DEF 14A of OUTFRONT Media Inc., Apr 21, 2025

DEF 14A of OUTFRONT Media Inc.

Filed Apr 21, 2025 · FY20240001579877-25-000043

Open on EDGAR

  1. Board of Directors

    Board of Directors Our business and affairs are managed under the direction of the Board. The Company’s Charter (the “Charter”) provides that the number of directors on the Board is fixed exclusively by the Board pursuant to our Bylaws, but may not be fewer than the minimum required by Maryland law, which is currently one. The Bylaws provide that the Board will consist of not less than one and not more than 15 directors. The Board currently consists of seven directors. See “—Election of Directors.” During 2024, the Board held seven meetings and acted by unanimous written consent two times. In addition, a special committee of the Board held two meetings. Each director attended at least 75% of (1) the total number of meetings of the Board held during the period that such incumbent director 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 such director served during 2024. In addition to Board and committee meetings, directors are invited and expected to attend the Annual Meeting. All directors then serving attended the Company’s 2024 Annual Meeting of Stockholders. In accordance with the 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 2024, the Company’s non-management and independent directors met in executive session eight times, and the Lead Independent Director presided at all of the executive sessions except for one. The following table sets forth information as of April 1, 2025 regarding individuals who serve as members of the Board.

  2. Board of Directors

    | Name | Age | Position | | Nicolas Brien | 63 | Interim Chief Executive Officer and Director | | Angela Courtin | 51 | Director | | Manuel A. Diaz | 70 | Director | | Michael J. Dominguez | 55 | Chairman and Director | | Peter Mathes | 72 | Director | | Susan M. Tolson | 63 | Director | | Joseph H. Wender* | 80 | Director |

  3. Board of Directors

    *Lead Independent Director None of our directors is related to each other or any executive officer of the Company by blood, marriage or adoption. 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. The specific experiences, qualifications and skills that the Board considered in determining that such person should serve as a director are included in their biographies and also summarized in the following table:

  4. Board of Directors

    | | Nicolas Brien Member since 2014 Interim Chief Executive Officer and Director |

  5. Board of Directors

    Mr. Brien has served on the Board since October 2014 and as the Company’s Interim Chief Executive Officer since February 2025. Mr. Brien has held senior leadership roles at some of the most influential global organizations in the advertising, media, advertising technology and digital marketing industries, where he was responsible for leading the organizations through periods of rapid expansion and change. He served as Chief Executive Officer of Enthusiast Gaming Holdings Inc., a gaming media and entertainment company, from March 2023 to January 2024. Previously, he served as Chief Executive Officer of Amobee, Inc., an advertising technology company, from July 2021 to October 2022. He served as Chief Executive Officer, the Americas and U.S., of Dentsu Aegis Network Ltd., one of the world’s largest advertising, media and digital marketing agencies, from August 2017 to December 2019, and as a consultant to Dentsu Aegis Network Ltd. from January 2020 to March 2020. He also 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, from March 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.

  6. Board of Directors

    | | Angela Courtin Member since 2017 Independent Director |

  7. Board of Directors

    Ms. Courtin has served on the Board since April 2017. She has served as Vice President of the Americas and Brand Marketing at YouTube since February 2023, and as Global Head of YouTube TV and Originals Marketing from July 2017 to February 2023. 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.

  8. Board of Directors

    | | Manuel A. Diaz Member since 2014 Independent Director |

  9. Board of Directors

    Mr. Diaz has served on the Board since August 2014. He also serves and has served on a number of private company and not-for-profit boards. Mr. Diaz served as the chair of the Florida Democratic Party from January 2021 to January 2023. He also served as a senior partner at the law firm Lydecker LLP (formerly Lydecker Diaz, LLP) 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.

  10. Board of Directors

    | | Michael J. Dominguez Member since 2020 Chairman and Independent Director |

  11. Board of Directors

    Michael J. Dominguez has served on the Board since June 2020 and as the Chairman of the Board since February 2025. He has served as Chief Investment Officer and as a Senior Managing Director of Providence Equity Partners L.L.C since March 2021, as a Managing Director of Providence Equity Partners L.L.C. from January 2006 to March 2021, 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.

  12. Board of Directors

    | | Peter Mathes Member since 2014 Independent Director |

  13. Board of Directors

    Mr. Mathes has 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. 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.

