to a portion of a participant’s eligible annual compensation up to $750,000.
Deferred amounts are reflected in phantom notional accounts and are credited with earnings and/or losses as if the deferred amounts were actually invested in accordance with the participant’s investment elections in the Excess 401(k) Plan. Company matching contributions are also reflected in phantom notional accounts, which are credited in the same manner. The Company’s 401(k) Plan offers
2022 investment options in which amounts in the Excess 401(k) Plan balances may be notionally invested, and participants generally may change or reallocate investment directions on any business day on which the NYSE is open. The vested portion of a participant’s Excess 401(k) Plan account is distributed in cash after termination of employment in accordance with the participant’s distribution election, either in a lump sum payment or in installment payments.
CBS RSU Award
On September 18, 2013, Mr. Male was granted a fully vested RSU award in respect of 17,602 shares of CBS Class B common stock. This award was not converted into an RSU in respect of our common stock in connection with the IPO. One-half of the RSU award was settled in shares of CBS Class B common stock on September 18, 2014 and the remaining portion of the RSU award was settled in shares of CBS Class B common stock on September 18, 2015.
Potential Payments upon Termination or Change in Control
During 2015,2021, the NEOs had employment arrangements providing for separation payments upon certain types of termination of employment. The table below sets forth estimated potential payments that would have been made to the applicable NEO if his employment had terminated as of December 31, 2015,2021, except for benefits that are provided pursuant to plans or arrangements that do not discriminate in favor of executive officers and are available generally to all salaried employees, such as amounts accrued under the Company’s 401(k) Plan and the Excess 401(k) Plan, disability benefits and accrued vacation pay. In addition, in 2015, the Committee approved and adopted an Executive Change in Control Severance Plan (the “CIC Plan”), effective January 1, 2016, for the benefit of the Company’s executive officers, including NEOs.
Payments made to an NEO would be made subject to any applicable requirements of Section 409A of the Code. Receipt of the payments and benefits shown below upon a termination without “Cause” or for “Good Reason”, each as defined below, or termination following a
Change“Change in
ControlControl” (as defined in each of the
Amended and Restated Omnibus SIP, the related equity award terms and conditions, and the CIC Plan, as applicable), is conditioned on the NEO’s execution of a release in favor of the Company. In determining the benefits payable upon certain terminations of employment, we assumed in all cases that the NEO has complied and continues to comply with, as applicable, all of the restrictive and other covenants included in his employment agreement and has not become employed by a new employer in those cases where the employment agreement requires mitigation by the NEO.
On
To estimate the payment amounts, the Company used the closing price of our common stock on December 14, 2015,31, 2021, the Committee approvedlast trading day of 2021, which was $26.82.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Salary and Other Cash Compensation ($)(1) | | Annual Bonus ($)(2) | | Pro-Rated Bonus ($)(3) | | Deferred Compensation ($) | | Continuation of Medical, Dental and Life Insurance ($)(4) | | Other Payments(5) | | Vesting of Equity Awards ($)(6) | | Total
($) |
| Jeremy J. Male | | | | | | | | | | | | | | | | |
| Termination for Cause | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Voluntary termination without Good Reason | | — | | | — | | | — | | | — | | | — | | | — | | | 8,946,508 | | | 8,946,508 | |
| Without Cause or Good Reason termination | | 1,350,000 | | | 1,552,500 | | | — | | | — | | | 27,035 | | | 200,014 | | | 8,422,070 | | | 11,551,619 | |
Termination following Change in Control(7) | | 4,050,000 | | | 4,657,500 | | | — | | | — | | | 81,105 | | | 200,014 | | | 8,422,070 | | | 17,410,689 | |
Disability(8) | | — | | | — | | | 776,250 | | | — | | | — | | | 200,014 | | | 8,422,070 | | | 9,398,334 | |
| Death | | — | | | — | | | — | | | — | | | — | | | — | | | 8,422,070 | | | 8,422,070 | |
| Matthew Siegel | | | | | | | | | | | | | | | | |
| Termination for Cause | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Voluntary termination without Good Reason | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Without Cause or Good Reason termination | | 650,000 | | | 552,500 | | | — | | | — | | | 27,035 | | | — | | | 1,434,602 | | | 2,664,137 | |
Termination following Change in Control(7) | | 1,300,000 | | | 1,105,000 | | | — | | | — | | | 54,070 | | | — | | | 3,877,984 | | | 6,337,054 | |
Disability(8) | | — | | | — | | | 276,250 | | | — | | | — | | | — | | | 3,877,984 | | | 4,154,234 | |
| Death | | — | | | — | | | — | | | — | | | — | | | — | | | 3,877,984 | | | 3,877,984 | |
| Andrew R. Sriubas | | | | | | | | | | | | | | | | |
| Termination for Cause | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Voluntary termination without Good Reason | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Without Cause or Good Reason termination | | 650,000 | | | 552,500 | | | — | | | — | | | 27,035 | | | — | | | 4,660,967 | | | 5,890,502 | |
Termination following Change in Control(7) | | 1,300,000 | | | 1,105,000 | | | — | | | — | | | 54,070 | | | — | | | 4,660,967 | | | 7,120,037 | |
Disability(8) | | — | | | — | | | 276,250 | | | — | | | — | | | — | | | 4,660,967 | | | 4,937,217 | |
| Death | | — | | | — | | | — | | | — | | | — | | | — | | | 4,660,967 | | | 4,660,967 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Salary and Other Cash Compensation ($)(1) | | Annual Bonus ($)(2) | | Pro-Rated Bonus ($)(3) | | Deferred Compensation ($) | | Continuation of Medical, Dental and Life Insurance ($)(4) | | Other Payments(5) | | Vesting of Equity Awards ($)(6) | | Total
($) |
| Clive Punter | | | | | | | | | | | | | | | | |
| Termination for Cause | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Voluntary termination without Good Reason | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Without Cause or Good Reason termination | | 650,000 | | | — | | | — | | | — | | | 8,958 | | | — | | | 2,958,621 | | | 3,617,579 | |
Termination following Change in Control(7) | | 1,300,000 | | | 1,105,000 | | | — | | | — | | | 17,916 | | | — | | | 2,958,621 | | | 5,381,537 | |
Disability(8) | | — | | | — | | | 276,250 | | | — | | | — | | | — | | | 2,958,621 | | | 3,234,871 | |
| Death | | — | | | — | | | — | | | — | | | — | | | — | | | 2,958,621 | | | 2,968,621 | |
| Richard H. Sauer | | | | | | | | | | | | | | | | |
| Termination for Cause | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Voluntary termination without Good Reason | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Without Cause or Good Reason termination | | 575,000 | | | — | | | — | | | — | | | 21,777 | | | — | | | 2,095,071 | | | 2,691,848 | |
Termination following Change in Control(7) | | 1,150,000 | | | 747,500 | | | — | | | — | | | 43,554 | | | — | | | 2,095,071 | | | 4,036,125 | |
Disability(8) | | — | | | — | | | 186,875 | | | — | | | — | | | — | | | 2,095,071 | | | 2,281,946 | |
| Death | | — | | | — | | | — | | | — | | | — | | | — | | | 2,095,071 | | | 2,095,071 | |
(1)With respect to a termination without “Cause” or for “Good Reason”, for each NEO, the amounts reflect the continuation of his base salary for a period of twelve months (in this instance, January 1, 2021 through December 31, 2021). See “—2021 Summary Compensation Table” and adopted“—Employment Agreements.��
(2)With respect to a termination without “Cause” or for “Good Reason”, the CIC Planamount reflects the payment of twelve months of each of Messrs. Male’s, Siegel’s and Sriubas’s respective annual target bonuses.
(3)All NEOs are eligible to receive a pro-rated bonus in the event of a termination without “Cause,” for “Good Reason” or following a Change in Control. In addition, in the event of death, all NEOs are also eligible to receive a bonus earned in the prior year not yet paid and a pro-rated bonus for the benefitcalendar year in which the death occurs. Assuming a December 31, 2021 termination, pro-rated bonuses were not included with respect to a termination without “Cause,” for “Good Reason” or following a Change in Control or due to death, as these amounts are assumed to have been earned by the NEOs, and therefore do not represent enhanced benefits. The amounts of these bonuses are as follows: Male, $2,856,600; Siegel, $1,016,600; Sriubas, $1,016,600; Punter, $1,016,600; and Sauer, $687,700.