  14. Board of Directors

    | | Susan M. Tolson Member since 2014 Independent Director |

  15. Board of Directors

    Ms. Tolson has served on the Board since August 2014. She served as an analyst and portfolio manager at Capital Research Company for over 20 years. Prior to that, Ms. Tolson spent two years with Aetna Investment Management Company. Ms. Tolson currently serves on the board of directors and chairs the audit committee of Take-Two Interactive Software, Inc. Ms. Tolson also served on the board of directors and the audit committee of Worldline E-Payment Services from May 2014 to June 2023, and on the board of directors of Lagardere Groupe from May 2011 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.

  16. Board of Directors

    | | Joseph H. Wender Member since 2014 Lead Independent Director |

  17. Board of Directors

    Mr. Wender has served on the Board since March 2014, and has served as Lead Independent Director since February 2015. He has served as an Advisory Director and as a 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. Mr. Wender served as a director of Grandpoint Capital, a bank holding company from January 2008 to June 2018 and as an Independent Trustee of the Schwab Family of Funds until December 2018. We believe Mr. Wender is qualified to serve as a member of the Board because with over 40 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.

  18. Election of Directors

    Election of Directors At the Annual Meeting, at the recommendation of the Board, six of our current members of the Board, Messrs. Brien, Diaz, Dominguez and Mathes and Mses. Courtin and Tolson, will stand for election and, if elected, such directors will serve until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify. As previously disclosed, on April 16, 2025, Mr. Wender informed the Company that he will retire and not stand for reelection at the Annual Meeting. Accordingly, Mr. Wender will retire as a director at the expiration of his term, effective as of the date of the Annual Meeting. For information regarding the applicable voting standards for the election of directors and the Company’s director resignation policy, see the section entitled “General Information About the Annual Meeting and Voting.”

  19. Director Compensation

    Director Compensation The Nominating and Governance Committee annually reviews and periodically recommends for the Board’s approval the form and amount of compensation for directors of the Company who are not employees of the Company or any of its subsidiaries (“Outside Directors”). Only Outside Directors are eligible to receive compensation for serving on the Board. In accordance with the charter of the Nominating and Governance Committee and the Company’s Corporate Governance Guidelines, the Nominating and Governance Committee (with 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 the calendar year of the grant).

  20. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information concerning the compensation of the Outside Directors for 2024.

  21. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Nicolas Brien(3) | 92,500 | 145,000 | — | 237,500 | | Angela Courtin | 92,500 | 145,000 | — | 237,500 | | Manuel A. Diaz | 92,500 | 145,000 | — | 237,500 | | Michael J. Dominguez | 82,500 | 145,000 | — | 227,500 | | Peter Mathes | 117,500 | 145,000 | — | 262,500 | | Susan M. Tolson | 117,500 | 145,000 | — | 262,500 | | Joseph H. Wender | 147,500 | 145,000 | — | 292,500 |

  22. 2024 Director Compensation Table

    (1) Reflects cash amounts earned in 2024 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 2024, see Note 14 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, 2024. (3) Effective February 10, 2025, Mr. Brien became the Company’s Interim Chief Executive Officer and accordingly ceased to be an Outside Director, resigned from his role as a member of the Compensation Committee, and no longer receives compensation for his service as a member of the Board. The following table shows the number of shares subject to outstanding RSUs held by each of the Outside Directors as of December 31, 2024. Each Outside Director received an automatic grant of 10,125 RSUs on June 3, 2024, and the grant date fair value for each grant was $145,000.

  23. 2024 Director Compensation Table

    | Name | Number of Shares Subject to Outstanding RSUs | | Nicolas Brien | 10,125 | | Angela Courtin | 10,125 | | Manuel A. Diaz | 10,125 | | Michael J. Dominguez | 10,125 | | Peter Mathes | 10,125 | | Susan M. Tolson | 10,125 | | Joseph H. Wender | 10,125 |

  24. Executive Summary

    | Summary of Key 2024 Compensation Actions | | | ✓ | Reviewed compensation peer group | | ✓ | Maintained pay-for-performance emphasis of compensation program | | ✓ | Continued to evaluate the mix of compensation to provide emphasis on long-term incentive equity grants | | ✓ | Total compensation increased for all NEOs as compared to 2023 | | ✓ | Paid cash bonuses equal to 111% of target | | ✓ | 2024 PRSUs were funded at 103% for surpassing threshold financial goals | | ✓ | Retained ClearBridge as the Committee’s independent compensation consultant |