(4)With respect to a termination without “Cause” or for “Good Reason,” the Company’s executive officers, includingamounts shown reflect our cost of providing continued health insurance benefits for twelve months following the NEOs. Sincetermination date for each of Messrs. Male, Siegel, Sriubas, Punter, and Sauer as provided in their respective employment agreements. In the CIC Plan became effective asevent of January 1, 2016, the table below does not include potential payments that would be made to the applicable NEO upon a termination following a Change in Control. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Continuation
of Salary and
Other Cash
Compensation
($)(1) | | | Annual
Bonus
Continuation
($)(2) | | | Pro-Rated
Bonus ($) | | | Deferred
Compensation
($) | | | Continuation
of Medical,
Dental and
Life
Insurance
($)(3) | | | Other
Payments(4) | | | Vesting of
Equity
Awards
($)(5)(6) | |
Jeremy J. Male | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination for Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Voluntary termination without Good Reason | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Without Cause or Good Reason termination | | | 1,350,000 | | | | 1,350,000 | | | | — | | | | — | | | | 20,021 | | | | 199,523 | | | | 1,983,197 | |
Termination following Change in Control (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,607,855 | |
Disability (8) | | | — | | | | — | | | | 675,000 | | | | — | | | | — | | | | 199,523 | | | | 5,624,732 | |
Death (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,624,732 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Continuation
of Salary and
Other Cash
Compensation
($)(1) | | | Annual
Bonus
Continuation
($)(2) | | | Pro-Rated
Bonus ($) | | | Deferred
Compensation
($) | | | Continuation
of Medical,
Dental and
Life
Insurance
($)(3) | | | Other
Payments(4) | | | Vesting of
Equity
Awards
($)(5)(6) | |
Donald R. Shassian | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination for Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Voluntary termination | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Without Cause termination | | | 650,000 | | | | — | | | | — | | | | — | | | | 19,798 | | | | — | | | | 1,081,671 | |
Termination following Change in Control (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,395,133 | |
Disability (8) | | | — | | | | — | | | | 243,750 | | | | — | | | | — | | | | — | | | | 3,120,779 | |
Death (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,120,779 | |
Clive Punter | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination for Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Voluntary termination | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 937,577 | |
Without Cause termination | | | 550,000 | | | | — | | | | — | | | | — | | | | 6,576 | | | | — | | | | 937,577 | |
Termination following Change in Control (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 528,919 | |
Disability (8) | | | — | | | | — | | | | 206,250 | | | | — | | | | — | | | | — | | | | 937,577 | |
Death (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 937,577 | |
Andrew Sriubas | | | | | | | | | | | | | | | | | | | | | | | — | | | | | |
Termination for Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Voluntary termination without Good Reason | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Without Cause or Good Reason termination | | | 550,000 | | | | — | | | | — | | | | — | | | | 20,021 | | | | — | | | | — | |
Termination following Change in Control (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 528,919 | |
Disability (8) | | | — | | | | — | | | | 206,250 | | | | — | | | | — | | | | — | | | | 907,866 | |
Death (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 907,866 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Continuation
of Salary and
Other Cash
Compensation
($)(1) | | | Annual
Bonus
Continuation
($)(2) | | | Pro-Rated
Bonus ($) | | | Deferred
Compensation
($) | | | Continuation
of Medical,
Dental and
Life
Insurance
($)(3) | | | Other
Payments(4) | | | Vesting
of
Equity
Awards
($)(5)(6) | |
Richard H. Sauer | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination for Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Voluntary termination | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Without Cause termination | | | 475,000 | | | | — | | | | — | | | | — | | | | 7,274 | | | | — | | | | — | |
Termination following Change in Control (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 403,244 | |
Disability (8) | | | — | | | | — | | | | 118,750 | | | | — | | | | — | | | | — | | | | 696,945 | |
Death (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 696,945 | |
(1) | For each NEO, amounts reflect the continuation of his base salary for a period of twelve months (in this instance, January 1, 2016 through December 31, 2016). |
(2) | Amount reflects the payment of 12 months’ worth of Mr. Male’s target bonus. |
(3) | For Messrs. Male, Punter, Shassian and Sriubas, the amounts shown reflect our cost of providing continued health insurance benefits as provided in their employment agreements. For Mr. Sauer, the amounts shown reflect our cost of providing continued health insurance benefits and life insurance coverage as provided in his employment agreement. |
(4) | In the event of a termination without Cause or for Good Reason, or for disability, Mr. Male would receive payment of expenses associated with his and his family’s repatriation back to the United Kingdom during the twelve months following his termination, plus an additional payment in an amount that after payment of all taxes payable by him with respect to such additional payment, will equal the amount of all taxes payable by him with respect to the related reimbursement. |
(5) | The calculation of the value associated with the acceleration or continuation (as the case may be) of the vesting of equity grants, (a) in the case of stock awards, was based on the closing price of a share of our common stock on the NYSE on December 31, 2015, which was $21.83, with the inclusion of the PRSUs awarded during 2015 reflecting actual achievement of the applicable performance conditions; and (b) in the case of options, was based on the difference between such closing price and the exercise price of the option. See “—2015 Outstanding Equity Awards at Fiscal Year-End” for more information about the equity awards included in the above calculation. Following a termination of employment by Mr. Punter voluntarily or without Cause, any outstanding equity awards will continue to vest until February 18, 2019. See “—Termination Without ‘Cause’ by Us or for ‘Good Reason’ by the NEO.” Any outstanding options held by Mr. Male are out of the money as of December 31, 2015 based on the exercise price of $26.39, and therefore have no intrinsic value to include in the table above. |
(6) | Represents accelerated vesting of equity awards then outstanding upon termination of employment due to death or permanent disability. |
(7) | Represents accelerated vesting of 2015 equity grants for a Qualifying Separation (as defined below) upon a Change in Control pursuant to the Amended and Restated Omnibus SIP and related equity award terms and conditions. The table does not include potential payments under the CIC Plan upon termination following a Change in Control because the CIC Plan became effective as of January 1, 2016. See “—Termination Following a Change in Control.” |
(8) | In the event of a termination due to disability, the NEOs would generally receive the pro-rated bonus for the calendar year in which the disability occurs and a pro-rated target bonus for the period during which the NEO receives short-term disability benefits under the Company’s short-term disability program. For this purpose, we have assumed that the NEO would receive short-term disability benefits for six months (which is the maximum under the short-term disability plan). However, with respect to a December 31, 2015 termination
|
| due to disability, bonuses for the NEOs for the period January 1, 2015 through December 31, 2015 are not included in the pro-rated bonus as these amounts are assumed to have been earned by the NEOs and therefore do not represent enhanced benefits. |
(9) | In the event of a termination due to death, the NEOs would generally receive a pro-rated bonus for the calendar year in which the NEO’s death occurs. However, with respect to a December 31, 2015 termination due to death, bonuses for the NEOs for the period January 1, 2015 through December 31, 2015 are not included in the pro-rated bonus as these amounts are assumed to have been earned by the NEOs and therefore do not represent enhanced benefits. |
Control, the amounts shown reflect our cost of providing continued health insurance benefits for three years following the termination date for Mr. Male, and two years following the termination date for each of Messrs. Siegel, Sriubas, Punter and Sauer.
(5)In the event of a termination without “Cause” or for “Good Reason,” for disability or following a Change in Control, Mr. Male would receive payment of expenses associated with his and his family’s repatriation back to the United Kingdom during the twelve months following his termination, plus an additional payment in an amount that after payment of all taxes payable by him with respect to such additional payment, will equal the amount of all taxes payable by him with respect to the related reimbursement.
(6)The calculation of the value associated with the acceleration or continuation (as the case may be) of the vesting of equity grants was based on the closing price of a share of our common stock on the NYSE on December 31, 2021, which was $26.82, with the inclusion of the annual and one-time PRSUs awarded during 2021 reflecting target achievement of the applicable performance conditions, except with respect to a voluntary termination without “Good Reason” for Mr. Male, which includes annual PRSU grants awarded during 2021 reflecting actual achievement and one-time PRSU grants awarded during 2021 reflecting target achievement of the applicable performance conditions. See “—2021 Outstanding Equity Awards at Fiscal Year-End” for more information about the equity awards included in the above calculation.
(7)With respect to salary and bonus, represents a lump sum payment of three times the base salary plus three times the annual bonus target for Mr. Male, and represents a lump sum payment of two times the base salary plus two times the annual bonus target for Messrs. Siegel, Sriubas, Punter, and Sauer, in each case for a Qualifying Separation (as defined below) following a Change in Control pursuant to the CIC Plan. With respect to vesting of equity awards, represents accelerated vesting of unvested TRSUs and PRSUs granted in 2019, 2020 and 2021 for Messrs. Male, Siegel,
Sriubas, Punter and Sauer for a Qualifying Separation following a Change in Control pursuant to the Omnibus SIP and related equity award terms and conditions.
(8)In the event of a termination due to disability, the NEOs would generally receive the pro-rated bonus for the calendar year in which the disability occurs and a pro-rated target bonus for the period during which the NEO receives short-term disability benefits under the Company’s short-term disability program. For this purpose, we have assumed that the NEO would receive short-term disability benefits for six months (which is the maximum under the short-term disability plan), and the amount shown represents six months of NEO’s pro-rated target bonus.
None of the NEO’s employment arrangements provide for (1) post-termination payments and benefits solely in the event of a
changeChange in
controlControl (that is, there are no “single trigger” benefits) or (2) tax “gross-ups” in the event any payment or benefit owed to him under his respective arrangement is subject to the excise tax imposed by Section 4999 of the Code.
Termination for Cause or Voluntary Termination Without Good Reason
Each NEO’s employment arrangement includes a definition of “Cause” (as discussed below) for which the executive’s employment may be terminated. Except as
otherwise describedset forth below,
eachno NEO will
not receive incremental payments and benefits under their respective employment arrangements in the event of a termination by us for “Cause” or a NEO’s voluntary termination without “Good
Reason”.Reason.”
If Mr. Male voluntarily terminates his employment without Good Reason on or after September 18, 2019 and provides the Company with adequate advance written notice and a general release, Mr. Male is entitled to continued time vesting of equity awards granted after September 18, 2017, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards and, with respect to continued time vesting of awards, proration and non-compete conditions.
Termination Without “Cause” by Us or for “Good Reason” by the NEO
Each NEO will receive termination payments and benefits if we terminate his employment without “Cause,”
and each of Messrs. Male and Sriubas will also receive termination payments and benefitsor if he resigns for “Good Reason” pursuant to his employment agreement.
In addition, if we terminate Mr. Punter’s employment without “Cause” or Mr. Punter voluntarily terminates his employment, he will continue to time vest in any outstanding unvested RSUs and other equity awards, if any, until February 18, 2019. If a termination
occurs without “Cause” or for “Good
Reason”, and voluntary termination in the case of Mr. Punter, had occurred as of December 31, 2015,Reason,” then, in addition to compensation the applicable NEO would have earned as of the termination date and benefits generally available to all salaried employees:
| ü | Mr. Male would have received (1) a cash severance amount equal to the sum of 12 months of his annual salary and his annual target cash bonus; (2) Company-paid medical and dental benefits for up to 12 months; (3) accelerated vesting of all unvested stock options, RSUs and other equity awards that would have vested during the 12-month period following his termination of employment; and (4) payment of expenses associated with his repatriation back to the United Kingdom, plus an additional payment equal to the amount of all taxes payable by him with respect to the related reimbursement. |
| ü | Mr. Shassian would have received (1) a cash severance amount equal to 12 months of his annual salary; (2) Company-paid medical and dental benefits for up to 18 months; and (3) accelerated vesting of certain RSU awards that would have vested during the 12-month period following his termination of employment. |
| ü | Mr. Punter would have received (1) a cash severance amount equal to 12 months of his annual salary; (2) Company-paid medical and dental benefits for up to 12 months; and (3) continued time vesting of all unvested RSUs and other equity awards, if any. |
| ü | Mr. Sriubas would have received (1) a cash severance amount equal to 12 months of his annual salary; and (2) Company-paid medical and dental benefits for up to 12 months. |
| ü | Mr. Sauer would have received (1) a cash severance amount equal to 12 months of his annual salary; (2) Company-paid medical and dental benefits for up to 12 months; and (3) company-paid life insurance until the end of the employment term. |
üMr. Male would have received (1) a cash severance amount equal to the sum of 12 months of his annual salary and his annual target cash bonus; (2) Company-paid medical and dental benefits for up to 12 months; (3) continued ability to exercise outstanding vested stock option awards before the expiration date of the stock option awards for the 12-month period following termination of his employment; (4) accelerated vesting or continued time vesting of all RSU and PRSU awards depending on the date of Mr. Male’s termination, and, with respect to continued time vesting of awards, proration and non-compete conditions; and (5) payment of reasonable expenses associated with his repatriation back to the United Kingdom during the 12-month period following his termination, plus an additional payment equal to the amount of all taxes payable by him with respect to the related reimbursement.
üMr. Siegel would have received (1) a cash severance amount equal to 12 months of his annual salary and his annual target cash bonus; (2) Company-paid medical and dental benefits for up to 12 months; and (3) accelerated vesting of RSU and PRSU awards granted on or after June 4, 2018 that would have vested during the 12-month period following his termination of employment.
üMr. Sriubas would have received (1) a cash severance amount equal to 12 months of his annual salary and his annual target cash bonus; (2) Company-paid medical and dental benefits for up to 12 months; and (3) accelerated vesting of all RSU and PRSU awards.
üMr. Punter would have received (1) a cash severance amount equal to 12 months of his annual salary; (2) Company-paid medical and dental benefits for up to 12 months; and (3) accelerated vesting of all RSU and PRSU awards.
üMr. Sauer would have received (1) a cash severance amount equal to 12 months of his annual salary; (2) Company-paid medical and dental benefits for up to 12 months; and (3) accelerated vesting of all RSU and PRSU awards.
Each NEO is also eligible to receive a pro-rated bonus based on the number of months that NEO rendered services to the Company prior to his termination. The pro-rated bonus would be determined in a manner consistent with other Company executives. The employment arrangements for the NEOs require that salary continuation and, in the case of
Mr.Messrs. Male
and Sriubas bonus continuation be paid over the applicable severance period. If the employment of any NEO was terminated without
“Cause,”“Cause” or
if Mr. Male or Mr. Sriubas terminated his employment for “Good Reason,” each of them would be required to execute and deliver a general release and would be subject to certain restrictive covenants relating to non-competition, solicitation of our employees, protection of our confidential information and our ownership of work product and cooperation in litigation.
Mr. Sauer would be subject to mitigation obligations under the terms of his employment arrangement.
Definition of Termination for “Cause”
We generally would be entitled to terminate the employment of each of Messrs.
Sriubas, Punter,
Sauer or
SriubasSauer for “Cause” upon the following events: dishonesty, embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; willful unauthorized disclosure of confidential information; failure to obey a material lawful directive that is appropriate to his position from an executive in his reporting line; failure to comply with our written policies, including the Company’s Code of Conduct; material breach of his employment arrangement; failure (except in the event of disability) or refusal to substantially perform the material obligations under his employment arrangement; willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or conduct which is considered an offense involving moral turpitude under federal, state or local laws, or which might bring him to public disrepute, scandal or ridicule or reflect unfavorably upon any of our businesses or those who conduct business with us and our affiliated entities. With respect to Mr. Sauer, voluntary resignation during the term other than due to death or disability would also be considered termination for “Cause.”
With respect to Mr. Sriubas, the acts of dishonesty and embezzlement or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury must be proven prior to terminating for “Cause.”
We generally would be entitled to terminate the employment of Mr. Male for “Cause” upon the following events: embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; willful unauthorized disclosure of confidential information; failure to obey a material lawful directive that is appropriate to his position from an executive having authority to give such directive; failure to comply with our written policies, including the Company’s Code of Conduct; material breach of his employment agreement; resignation without Good Reason other than due to his death or
disability or in certain other circumstances;disability; willful failure or refusal after being given written notice (except in the event of disability) to substantially perform his material duties and responsibilities under the employment agreement; willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; conduct which is considered an offense involving moral turpitude under federal, state or local laws; or willful misconduct which brings him to public disrepute or scandal that does or is likely to do significant harm to our businesses or those who conduct business with us and our affiliated companies.
We generally would be entitled to terminate the employment of Mr.
ShassianSiegel for “Cause” upon the following events: fraud, misappropriation or embezzlement; conviction of a felony or a misdemeanor involving fraud, perjury or moral turpitude; his repeated willful failure to perform services under the agreement;
or his material breach of certain provisions in his
agreement; or his terminating his employment during the term other than due to his death or disability.agreement.
Definition of “Good Reason” Termination
A “Good Reason” termination for Mr. Male generally would be triggered by the
following:occurrence of one of the following events without his consent: (1) a
material reduction in his annual salary, bonus or long-term incentive compensation opportunity; (2) a material reduction in his positions, titles, authorities, duties or responsibilities; (3) the assignment of duties or responsibilities that are materially inconsistent with his current authorities, duties and responsibilities or which materially impair his ability to function as our Chief Executive Officer (provided that assignment of authorities, duties or responsibilities relating to operations of a public company or which are consistent with those of a public company Chief Executive Officer would not trigger “Good Reason”); (4) material breach by us of any of our obligations under
thehis employment agreement; or (5) the requirement that he relocate outside the New York metropolitan area.
A “Good Reason” termination for
Mr.Messrs. Siegel, Sriubas,
Punter or Sauer generally would be triggered by the
following:occurrence of one of the following events without each NEO’s respective consent: (1)
(a) a
significant adverse change in the nature or scope of his authorities, powers, functions, responsibilities or duties attached to his position with the Company and any subsidiary, (b) amaterial reduction in the
aggregate amount of his annual baseexecutive’s salary or
target percentage bonus
received fromin effect prior to such reduction; (2) a material reduction in the positions, authorities, titles, duties or responsibilities in effect immediately prior to such reduction; (3) the assignment to an executive of duties or responsibilities that are inconsistent with his authorities, duties or responsibilities as they exist on the effective date of such executive’s employment agreement or that impair an executive’s ability to function in the role identified in such executive’s employment agreement; (4) the material breach by the Company
of any of its obligations under the executive’s employment agreement or any other agreement between an executive and
any subsidiary, (c)the Company; or (5) the requirement that the executive relocate more than a
50 mile radius outside the Borough of Manhattan. In addition, Mr. Sriubas may terminate for “Good Reason” in the event of: (x) a material reduction in his long-term incentive compensation opportunity from the level in effect on the date of his employment agreement, or such higher level as may be in effect at any time after such date, or
(d) the termination or denial of his rights to retirement or welfare benefits or(y) a
material reduction in the scope or value of
suchMr. Sriubas retirement or welfare benefits
in the aggregate (other than any such reduction that is generally applicable to all employees of the Company)
,. In addition, Mr. Siegel may terminate for “Good Reason” in the event that there is a change in the person to who Mr. Siegel reports to and such
change reduction or terminationperson is not
remedied by the Company within ten business days after receipt by the Company of written notice from Mr. Sriubas of such change, reduction or termination, as the case may be; (2) any change of his principal place of employment to a
location more than 50 miles from your principal place of employment assenior executive officer of the
commencement of the employment term; or (3) any failure to pay him any compensation when due (other than an inadvertent failure that is remedied within ten business days after receipt of written notice from Mr. Sriubas). Messrs. Shassian, Punter and Sauer do not have a “Good Reason” provision in their employment arrangements.Company.
Termination Following a Change in Control
Pursuant to the
Amended and Restated Omnibus SIP and the related equity award terms and conditions,
with respect to equity award grants beginning in 2015, if an NEO (1) is involuntarily terminated by the Company without Cause (as defined in the NEO’s employment agreement or if not included in the NEO’s employment agreement, as defined in the each of the
Amended and Restated Omnibus SIP, the related equity award terms and conditions, and the CIC Plan, as applicable) other than due to death or disability, (2) voluntarily terminates his employment with the Company for Good Reason (as defined in the NEO’s employment agreement or if not included in the NEO’s employment agreement, as defined in the each of the
Amended and Restated Omnibus SIP, the related equity award terms and conditions, and the CIC Plan, as applicable), or (3) is terminated as a result of the death or disability of the NEO ((1), (2) and (3) are collectively referred to as a “Qualifying Separation”), following the consummation of a Change in Control, vesting of any outstanding, unvested equity awards granted to the NEO will
accelerate.accelerate, with the amount of accelerated PRSUs determined based on the timing and structure of the Change in Control in accordance with the related PRSU award terms and conditions.