  25. Evaluating 2024 Compensation and the Use of Market Data

    Evaluating 2024 Compensation and the Use of Market Data The Committee engaged ClearBridge to advise the 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. 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 2024, the Company considered compensation against a peer group selected by the Committee in consultation with ClearBridge. The Committee reviews and approves the compensation peer group annually. The compensation peer group was determined based on the following criteria:

  26. Evaluating 2024 Compensation and the Use of Market Data

    | 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 $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 with a similar business model to ours and have a meaningful portion of revenue from advertising sales as determined by an evaluation of such companies’ public disclosures. | | | Peers of Peers | Companies who are listed as a peer of the Company’s current peers as disclosed in such peers’ proxy statement. |

  27. Evaluating 2024 Compensation and the Use of Market Data

    For 2024, the Committee reviewed and approved the compensation peer group in October 2023 and determined at that time that other than the addition of Stagwell Inc. and Magnite, Inc., no changes should be made. Therefore, the Company’s compensation peer group for 2024 was comprised of the following 13 companies:

  28. Evaluating 2024 Compensation and the Use of Market Data

    | Company | Trailing 12-Month Revenue(1) | Market Capitalization(1) | | OUTFRONT Media Inc. | $1,831 | $2,945 | | Nexstar Media Group, Inc. | $5,407 | $4,901 | | IAC Inc. | $3,807 | $3,722 | | Gray Media, Inc.(2) | $3,644 | $330 | | Sinclair, Inc. | $3,548 | $1,072 | | TEGNA Inc. | $3,102 | $2,947 | | Stagwell Inc. | $2,841 | $1,754 | | The New York Times Company | $2,559 | $8,534 | | The E.W. Scripps Company | $2,510 | $191 | | AMC Networks Inc. | $2,421 | $437 | | Lamar Advertising Company | $2,212 | $12,461 | | Clear Channel Outdoor Holdings, Inc. | $1,505 | $670 | | Audacy, Inc. | $1,174 | $1 | | Magnite, Inc. | $668 | $2,240 |

  29. Evaluating 2024 Compensation and the Use of Market Data

    (1) As of December 31, 2024, except for Audacy, Inc., which reflects the most recent publicly available information as of June 30, 2024, due to its Chapter 11 bankruptcy filing. Dollars in millions. (2) Formerly named Gray Television, Inc., which was rebranded to Gray Media, Inc. in January 2025. 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 executive compensation, it does use market data as an initial reference point to understand the general market. Analyzed data is scoped to the Company’s revenue size and aged to a common date to ensure comparability. In 2024, the Committee reviewed data from the Willis Towers Watson Executive General Industry Survey and the Willis Towers Watson Tech, Media, and Gaming Industry Survey. No one company in these surveys was relied upon with respect to determining any of the Company’s compensation decisions. Because the Company is structured as a REIT, the Committee also considered pay practices among specialty REITs of comparable size to that of the Company based on revenue and market capitalization, similar to the size criteria used for the media peer group described above. For 2024, the Committee reviewed and approved the REIT comparison group and determined that no changes should be made to the REIT comparison group. Accordingly, the REIT comparison group for 2024 included the following specialty REITs: Digital Realty Trust, Inc., Extra Space Storage Inc., PotlatchDeltic Corporation, Uniti Group Inc., Rayonier Inc., and The Macerich Company.

  30. Performance-Based Compensation—Executive Cash Bonus Plan

    Performance-Based Compensation—Executive Cash Bonus Plan Overview Ultimately, the goal of the plan is to reward behaviors that create value for our stockholders. More specifically, the OUTFRONT Media Inc. Amended and Restated Executive Bonus Plan (the “Executive Bonus Plan”) is designed to motivate NEOs to: ✓ Grow top line revenue ✓ Manage and control costs ✓ Achieve rigorous individual goals that are linked to our strategic plan These behaviors are measured through financial metrics, and, to a lesser extent, qualitative metrics as illustrated in the table below.