Pursuant to the CIC Plan, if an NEO experiences a Qualifying Separation, within a period of two years following the consummation of a Change in Control, the NEO is entitled to receive the following severance payments and benefits:
| ü | A single lump sum cash payment equal to the sum of two times the NEO’s base salary and two times the NEO’s target annual bonus, except for Mr. Male, who would receive three times his base salary and target annual bonus; |
| ü | A single lump sum cash payment of the NEO’s pro-rated target annual bonus for the year in which the Qualifying Separation occurs; and |
| ü | Premium payments for continuation health insurance coverage until the earlier of (a) two years (or three years with respect to Mr. Male) after the Qualifying Separation or (b) the date on which the NEO becomes eligible for health insurance coverage from a third party. |
üA single lump sum cash payment equal to the sum of two times the NEO’s base salary and two times the NEO’s target annual bonus, except for Mr. Male, who would receive three times the sum of his base salary and three times his target annual bonus;
üA single lump sum cash payment of the NEO’s pro-rated target annual bonus for the year in which the Qualifying Separation occurs; and
üPremium payments for the continuation of health insurance coverage until the earlier of (a) two years (or three years with respect to Mr. Male) after the Qualifying Separation or (b) the date on which the NEO becomes eligible for health insurance coverage from a third party.
As a condition of participation in the CIC Plan, among others, each NEO must execute a participation agreement (the “Participation Agreement”) in which the NEO agrees to the terms of his participation under the CIC Plan, and, except as otherwise provided in certain NEO’s Participation Agreement with respect to life insurance or expense reimbursement benefits, that the severance payments and benefits provided under the CIC Plan are in place of any other severance payments or benefits to which the NEO may be entitled under his employment agreement upon a Qualifying Separation. In addition, the Participation Agreement for each NEO provides that the non-competition and non-solicitation provisions set forth in the CIC Plan will supersede any similar restrictive covenants in each NEO’s employment agreement upon a Qualifying Separation. The CIC Plan does not replace or modify any accelerated equity vesting rights held by an NEO, which remain governed by the
Amended and Restated Omnibus SIP and related equity award terms and conditions,
as well asand each
NEOsNEO’s employment agreement, as applicable.
The table above does not include potential payments under the CIC Plan upon a Qualifying Separation following a Change in Control because the CIC Plan did not become effective until January 1, 2016.
Termination Due to Disability
If Messrs.
Shassian,Siegel, Sriubas, Punter
Sauer and
SriubasSauer were to be terminated during the employment term as a result of disability, they would receive salary earned through the date of termination, a
proratedpro-rated bonus for the calendar year in which the disability occurs
(which the executive would have earned), a
proratedpro-rated target bonus for the period during which they receive short-term disability benefits under our short-term disability
program,program. In the event of their permanent disability, Messrs. Male, Siegel, Sriubas, Punter and
Sauer would also receive accelerated vesting of
theirall outstanding
equityRSU and PRSU awards, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards. If Mr. Male were to be terminated during the employment term as a result of disability, he would
also receive the above payments and benefits,
plusincluding accelerated vesting of all outstanding RSU and PRSU awards upon his termination (subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards), the continued ability to exercise outstanding vested stock option awards before the expiration date of the stock option awards for a three-year period following his termination (or a greater period if so provided in his equity award terms and conditions), and the payment of expenses associated with his and his family’s repatriation back to the United Kingdom
during the 12-month period following the date of termination, plus an additional payment equal to the amount of all taxes payable by him with respect to the related reimbursement.
If Messrs. Male,
Shassian,Siegel, Sriubas, Punter
Sauer and
SriubasSauer were to
diedecease during the employment term, their beneficiaries or estates would receive salary earned through the date of death,
any unpaid bonus for the prior calendar year, and a
proratedpro-rated bonus for the calendar year in which death
occurs (which the executiveoccurs. Messrs. Male, Siegel, Sriubas, Punter and Sauer would
have earned) andalso receive accelerated vesting of
all of their outstanding
RSU and PRSU awards, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards. In addition, with respect to Mr. Male, his beneficiaries or estate would receive the continued ability to exercise outstanding vested stock option awards for a two-year period following Mr. Male’s death (or a greater period if so provided in his equity
awards.award terms and conditions). With respect to Mr. Siegel, his beneficiaries or estate would receive payment for any accrued but unused vacation days to which Mr. Siegel was entitled and any reimbursement for business expenses incurred but not yet approved and/or paid as of the date of his death. No additional payments or benefits would be due under
theireach NEO’s respective
contracts.employment agreement.
CEO Pay Ratio
Ratio of CEO Pay to Median Employee Pay. The annual total compensation of our median employee for 2021 was $74,458. As disclosed in the section entitled “—2021 Summary Compensation Table” our Chairman and Chief Executive Officer’s annual total compensation for 2021 was $9,324,031. Based on this information for 2021, the ratio of the compensation of the Chairman and Chief Executive Officer to the median annual total compensation of all other employees was reasonably estimated to be 125 to 1.
How We Identified the Median Employee. The median employee identified in 2020 remains the same for the purposes of calculating our CEO pay ratio as of December 31, 2021. We reasonably believe that there have been no meaningful changes to our employee population or compensation arrangements that would result in a significant impact to our pay ratio disclosure. In 2020, we identified our median employee by first identifying our total employee population as of December 31, 2020, including our employees located in Canada, and in accordance with the SEC rules, excluded the Chairman and Chief Executive Officer. We then used total annual gross pay (including base salary, cash bonuses and long-term equity compensation), as reflected in our payroll records from January 1, 2020 to December 31, 2020, which we annualized for any employee who did not work for the entire year, to determine the median employee. For the Company’s employees located in Canada, we applied an exchange rate as of December 31, 2020 to convert Canadian currency into U.S. dollars. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions. As a result, the Company’s pay ratio disclosure may not be comparable to the pay ratio reported by other companies.
Equity Compensation Plan Information
The following table sets forth certain information as of December 31,
20152021 regarding the only equity compensation plan maintained by the Company on that date, the
Amended and Restated Omnibus SIP. As of December 31,
2015,2021, there were no other equity awards outstanding or securities available for future issuance under equity compensation plans not previously approved by security holders.
| | | | | | | | | | | | |
Plan Category | | Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a) | | | Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
(b)(1) | | | Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c) | |
Equity compensation plans approved by security holders | | | 1,597,829 | (2) | | $ | 15.72 | | | | 5,651,173 | (3) |
| | | | | | | | | | | | |
Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Total: | | | 1,597,829 | | | $ | 15.72 | | | | 5,651,173 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a) | | Weighted-average exercise price of outstanding options, warrants and rights (b)(1) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(a)(c) | |
| Equity compensation plans approved by security holders | | 2,447,246 | | (2) | — | | 4,164,106 | | (3) |
| Equity compensation plans not approved by security holders | | — | | | — | | — | |
| Total: | | 2,447,246 | | | — | | 4,164,106 | | |
(1) | The weighted-average exercise price in column (b) includes stock options only, and does not reflect the shares that will be issued in connection with the settlement of RSUs since RSUs have no exercise price. | | | | | | | | | | | | | |
| | | | |
(2) | The amount shown in column (a) includes the following awards that were granted under the Amended and Restated Omnibus SIP: 1,302,932 shares of our common stock issuable in connection with the settlement of PRSUs and TRSUs, for which the number of PRSUs was determined based on the number of shares that could be earned assuming target achievement of the applicable performance conditions, as described above under “—Compensation Discussion and Analysis—Elements of 2015 NEO Compensation—Performance-Based Compensation-Long-Term Equity Incentive Compensation,” and 294,897 shares issuable upon the exercise of outstanding stock options. |
(3) | The amount shown in column (c) represents shares of common stock remaining available for issuance under the Amended and Restated Omnibus SIP, under which the Committee is authorized to make awards of options, stock appreciation rights, restricted and unrestricted stock, RSUs, dividend equivalents, performance awards (including performance share units) and other equity-related awards. |
(1)The weighted average exercise price does not reflect shares that will be issued in connection with the settlement of RSUs since RSUs have no exercise price.
(2)The amount shown in column (a) includes the following awards that were granted under the Omnibus SIP: 2,447,246 shares of our common stock issuable in connection with the settlement of PRSUs and TRSUs, for which the number of PRSUs was determined based on the number of shares that could be earned assuming target achievement of the applicable performance conditions, as described above under “—Compensation Discussion and Analysis—Elements of 2021 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.”
(3)The amount shown in column (c) represents shares of common stock remaining available for issuance under the Omnibus SIP, under which the Committee is authorized to make awards of options, stock appreciation rights, restricted and unrestricted stock, RSUs, dividend equivalents, performance awards (including performance share units) and other equity-related awards.
STOCK OWNERSHIP INFORMATION
Security Ownership of Certain Beneficial Owners and Management
The table below sets forth certain information with respect to the beneficial ownership of our common stock
and our Series A Preferred Stock as of March 31,
20162022 by: (1) each stockholder known to us to beneficially own more than 5% of our common
stock;stock or our Series A Preferred Stock; (2) each of our directors and each director nominee; (3) each of our NEOs; and (4) all of our directors and executive officers as a group.
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable or exercisable within, or RSUs that will vest on or within, 60 days of March 31, 2016.2022. Securities that can be so acquired within 60 days of March 31, 2016,2022 are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Unless otherwise indicated below, we believe, based on the information furnished to us that the persons named in the table below have sole voting and investment power with respect to all shares of our common stock and our Series A Preferred Stock shown that they beneficially own, subject to community property laws, where applicable. As of March 31, 2016,2022, there were 137,868,748164,009,700 shares of our common stock outstanding and 125,000 shares of our Series A Preferred Stock outstanding.
Unless otherwise indicated below, the address of each named person is c/o OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174.
| | | | | | | | |
| | | Shares of Common Stock
Beneficially Owned | |
Name of Beneficial Owner | | Number of Shares | | | Percent of Shares | |
5% Beneficial Owners: | | | | | | | | |
| | |
Capital World Investors(1) 333 South Hope Street Los Angeles, CA 90071 | | | 12,484,504 | | | | 9.06 | % |
BlackRock Inc.(2) 55 East 52nd Street New York, NY 10022 | | | 9,582,462 | | | | 6.95 | % |
| | |
Brookfield Investment Management Inc.(3) Brookfield Place 250 Vessey St., 15th Floor New York, NY 10281-1023 | | | 9,638,171 | | | | 6.99 | % |
The Vanguard Group(4) 100 Vanguard Blvd Malvern, PA 19355 | | | 9,002,313 | | | | 6.53 | % |
| | |
FMR LLC(5) 245 Summer Street Boston, MA 02210 | | | 8,327,576 | | | | 6.04 | % |
JPMorgan Chase & Co.(6) 270 Park Avenue New York, NY 10017 | | | 7,734,612 | | | | 5.61 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Shares of Common Stock
Beneficially Owned | | Shares of Series A Preferred Stock Beneficially Owned |
| Name of Beneficial Owner | | Number of Shares | | Percent of Shares | | Number of Shares | | Percent of Shares |
| 5% Beneficial Owners: | | | | | | | | |
Entities affiliated with Providence Equity Partners LLC(1) 50 Kennedy Plaza Providence, Rhode Island | | 17,388,024 | | | 10.60% | | — | | | — |
ASOF Holdings I, L.P.(2) 2000 Avenue of the Stars Los Angeles, CA 90067 | | — | | | — | | 100,000 | | | 80.00% |
Ares Capital Corporation (2) 245 Park Avenue New York, NY 10167 | | — | | | — | | 25,000 | | | 20.00% |
The Vanguard Group(3) 100 Vanguard Blvd Malvern, PA 19355 | | 21,700,189 | | | 13.23% | | — | | | — |
BlackRock, Inc.(4) 55 East 52nd Street New York, NY 10055 | | 19,321,282 | | | 11.78% | | — | | | — |
| Directors and Named Executive Officers: | | | | | | | | |
Nicolas Brien(5) | | 37,656 | | | * | | — | | | — |
Angela Courtin(5) | | 23,153 | | | * | | — | | | — |
Manuel A. Diaz(5) | | 34,770 | | | * | | — | | | — |
Michael J. Dominguez(5) | | 6,366 | | | * | | — | | | — |
Jeremy J. Male(5) | | 513,135 | | | * | | — | | | — |
Peter Mathes(5) | | 38,307 | | | * | | — | | | — |
Clive Punter(5) | | 127,236 | | | * | | — | | | — |
Richard H. Sauer(5) | | 52,079 | | | * | | — | | | — |
Matthew Siegel(5) | | 76,139 | | | * | | — | | | — |
Andrew R. Sriubas(5) | | 250,083 | | | * | | — | | | — |
Susan M. Tolson(5) | | 34,773 | | | * | | — | | | — |
Joseph H. Wender(5) | | 35,895 | | | * | | — | | | — |
All directors and executive officers as a group (14 persons)(5) | | 1,377,732 | | | * | | — | | | — |
| | | | | | | | | | | | | | |
| | Shares of Common Stock
Beneficially Owned | |
Name of Beneficial Owner
| | Number of Shares | | | Percent of Shares | |
Directors and Named Executive Officers:
| | | | | | | | |
| | |
William Apfelbaum (7)
| | | 28,031 | | | | | * |
Nicolas Brien(8)
| | | 4,278 | | | | | * |
Manuel A. Diaz(8)
| | | 1,392 | | | | | * |
Jeremy J. Male(8)(9)
| | | 251,003 | | | | | * |
Peter Mathes(8)
| | | 10,929 | | | | | * |
Clive Punter(8)
| | | 8,866 | | | | | * |
Richard H. Sauer(8)(9)
| | | 20,019 | | | | | * |
Donald R. Shassian(8)
| | | 132,438 | | | | | * |
Andrew Sriubas(8)
| | | 9,247 | | | | | * |
Susan M. Tolson(8)
| | | 1,395 | | | | | * |
Joseph H. Wender(8)
| | | 2,517 | | | | | * |
All directors and executive officers as a group (13 persons) (8)(9)
| | | 494,314 | | | | | * |
*Less than 1%.(1) | Based solely on information contained in a report on Amendment No. 1 to Schedule 13G, filed with the SEC on February 12, 2016 (the “Capital World 13G”), by Capital World Investors (“Capital World”), reporting beneficial ownership as of December 31, 2015. The Capital World 13G reported that Capital World has sole voting power over 12,484,504 shares and sole dispositive power of 12,484,504 shares. Capital World is deemed to be the beneficial owner of these shares as a result of Capital Research and Management Company acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Capital World disclaims beneficial ownership of these shares. |
(2) | Based solely on information contained in a report on Amendment No. 1 to Schedule 13G, filed with the SEC on January 27, 2016 (the “BlackRock 13G”), by BlackRock, Inc. (“BlackRock”), reporting beneficial ownership as of December 31, 2015. The BlackRock 13G reported that BlackRock has sole voting power over 9,069,015 shares and sole dispositive power of 9,582,462 shares. |
(3) | Based solely on information contained in a report on Amendment No. 1 to Schedule 13G, filed with the SEC on February 16, 2016 (the “Brookfield 13G”), by Brookfield Investment Management Inc. (“Brookfield”), reporting beneficial ownership as of December 31, 2015. The Brookfield 13G reported that Brookfield has sole voting power over 7,806,201 shares and sole dispositive power of 9,638,171 shares. |
(4) | Based solely on information contained in a report on Amendment No. 1 to Schedule 13G, filed with the SEC on February 11, 2016 (the “Vanguard 13G”), by The Vanguard Group (“Vanguard”), reporting beneficial ownership as of December 31, 2015. The Vanguard 13G reported that Vanguard has sole voting power over 98,986 shares, shared voting power over 7,400 shares sole dispositive power over 8,904,227 shares and shared dispositive power over 98,086 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 90,686 shares as a result of serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 15,700 shares as a result of it serving as an investment manager of Australian investment offerings. |
(5) | Based solely on information contained in a report on Schedule 13G, filed with the SEC on February 12, 2016 (the “FMR 13G”), by FMR LLC (“FMR”), reporting beneficial ownership as of December 31, 2015. The FMR 13G reported that FMR has sole voting power over 640,557 shares and sole dispositive power of 8,327,576 shares. |
(6) | Based solely on information contained in a report on Schedule 13G, filed with the SEC on January 28, 2016 (the “JPM 13G”), by JPMorgan Chase & Co. (“JPM”), reporting beneficial ownership as of December 31, 2015. The JPM 13G reported that JPM has sole voting power over 7,514,421 shares, shared voting power over 101 shares, sole dispositive power over 7,732,553 shares and shared dispositive power over 485 shares. |
(7) | Includes additional shares of our common stock which the indicated director holds indirectly: Mr. Apfelbaum, 22,423. |
(8) | Includes shares acquired due to the settlement of dividend equivalents into shares of our common stock at vesting. |
(9) | Includes the following shares of our common stock which the indicated NEO had the right to acquire on or within 60 days of March 31, 2016, (i) upon the exercise of stock options: Mr. Male, 51,706; and (ii) upon the settlement of RSUs: Mr. Sauer, 180. |
(1)Based on information provided by Providence Equity Partners LLC (“PEP”). As of March 3, 2022, partnerships affiliated with PEP beneficially owned 17,388,024 shares of common stock as follows: Providence Equity Partners VIII-A SPV, L.P. (“PEP VIII-A”) held 4,772,791 shares of common stock, Providence Equity Partners VIII (Scotland) SPV L.P. (“PEP Scotland”) held 72,019 shares of common stock, PEP VIII SPV, L.P. (“PEP 5”) held 6,991,945 shares of common stock, PEP VIII-A AIV SPV, L.P. (“PEP 6”) held 2,389,810 shares of common stock and PEP VIII Co-Invest SPV, L.P. (“PEP Advertising”) held 3,161,459 shares of common stock. Providence Equity GP VIII (Scotland) L.P. (“PEP GP Scotland”) may have indirect beneficial ownership of 72,019 shares of common stock and Providence Equity GP VIII L.P. (“PEP GP VIII”) and PEP VIII International Ltd. (“PEP International”) may have indirect beneficial ownership of 17,388,024 shares of common stock through the following relationships: the general partner of PEP Scotland is PEP GP Scotland and the general partner of each of PEP VIII-A, PEP GP Scotland, PEP 5, PEP 6 and PEP Advertising is PEP GP VIII. The general partner of PEP GP VIII is PEP International. As of March 3, 2022, the PEP Direct Holders held a record of 17,388,024 shares of common stock. Each of the PEP Direct Holders disclaim beneficial ownership of the shares held by the other PEP Direct Holders and each of PEP GP Scotland, PEP GP VIII and PEP International disclaim beneficial ownership of the shares held by the PEP Direct Holders except to the extent of their respective pecuniary interest therein.