  31. Performance-Based Compensation—Executive Cash Bonus Plan

    | 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% | | |

  32. Performance-Based Compensation—Executive Cash Bonus Plan

    | 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. The Company uses AFFO as the second metric 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 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 Executive Bonus Plan. As a media company that is also a REIT, these metrics are seen as critical to both our short-term performance and our long-term strategic plan, and are the most prominent two metrics tracked by our management and the investment community. |

  33. Performance-Based Compensation—Executive Cash Bonus Plan

    How the Plan Works The Committee has a process in place for setting goals and evaluating performance under the Executive Bonus 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 Executive Bonus Plan financial thresholds, targets and maximums for fiscal year 2024 using budgeted financial 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. In order for the quantitative financial component of 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 2024 and the percentage of target AFFO achieved for calendar year 2024, 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 compares the weighted average achievement of both financial metrics to a pre-defined bonus payout scale approved by the Committee in early 2024, 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 Interim 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 Interim 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 discretion to adjust any of the bonus payments, subject to any limitations set forth in the Executive Bonus Plan. This process is depicted in the flowchart below. Determining the 2024 Payout The chart below summarizes the Committee’s review of 2024 performance and the resulting Executive Bonus Plan payouts.

  34. Performance-Based Compensation—Executive Cash Bonus Plan

    | Financial Component Funding | | | | | | | | | Threshold Financial Performance Achieved | | | | In 2024, the Minimum Funding Threshold goal was achieved. Actual Adjusted OIBDA for cash bonus plan purposes was $462.0 million and actual AFFO was $306.9 million, of which actual Adjusted OIBDA and actual AFFO were greater than 80% of the threshold amount of $370.4 million and $229.2 million, respectively. | | | | | NEO Performance | | | | | | | | | Effective February 10, 2025, Mr. Brien became the Company’s Interim Chief Executive Officer and Mr. Male no longer served as the Company’s Chairman and Chief Executive Officer and as a member of the Board, with Mr. Male separating from the Company effective March 31, 2025. In early 2025, Mr. Brien reviewed and assessed the performance of each NEO, other than the Company’s former CEO, relative to the Company’s performance objectives outlined below, and discussed his assessment of each NEO’s performance with the Committee. Mr. Male was compensated for 2024 pursuant to the terms of his employment agreements with the Company, which were previously disclosed by the Company. The NEO and Company performance objectives in 2024 were as follows: | | | | | | | | | ✓ | Continue to enhance billboard revenues and improve transit revenue recovery, particularly in connection with the Company’s transit franchise agreement with the New York Metropolitan Transportation Authority (the “MTA”) | | | | | | | | ✓ | Continue conversions of static billboard to digital displays, and deploy new digital displays in key media markets | | | | | | | | ✓ | Reduce our leverage and increase our liquidity | | | | | | | | ✓ | Enhance technology of our business, assets and products, including the use of programmatic and direct sale advertising platform technologies | | | | | | | | ✓ | Continue to invest in human capital, corporate culture, and ESG initiatives | | | | | | | | ✓ | Renew six labor union agreements | | | | | | | | 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 2024 for these goals, and (3) the resulting weighted average performance achievement for 2024 for financial performance. | | | | | | | | | 2024 Performance Goal | | Weighting | Actual | Threshold | Target | Maximum | Achievement | | Adjusted OIBDA* | | 75% | $462.0 | $370.4 | $463.0 | $509.3 | 99.8% x 75% = 74.8% | | AFFO* | | 25% | $306.9 | $229.2 | $286.5 | $315.2 | 107.1% x 25% = 26.8% | | 2024 Weighted Average Financial Achievement (67%) | | | | | | | 101.6% of target = 116.2% of funding | | 2024 Individual Performance Funding (33%) | | | | | | | 100% | | 2024 Final Funding | | | | | | | 111% 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 “—Executive Summary—2024 Company Performance Highlights,” were further adjusted to exclude the results of the Company’s Canadian business, which was sold in 2024. | | | | | | | | | For 2024, the financial weighted average achievement of target Adjusted OIBDA and target AFFO was 101.6%, which resulted in 116.2% funding of the financial performance component of the bonus pool for our NEOs. The Committee applied the weighted average achievement of both metrics against the pre-defined bonus payout scale approved by the Committee in early 2024, as described above. Since the financial weighted average achievement for 2024 was at 101.6%, the financial portion of the bonus payout was funded at 116.2%, which represents 67% of the total bonus funding pool. | | | | | | | |