(2)Based on information provided by ASOF Holdings I, L.P. (“ASOF Holdings”) and Ares Capital Corporation (“Ares Capital”). As of April 20, 2020, ASOF Holdings held of record 100,000 shares of Series A Preferred Stock and Ares Capital held of record 25,000 shares of Series A Preferred Stock, which 125,000 shares of Series A Preferred Stock were convertible into 7,812,500 shares of our common stock as of such date. ASOF Investment Management LLC (“ASOF Investment Management”), as the manager of ASOF Holdings, may have indirect beneficial ownership of the shares of our common stock issuable upon conversion of the 100,000 shares of Series A Preferred Stock held of record by ASOF Holdings. Ares Capital Management LLC (“Ares Capital Management”), as the investment adviser of Ares Capital, may have indirect beneficial ownership of the shares of our common stock issuable upon conversion of the 25,000 shares of Series A Preferred Stock held of record by Ares Capital. Ares Management LLC, Ares Management Holdings L.P. (“Ares Management Holdings”), Ares Holdco LLC (“Ares Holdco”), Ares Holdings Inc. (“Ares Holdings”), Ares Management Corporation (“Ares Management”), Ares Voting LLC (“Ares Voting”), Ares Management GP LLC (“Ares Management GP”) and Ares Partners Holdco LLC (“Ares Partners”) (together with ASOF Holdings, Ares Capital, ASOF Investment Management and Ares Capital Management, the “Ares Reporting Persons”) may have indirect beneficial ownership of the 125,000 shares of Series A Preferred Stock held of record by ASOF Holdings and Ares Capital through the following relationships: Ares Management LLC is the sole member of ASOF Investment Management and Ares Capital Management is wholly owned by Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Holdings. The sole stockholder of Ares Holdings is Ares Management. Ares Management GP is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the “Ares Class B Common Stock”) and Ares Voting is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the “Ares Class C Common Stock”). Pursuant to Ares Management’s Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners. Ares Partners is managed by a board of managers which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal (collectively, the “Ares Board Members”). Mr. Ressler generally has veto authority over decisions by the Ares Board Members. Each of the Ares Reporting Persons (other than ASOF Holdings and Ares Capital with respect to the shares of our common stock issuable upon conversion of the shares of Series A Preferred Stock held directly by ASOF Holdings and Ares Capital) and the Ares Board Members expressly disclaim beneficial ownership of the shares of our common stock issuable upon conversion of the shares of Series A Preferred Stock held directly by ASOF Holdings and Ares Capital.
(3)Based solely on information contained in a report on Amendment No. 8 to Schedule 13G, filed with the SEC on February 10, 2022 (the “Vanguard 13G/A”), by The Vanguard Group (“Vanguard”), reporting beneficial ownership as of December 31, 2021. The Vanguard 13G/A reported that Vanguard has sole voting power over 0 shares, shared voting power over 150,692 shares, sole dispositive power of 21,419,977 shares and shared dispositive power of 280,212 shares.
(4)Based solely on information contained in a report on Amendment No. 2 to Schedule 13G, filed with the SEC on January 27, 2022 (the “BlackRock 13G/A”), by BlackRock, Inc. (“BlackRock”), reporting beneficial ownership as of December 31, 2021. The BlackRock 13G/A reported that BlackRock has sole voting power over 17,688,222 shares and sole dispositive power of 19,321,282 shares.
(5)Includes shares acquired due to the settlement of dividend equivalents into shares of our common stock at vesting.
Delinquent Section 16(a)
Beneficial Ownership Reporting ComplianceReports
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC and the NYSE. Based solely on our review of the reports filed during
20152021 and questionnaires from our directors and executive officers, we determined that, with the exception of
twoone late Form 4
filingsfiling by Mr. Male related to
twoeight transactions,
by Mr. Apfelbaum, no
other director, executive officer or beneficial
ownerowners of more than 10% of our common stock failed to
file a report on a timely basis during
2015.2021.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Related Persons
Agreement and Plan of Reorganization with CBS
On January 15, 2014,
Based on the
Company entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) with CBS, which priorinformation available to
the Separation (as defined below) was our indirect parent, and a wholly owned subsidiary of CBS, pursuant to which, among other things, the Company paid (i) $1.52 billion from the net proceeds from (1) the issuance by wholly-owned subsidiaries Outfront Media Capital LLC and Outfront Media Capital Corporation of $400.0 million aggregate principal amount of 5.250% Senior Notes due 2022 and $400.0 million aggregate principal amount of the 5.625% Senior Notes due 2024 that were on issued on January 31, 2014 and (2) borrowings of $800.00 million under a term loan due in 2021, pursuant to a credit agreement entered into among Outfront Media Capital LLC, Outfront Media Capital Corporation, Citibank, N.A. and the other lenders party thereto, on January 31, 2013, and (ii) $515.0 million from the $615.00 million of net proceeds from the IPO, to such wholly owned subsidiary of CBS, together with shares of our common stock, in consideration for the contribution of the entities comprising CBS’s Outdoor Americas operating segment to the Company pursuant to the reorganization transactions. On July 16, 2014, CBS disposed of all of its shares of our common stock and as of July 16, 2014, we were separated from CBS (the “Separation”) and were no longer a subsidiary of CBS. Pursuant to the Reorganization Agreement, a portion ($100.0 million) of the IPO proceeds was retained by us and
was applied to the $109.5 million cash portion of the special dividend to distribute our accumulated earnings and profits as of July 17, 2014, the date we began operating as a REIT for U.S. federal income tax purposes, including any earnings and profits allocated to the Company by CBS in connection with the Separation (the “E&P Purge”). CBS transferred the balance of the cash portion of the E&P Purge (approximately $9.5 million)provided to us
prior to the payment of the E&P Purge.Master Separation Agreement with CBS
In connection withby our IPO, the Company entered into a master separation agreement with CBS, providing for, among other things, the Company’s responsibility for liabilities related to the Company’s businessdirectors and the responsibility of CBS for liabilities unrelated to the Company’s business as well as indemnification obligations and ongoing commitments of each of the Company and CBS.
The master separation agreement also contains provisions allocatingofficers, we do not believe that there were or are any transactions between the Company and CBS liabilitiesany related to the employmentpersons that would be reportable under Item 404 of current and former employees of the Company and the compensation and benefit plans and programs in which such employees participate. In general, the Company assumes or retains liabilities related to the employment, compensation and benefits of current and former employees; however, CBS retains liabilities related to current and former employees under certain defined benefit pension plans sponsored by CBS.
Transition Services Agreement with CBS
Prior to the IPO, CBS performed or supported many important corporate functions for the Company. The Company’s historical financial statements reflect charges for these services on an allocation basis. In connection with the IPO, the Company entered into a transition services agreement with CBS, pursuant to which CBS would provide the Company with certain services, and the Company would provide CBS with certain limited services, in each case, on an interim basis for a limited period. The services provided to the Company by CBS include legal, finance, information technology, insurance, tax and employment functions. In connection with the Separation, we amended the transition services agreement to extend the time periods in which CBS would provide the transaction services described above to January 16, 2015 or to July 16, 2015,Regulation S-K as applicable depending on the services being provided. The agreed-upon charges for such services are generally on a cost-plus-margin basis and each party has agreed to reimburse the other for its out-of-pocket costs in connection therewith. The liability of each party under the transition services agreement for the services it provides is generally limited. As of December 31, 2014, all services previously provided by CBS have been transitioned to us. For more information on the allocation of the charges for services and benefits provided to us by CBS, see Note 7 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Tax Matters Agreement with CBS
In connection with the IPO, the Company entered into a tax matters agreement with CBS, which governs the respective rights, responsibilities and obligations of CBS and the Company with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes for the periods during which the Company was a member of the CBS consolidated tax group. Pursuant to the tax matters agreement, we are liable to pay CBS for any taxes imposed on or related to us while we were a member of the CBS consolidated tax group. In addition, CBS is liable to pay us for any reductions in taxes paid related to us while we were a member of the CBS consolidated tax group. The tax matters agreement also separately allocates among the parties any tax liability arising as a result of any failure of the Separation to qualify as a tax-free transaction based on actions taken during the two-year period following the Separation.
License Agreement with CBS
In connection with the IPO, the Company entered into a license agreement with a wholly owned subsidiary of CBS, pursuant to which the Company had the right to use “CBS” in the corporate names of the Company and the right to use the “CBS” mark and the “CBS” logo on the Company’s advertising billboards for a limited of time following the Separation. In connection with the Separation, the Company amended the license agreement to extend the time period in which the Company had the right to use “CBS” in the corporate names of the Company to December 31, 2014, and has the right to use the “CBS” mark and logo on the Company’s advertising displays to March 31, 2016. On November 20, 2014, the Company rebranded, and the Company changed its legal name to “OUTFRONT Media Inc.”
Registration Rights Agreement with CBS
In connection with the IPO, the Company entered into a registration rights agreement with CBS that provided CBS and its affiliated entities with certain registration rights for shares of the Company’s common stock owned by them, including demand registration rights and piggyback registration rights. In connection with the Separation, CBS disposed of all of its shares of our common stock subject to the registration rights agreement.