  35. Performance-Based Compensation—Executive Cash Bonus Plan

    | After reviewing Mr. Brien’s recommendations (other than with respect to the Company’s former CEO), 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 100% (which is equal to the target and 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 111%. | | | | | | 2024 Final Payouts | | | | | | NEO | Target Bonus (As a % of Base Salary) | Target Bonus ($) | Actual Bonus (As a % of Target Bonus Opportunity) | Actual Bonus ($) | | Jeremy J. Male(1)(5) | 115% | 1,610,000 | 111% | 1,787,100 | | Matthew Siegel(2) | 90% | 610,731 | 111% | 677,911 | | Andrew R. Sriubas(3)(5) | 85% | 552,500 | 111% | 613,275 | | Clive Punter(4)(5) | 85% | 552,500 | 111% | 613,275 | | Richard H. Sauer | 70% | 455,000 | 111% | 505,050 |

  36. Performance-Based Compensation—Executive Cash Bonus Plan

    (1) Effective February 10, 2025, Mr. Male no longer served as the Company’s Chairman and Chief Executive Officer and as a member of the Board, and separated from the Company effective March 31, 2025. (2) In February 2024, the Committee, in its discretion, increased Mr. Siegel’s (i) annual target bonus opportunity from 85% to 90% of his annual base salary, and (ii) annual base salary from $650,000 to $700,000, following a review of peer data and other factors, effective as of April 1, 2024. Mr. Siegel’s target bonus opportunity reflects proration of his base salary and target bonus increases. See “—Employment Agreements.” (3) Effective December 31, 2024, Mr. Sriubas separated from the Company. (4) Effective March 31, 2025, Mr. Punter separated from the Company. (5) Each of Messrs. Male, Sriubas and Punter were compensated for 2024 payouts pursuant to the terms of their respective employment agreements with the Company, which were previously disclosed by the Company.

  37. Performance-Based Compensation—Long-Term Equity Incentive Compensation

    Performance-Based Compensation—Long-Term Equity Incentive Compensation The Company provides long-term equity incentive compensation to the NEOs that is intended to: ✓ Balance stockholder alignment, line-of-sight to critical financial metrics and long-term retention ✓ Reflect typical market practice of our peer group ✓ Align with our stated pay-for-performance compensation philosophy The Company’s annual long-term equity incentive compensation is comprised of two separate components:

  38. Performance-Based Compensation—Long-Term Equity Incentive Compensation

    | Type of Long-Term Equity Incentive Compensation | Weighting | Overview | Rationale | | PRSUs | 60% | ✓ Earned based on one-year Adjusted OIBDA and AFFO performance weighted 75% and 25%, respectively | ✓ Based on financial metrics that are (1) directly linked to stock price growth, (2) market-competitive, and (3) used by management as an indicator of the Company’s performance | | | | ✓ Any earned PRSUs are also subject to ratable vesting over a three-year period following the grant date | ✓ Provides alignment with stockholders | | | | | ✓ Fosters retention | | TRSUs | 40% | ✓ Vests ratably over a three-year period following the grant date | ✓ Provides alignment with stockholders | | | | | ✓ Fosters retention |

  39. Performance-Based Compensation—Long-Term Equity Incentive Compensation

    On February 20, 2024, 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 2024 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.

  40. Performance-Based Compensation—Long-Term Equity Incentive Compensation

    | 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% |

  41. Performance-Based Compensation—Long-Term Equity Incentive Compensation

    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 similar financial metrics, PRSU awards utilize an interpolation scale with higher threshold and lower maximum payout levels, making it more difficult to achieve PRSU award payout levels at the top of the scale unless the Company significantly overperforms. As described above, Adjusted OIBDA and AFFO are measures that we use for managing our business, evaluating our operating performance, and planning and forecasting. Accordingly, we have historically set target financial goals that are rigorous in that the annual target goals set by the Committee have included a certain level of incremental Adjusted OIBDA and AFFO growth over each prior year’s actual results. The Committee considered a number of factors when establishing each NEO’s 2024 total grant value: ✓ Recommendations from the Company’s former Chief Executive Officer (excluding for his own role) based on the Company performance objectives described above ✓ Market data and consultation provided by ClearBridge ✓ Existing contractual obligations through employment agreements ✓ Potential levels of dilution ✓ Internal equity amongst the NEO group ✓ The desire to place more emphasis on long-term incentives from a pay mix perspective The table below provides the total 2024 grant-date value and the number of target PRSUs and TRSUs that were granted to each NEO.