Other Transactions with CBS
For advertising spending placed by CBS and its subsidiaries, we recognized total revenues of $18.6 million, of which $7.7 million was before the Separation, for 2014 and $14.9 million for 2013. As of December 31, 2014, in connection with the Separation, there were no receivables from CBS and payables to CBS were $0.2 million.
Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $10.4 million, of which $4.3 million was before the Separation, in 2014 and $9.3 million in 2013.
On July 16, 2014, as a result of the Separation, CBS and their affiliates, including Viacom Inc., ceased to be related persons.
Transactions with Directors and Executive Officers
Clive Punter, the Company’s Executive Vice President and Chief Revenue Officer, was a founding partner of GeniusQ, which provided consulting services to the Company from 2012 to 2014. Pursuant to a consulting agreement, GeniusQ provided consulting and advisory services to the Company from May 2014 to October 2014, resulting in payments by the Company to GeniusQ, for the benefit of Mr. Punter, of approximately $289,000.
For a description of the related person transaction involving William Apfelbaum, a member of the Company’s board of directors, see “Directors, Executive Officers and Corporate Governance—Compensation Committee Interlocks and Insider Participation.”
transactions since January 1, 2021.
Review, Approval or Ratification of Transactions with Related Persons
The Company has a written policy regarding the review and approval, ratification or other action to be taken with respect to transactions with related persons. Pursuant to this policy, the Nominating and Governance Committee will
conduct a reasonable prior review and
oversight of all related person transactions required to be disclosed by the Company under Item 404 of Regulation S-K for potential conflicts of interest. In conducting such review, the Nominating and Governance Committee will approve, ratify or take other actions it deems appropriate,
with respect to aincluding prohibiting any related person transaction
that, underif the
rulesNominating and Governance Committee determines it to be inconsistent with the best interests of the
SEC, is required to be disclosed in the Company’s proxy statement or Annual Report on Form 10-K.Company and its stockholders. In its review, the Nominating and Governance Committee will be provided with the details of a proposed related person transaction, including the terms of the related person transaction, the business purpose of the related person transaction, and the benefits to the Company and to the relevant related persons that are derived from the related person transaction. In determining whether to approve,
prohibit, ratify or take any other action it deems appropriate with respect to the related person transaction, the Nominating and Governance Committee will consider, among other factors, the following factors to the extent relevant to the related person transaction: (a) whether the terms of the related person transaction are fair to the Company and on the same basis would apply if the transaction did not involve a related person; (b) whether there are business reasons for the Company to enter into the related person transaction; (c) whether the related person transaction would impair the independence of an outside director; and (d) whether the related person transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account several factors. Any member of the Nominating and Governance Committee who is a related person with respect to a transaction under review will abstain from voting on any action to be taken with respect to the related person transaction but may, if so requested by the chair of the Nominating and Governance Committee, participate in some or all of the discussions with respect to the related person transaction. Under the policy, the Company’s
Corporate Secretary, in consultation with legal
staffcounsel, is primarily responsible for determining whether a related person has a direct or indirect material interest in a transaction with the Company that is required to be disclosed. The determination will be made after a review of the information obtained from the related person and information available from the Company’s records.
The agreements and/or transactions set forth in this section that pertain to CBS were entered into prior to the completion of the IPO and were not subject to the Company’s related person transaction policy.
PROPOSAL NO. 1—ELECTION OF DIRECTORS
Upon the recommendation of the Nominating and Governance Committee, the full Board
of Directors has considered and nominated the following
Class II nomineeslate of nominees for a
three-year term expiring
in 2019:at the 2023 Annual Meeting of Stockholders and when their respective successors are duly elected and qualify: Nicolas
Brien.Brien, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Jeremy J. Male, Peter Mathes, Susan M. Tolson and Joseph H. Wender. Action will be taken at the Annual Meeting for the election of
this Class II nominee. Mr. Apfelbaum and the Nominating and Governance Committee have agreed that he will not be nominated as athese director
for re-election at the Annual Meeting, and therefore his term will expire at the commencement of the Annual Meeting. See “Directors, Executive Officers and Corporate Governance—Election and Classification of Directors.”nominees.
Unless otherwise instructed, the persons named in the form of proxy card attached to this proxy statement intend to vote the proxies
heldreceived by them for the election of Nicolas
Brien.Brien, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Jeremy J. Male, Peter Mathes, Susan M. Tolson and Joseph H. Wender. If, for any reason,
any of the director
nominee becomesnominees become unavailable for election, the persons named in the form of proxy card,
or any validly substituted person, may exercise
his or her discretion to vote for
a substitute
nomineenominees proposed by the Board.
TheEach of the director
nomineenominees has indicated that he
or she will be able to serve if elected and has agreed to do so.
The relevant experiences, qualifications, attributes or skills of
theeach director nominee that led the Board to recommend the above
personpersons as
a nomineenominees for director are described in the section entitled “Directors, Executive Officers and Corporate Governance.”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE CLASS II DIRECTOR NOMINEE NAMED ABOVE.
| | | | | |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE. |
PROPOSAL NO. 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31,
2016,2022, subject to stockholder ratification. Although ratification is not required by the Bylaws or otherwise, the Board is submitting the selection of PwC to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.
As part of its engagement process and in order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a rotation of the Company’s independent registered public accounting firm. In determining whether to reappoint the independent auditor, the Audit Committee considers the independent auditor’s qualifications, its independence and the length of time the firm has been engaged, in addition to considering the quality of the work performed by the independent auditor and an assessment of the past performance of both the lead audit partner and PwC. PwC has served as the Company’s independent registered public accounting firm since and prior to the Company’s IPO. PwC rotates its lead audit engagement partner every five years, at which time, the Audit Committee interviews candidates and selects the lead audit engagement partner. A new lead audit engagement partner was selected in the year ended December 31, 2020. The Audit Committee believes that there are significant benefits to having an independent registered public accounting firm with an extensive history with the Company, including the operational and cost efficiencies of using a firm with institutional knowledge of the Company’s business, operations, accounting policies, financial systems and internal control framework.
Representatives of PwC are expected to be present at the Annual Meeting
via webcast and will be given an opportunity to make a statement if they desire to do so. They will also be available to respond to questions at the Annual Meeting.
The following table sets forth fees for professional services rendered by PwC to the Company and its subsidiaries for each of the years ended December 31,
2015and 2014. | | | | | | | | |
| | | 2015 | | | 2014 | |
Audit Fees(1) | | $ | 2,248,619 | | | $ | 2,865,301 | |
Audit-Related Fees(2) | | | 753,006 | | | | 94,043 | |
Tax Fees(3) | | | 298,534 | | | | 78,389 | |
All Other Fees(4) | | | 5,400 | | | | — | |
| | | | | | | | |
Total | | $ | 3,305,559 | | | $ | 3,037,733 | |
| | | | | | | | | | | |
| | 2020 | 2021 |
Audit Fees(1) | | $ | 2,251,250 | $ | 2,110,000 |
Audit-Related Fees(2) | | 83,610 | 35,266 |
Tax Fees(3) | | 207,975 | 83,000 |
All Other Fees(4) | | 900 | 900 |
| Total | | $ | 2,543,735 | $ | 2,229,166 |
(1) | Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including quarterly financial statement reviews, statutory audits, engagements required by Federal or state regulatory agencies, and comfort letters. | | | | | | | | | | | | | |
| | | | |
(2) | Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements other than those included in “Audit Fees.” These services include due diligence related to the Company’s acquisition activities, contractually required audits, audits of the Company’s pension plans and carve-out audits related to divestitures. |
(3) | Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning, including international tax compliance, transfer pricing studies and tax due diligence and planning related to the Company’s acquisition and divestiture activity. |
(4) | All Other Fees for 2015 includes a license for accounting research software. |
(1)Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including quarterly financial statement reviews, engagements required by Federal or state regulatory agencies and comfort letters.
(2)Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements other than those included in “Audit Fees.” These services include contractually required audits, audits of the Company’s pension plans and consultations for accounting changes.
(3)Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning, including international tax compliance and restructuring.
(4)All Other Fees consist of the purchase of a software license for a financial statement disclosure application.
All audit and non-audit services provided to the Company by PwC for
20152021 were pre-approved by either the full Audit Committee or the Chair of the Audit Committee. Pursuant to the Audit Committee’s pre-approval policies and procedures in effect during
2015,2021, the Chair of the Audit Committee was authorized to pre-approve the engagement of PwC to provide certain specified audit and non-audit services, and the engagement of any accounting firm to provide certain specified audit services, up to a maximum amount of $100,000 per engagement, with the total amount of such authorizations outstanding that have not been reported to the Audit Committee not to exceed an aggregate of $250,000. The Audit Committee receives regular reports on the engagements approved by the Chair pursuant to this delegation. For
2016,2022, the Audit Committee adopted the same pre-approval policies and procedures that were in effect for
2015,2021, and at the same per engagement and aggregate authorized amounts that were in effect for
2015.2021.
In appointing PwC as the Company’s independent registered public accounting firm for the year ending December 31,
2016,2022, and in recommending that the Company’s stockholders ratify the appointment, the Audit Committee has considered whether the non-audit services provided by PwC were compatible with maintaining PwC’s independence from the Company and has determined that such services do not impair PwC’s independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016.
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022. |
REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of OUTFRONT Media Inc., a Maryland corporation (the “Company”), does not constitute “soliciting material” and shall not be deemed “filed” or incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates such information by reference into a document filed under the Securities Act or the Exchange Act.
The charter of the Audit Committee provides that the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and the audit of the consolidated financial statements of the Company. The
Audit Committee also assists in the Board’s oversight of:The quality and integrity of the Company’s consolidated financial statements and related disclosures;
The evaluation of the effectiveness of the Company’s internal control over financial reporting, disclosure controls and procedures and risk management procedures;
The Company’s compliance with legal and regulatory requirements;
The independent auditor’s qualifications and independence; and
The performance of the Company’s internal audit function and independent auditor.
A brief description of the primary responsibilities of the Audit Committee is included in the Company’s proxy statement for the 2016 Annual Meeting of Stockholders in the section entitled “Directors, Executive Officers and Corporate Governance—Board Committees—Audit Committee.”
The Audit Committee also discusses certain matters with the independent auditor on a regular basis, including the Company’s critical accounting policies, certain communications between the independent auditor and management, and the qualifications of the independent auditor.
The Company’s management is responsible for the preparation of the Company’s consolidated financial statements, the financial reporting processes and maintaining effective internal control over financial reporting. The Company’s independent auditor, PricewaterhouseCoopers LLP (“PwC”), is responsible for performing an audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”(the “PCAOB”) and expressing an opinion on the conformity of the audited consolidated financial statements to U.S. generally accepted accounting principles and as to the effectiveness of ourthe Company’s internal control over financial reporting.
During 2021, the Audit Committee met five times and regularly discussed the following with PwC, the Company’s management and/or the Company’s internal auditors:
•The Company’s annual audited financial statements, quarterly financial statements, earnings releases and Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;
•The performance of the Company’s internal audit function, including the evaluation of the effectiveness of the Company’s internal control over financial reporting, disclosure controls and procedures and risk management procedures;
•The Company’s critical accounting policies and its management’s application of these policies as they relate to the Company’s financial results, disclosures and other matters required by generally accepted auditing standards;
•The Company’s compliance with legal, tax, and regulatory requirements and the implications of any changes to applicable laws or regulations; and
•The performance, independence and qualifications of the independent auditor, including the rotation and engagement of the lead engagement partner.
A brief description of the primary responsibilities of the Audit Committee is included in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders in the section entitled “Directors, Executive Officers and Corporate Governance—Board Committees—Audit Committee.”
As part of its oversight role, the Audit Committee has reviewed and discussed with
management and the Company’s
independent auditor, PricewaterhouseCoopers LLP (“PwC”),management, the Company’s internal auditors and PwC, the Company’s audited consolidated financial statements for the year ended December 31,
2015,2021, and the Company’s disclosures in the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in the Company’s Annual Report on Form 10-K for the year ended December 31,
2015.2021.
The Audit Committee has also discussed with PwC all
required communications, including the matters required to be discussed
pursuant to Auditing Standards No. 16 adopted by the
applicable requirements of the PCAOB
and the U.S. Securities and Exchange Commission regarding
“Communication“Communications with Audit Committees.” In addition, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PwC the firm’s independence from the Company.
Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31,
2015.2021.
Members of the Audit Committee
PROPOSAL NO. 3—NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF
THE COMPANY’S NAMED EXECUTIVE OFFICERS
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement in the section entitled “Executive Compensation.” As an advisory vote, this proposal is not binding. However, the Board and the Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal, and expect to consider the outcome of the vote when making future compensation decisions for our named executive officers.
The text of the resolution with respect to Proposal No. 3 is as follows:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
As more fully discussed in the section entitled “Executive Compensation—Compensation—Compensation Discussion and Analysis,” the Company’s compensation programs are designed to motivate and reward business success and to increase stockholder value. The core objectives of these programs are to provide compensation arrangements that are stockholder value focused, market-based, performance-based and flexible. In particular, stockholders should note the following:
•A significant portion of our named executive officers’ total compensation is tied to the achievement of the Company’s financial goals and individual accomplishments that contribute to the Company’s success in the short- and long-term.
•Long-term equity incentive grants, which constitute a key component of our executive compensation, typically have a multi-year vesting period designed to motivate our named executive officers to make business decisions that, over the long-term, should increase the price of our common stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON A NON- BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
STOCKHOLDER PROPOSALS FOR THE
20172023 ANNUAL MEETING OF STOCKHOLDERS
If any stockholder wishes to propose a matter for consideration at our
20172023 Annual Meeting of Stockholders, the proposal should be mailed to the Company’s
Corporate Secretary at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174. To be eligible under the SEC rules for inclusion in the Company’s proxy statement and form of proxy relating to the
20172023 Annual Meeting of Stockholders, a proposal must be received by our Company’s
Corporate Secretary on or before December
22, 2016.23, 2022. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.
In addition, the Bylaws permit stockholders to nominate directors and present other business for consideration at our 20172023 Annual Meeting of Stockholders, but not for inclusion in the Company’s proxy statement and form of proxy relating to the 20172023 Annual Meeting of Stockholders. To make a director nomination or present other business for consideration at the 20172023 Annual Meeting of Stockholders, you must submit a timely notice in accordance with the procedures described in the current Bylaws. To be timely, a stockholder’s notice shallmust be delivered to the Company’s Corporate Secretary, at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174 not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Therefore, to be presented at our Annual Meeting to be held in 2017,2023, such a proposal must be received on or after November 22, 2016,23, 2022, but not later than 5:00 p.m. Eastern Time on December 22, 2016.23, 2022. In the event that the date of the Annual Meeting of Stockholders to be held in 20172023 is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, as originally convened, such notice by the stockholder must be so delivered not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made.
An eligible stockholder or group of stockholders that wants to nominate directors for inclusion in the Company’s proxy statement and form of proxy relating to the 2023 Annual Meeting of Stockholders pursuant to the proxy access provisions in the Bylaws must submit a timely notice in accordance with the procedures described in the Bylaws. To be timely, a stockholder’s notice must be received by the Company’s Corporate Secretary, at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174 on or after November 23, 2022, but not later than 5:00 p.m. Eastern Time on December 23, 2022. In the event that the date of the Annual Meeting of Stockholders to be held in 2023 is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, such notice by the stockholder must be so delivered not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such annual meeting is first made. Any such proposal
Director nominations will be considered
timely only if
it is otherwise in compliance with the requirements set forth in the
Bylaws.Bylaws, the charter of the Nominating and Governance Committee and the Company’s Corporate Governance Guidelines. See “Directors, Executive Officers and Corporate Governance—Board of Directors—Director Nominations Process.”
As of the date of this proxy statement, the Board does not know of any other matters which are likely to be brought before the Annual Meeting. The proxy card grants to the persons named in the proxy card,
or any validly substituted person, the
discretionary authoritypower to vote
in his or her discretion on
allany other
mattersmatter properly raised at the Annual Meeting.
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| By Order of the Board of Directors, |
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RICHARD H. SAUER |
Executive Vice President, General Counsel and | LOUIS J. CAPOCASALE |
| Corporate Secretary |
| April 22, 2022 | |
April 21, 2016
We make available, free of charge, on our website all of our filings that are made electronically with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. To access these filings, go to the Investor Relations section of our website, atwww.outfrontmedia.com. Copies of our Annual Report on Form 10-K for the year ended December 31, 2015,2021, including the related financial statements and schedules, filed with the SEC, are also available without charge to stockholders upon written request addressed to the Company’s Corporate Secretary, Richard H. Sauer,Louis J. Capocasale, at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, New York 10174. We may impose a reasonable fee for expenses associated with providing copies of separate exhibits to any SEC report when such exhibits are requested.OUTFRONT MEDIA INC.
C/O WELLS FARGO SHAREHOLDER SERVICES
1110 CENTRE POINT CURVE
SUITE 101
MENDOTA HEIGHTS, MN 55120-4100
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
61
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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E05281-P77033 | | KEEP THIS PORTION FOR YOUR RECORDS |
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| | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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| | OUTFRONT MEDIA INC. | | For All | | Withhold All | | For All Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | |
| | | | The Board of Directors recommends you vote FOR the following:
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| | | | 1. Election of One Class II Director Nominee
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| | | | Nominee:
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| | | | 01) Nicolas Brien
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| | The Board of Directors recommends you vote FOR proposals 2 and 3.
| | | | For | | Against | | Abstain | | |
| | | | | | 2. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as OUTFRONT Media Inc.’s independent registered public accounting firm for fiscal year 2016.
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| | | | | | 3. Approval, on a non-binding advisory basis, of the compensation of OUTFRONT Media Inc.’s named executive officers.
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| | | | | | NOTE:To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.
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| | | | | | This proxy is solicited on behalf of the Board of Directors of OUTFRONT Media Inc. The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s). If no direction is made, this proxy will be voted FOR items 1, 2 and 3. If any other matters properly come before the meeting, the persons named in this proxy will vote in their discretion.
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| | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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| | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 7, 2016:
The Notice and Proxy Statement and 2015 Annual Report to Stockholders are available atwww.proxyvote.com.
E05282-P77033
OUTFRONT MEDIA INC.
Annual Meeting of Stockholders
June 7, 2016, 10:00 AM EDT
This proxy is solicited by the Board of Directors
The undersigned stockholder(s) of OUTFRONT Media Inc., a Maryland corporation, hereby appoint(s) Jeremy M. Male andRichard H. Sauer, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of OUTFRONT MEDIA INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, EDT on June 7, 2016,at 605 Third Avenue, New York, NY 10158, and any postponement or adjournment thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders, Proxy Statement and the Annual Report to Stockholders, and hereby revokes any proxy heretofore given with respect to the Annual Meeting of Stockholders.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEE(S) LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
Continued and to be signed on reverse side