  42. Performance-Based Compensation—Long-Term Equity Incentive Compensation

    | | Total 2024 | Number of Units Granted in 2024 | | | NEO | Grant Value | Target PRSUs | TRSUs | | Jeremy J. Male | $4,000,000 | 193,081 | 128,720 | | Matthew Siegel(1) | $2,250,000 | 108,608 | 72,405 | | Andrew R. Sriubas | $2,000,000 | 96,540 | 64,360 | | Clive Punter | $1,300,000 | 62,751 | 41,834 | | Richard H. Sauer | $800,000 | 38,616 | 25,744 |

  43. Performance-Based Compensation—Long-Term Equity Incentive Compensation

    (1) In February 2024, following a review of peer data and other factors, the Committee, in its discretion, increased Mr. Siegel’s annual long-term incentive target opportunity from $2,000,000 to $2,250,000. See “—Employment Agreements.” In February 2025, the Committee determined the threshold level of Adjusted OIBDA and AFFO performance was attained (as described above for the Executive Bonus Plan for 2024) and, accordingly, the number of PRSUs actually earned based on the Company’s performance relative to the performance goals established by the Committee for the 2024 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 2024, we achieved 101.6% of the weighted average achievement of a combination of target Adjusted OIBDA and target AFFO, which resulted in final PRSUs eligible to vest at 103% of target PRSUs. The table below sets forth the number of PRSUs earned in 2024 and eligible to vest in accordance with the time-based vesting schedule described below.

  44. Performance-Based Compensation—Long-Term Equity Incentive Compensation

    | NEO | Target Number of PRSUs in 2024 | Actual Number of PRSUs Earned Based on 2024 Performance | | Jeremy J. Male | 193,081 | 198,873 | | Matthew Siegel | 108,608 | 111,866 | | Andrew R. Sriubas(1) | 96,540 | 96,540 | | Clive Punter | 62,751 | 64,633 | | Richard H. Sauer | 38,616 | 39,774 |

  45. Performance-Based Compensation—Long-Term Equity Incentive Compensation

    (1) Effective December 31, 2024, Mr. Sriubas separated from the Company. Pursuant to the term of his employment agreement, Mr. Sriubas received accelerated vesting of his PRSU award at the target number granted. 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. 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. Once earned, 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. As described below, going forward, we will use a one-year performance period for only a portion of PRSU awards, with the remaining portion of PRSU awards being subject to a three-year performance period and utilizing different financial metrics. The TRSUs and any PRSUs actually earned generally vest in substantially equal installments over a three-year vesting period from the date of grant subject to each NEO’s respective continued employment through the applicable vesting date and the terms of such NEO’s 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.

  46. 2025 Updates to PRSU Grants and Interim Chief Executive Officer Grant

    | Type of Long-Term Equity Incentive Compensation | Weighting | Overview | Rationale | | PRSUs | 60% | ✓ 60% (36% of the total RSU award) earned based on one-year Adjusted OIBDA performance. Any earned PRSUs are also subject to ratable vesting over a three-year period following the grant date | ✓ Based on financial metrics that are (1) directly linked to stock price growth including growth relative to the Company’s peers, (2) market-competitive, and (3) used by management as an indicator of the Company’s performance | | | | ✓ 40% (24% of the total RSU award) earned based on the Company’s TSR relative to the TSRs of the companies in a custom peer group (the “Peer Group”) based on a three-year performance period (the “TSR PRSU Grants”). Any earned PRSUs will cliff vest in full on the third anniversary of the award grant date | ✓ Differentiates long-term incentive compensation metrics from short-term incentive compensation metrics with addition of a relative TSR metric and the elimination of the AFFO metric. | | | | | ✓ Provides alignment with stockholders | | | | | ✓ Fosters retention | | TRSUs | 40% | ✓ Vests ratably over a three-year period following the grant date | ✓ Provides alignment with stockholders | | | | | ✓ Fosters retention |

  47. 2025 Updates to PRSU Grants and Interim Chief Executive Officer Grant

    The TSR PRSU Grants performance metric is based on the Company’s TSR relative to the TSRs of the Peer Group as of January 1, 2025, measured over a three-year performance period from January 1, 2025 to December 31, 2027, with the number of PRSUs eligible to vest ranging from 0% to 200% of target based on a percentile ranking of the Company’s relative TSR. Subject to the performance condition, these TSR PRSU Grants will cliff vest in full on the third anniversary of the award grant date. Except with respect to the performance condition and the time-vesting period, the terms and conditions of the TSR PRSU 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 TSR PRSU Grants is set forth below. If the performance achievement results in a relative ranking between the 25th and 75th percentile, the grant payout is determined by linear interpolation. The Committee may exercise discretion to adjust any of the TSR PRSU Grants, subject to any limitations set forth in the Omnibus SIP.

  48. 2025 Updates to PRSU Grants and Interim Chief Executive Officer Grant

    | Level of Performance (Relative TSR Percentile Rank) | Level of Payout (Relative to Target Amount of TSR PRSU Grants) | | Below 25th Percentile | 0% | | 25th Percentile | 50% | | 50th Percentile | 100% | | 75th Percentile and above | 200% |

  49. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents summary information regarding the compensation awarded to, earned by, or paid to each of the NEOs for services rendered to us for the years ended December 31, 2024, 2023 and 2022, as applicable.

  50. 2024 Summary Compensation Table

    | Name and Principal Position(a) | Year (b) | Salary ($)(c)(1) | Bonus ($)(d) | Stock Awards ($)(e)(2) | Option Awards ($)(f) | Non-Equity Incentive Plan Compensation ($)(g)(1)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(h) | All Other Compensation ($)(i)(4) | Total ($)(j) | | Jeremy J. Male | 2024 | 1,400,000 | — | 3,999,986 | — | 1,787,100 | — | 1,260 | 7,188,346 | | Former Chairman and Chief | 2023 | 1,400,000 | — | 3,999,989 | — | 1,046,500 | — | 1,260 | 6,447,749 | | Executive Officer | 2022 | 1,387,692 | — | 3,999,975 | — | 2,425,649 | — | 1,260 | 7,814,576 | | Matthew Siegel | 2024 | 687,500 | — | 2,249,992 | — | 677,911 | — | 12,894 | 3,628,297 | | Executive Vice President, | 2023 | 650,000 | — | 1,999,995 | — | 359,125 | — | 13,244 | 3,022,364 | | Chief Financial Officer | 2022 | 650,000 | — | 1,999,975 | — | 839,800 | — | 60,375 | 3,550,150 | | Andrew R. Sriubas | 2024 | 650,000 | — | 1,999,987 | — | 613,275 | — | 31,269 | 3,294,531 | | Former Executive Vice President, | 2023 | 650,000 | — | 1,999,995 | — | 359,125 | — | 30,744 | 3,039,864 | | Chief Commercial Officer | 2022 | 650,000 | — | 1,999,975 | — | 839,800 | — | 56,875 | 3,546,650 | | Clive Punter | 2024 | 650,000 | — | 1,299,992 | — | 613,275 | — | 31,269 | 2,594,536 | | Former Executive Vice President, | 2023 | 650,000 | — | 1,299,982 | — | 359,125 | — | 12,369 | 2,321,476 | | Chief Revenue Officer | 2022 | 650,000 | — | 1,299,970 | — | 839,800 | — | 11,494 | 2,801,264 | | Richard H. Sauer | 2024 | 650,000 | — | 799,995 | — | 505,050 | — | 12,832 | 1,967,877 | | Executive Vice President, | 2023 | 650,000 | — | 799,998 | — | 295,750 | — | 12,369 | 1,758,117 | | General Counsel | 2022 | 626,923 | — | 799,970 | — | 655,901 | — | 11,287 | 2,094,081 |

  51. 2024 Summary Compensation Table

    (1)Salary and Non-Equity Incentive Plan Compensation for 2024 include amounts deferred under qualified and non-qualified arrangements. (2)For stock awards made in 2024, 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 2024 to Messrs. Male, Siegel, Sriubas, Punter and Sauer (representing $2,399,997, $1,349,997, $1,199,992, $779,995 and $479,997, 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 $2,879,996, $1,619,997, $1,439,991, $935,994 and $575,996, respectively. The assumptions upon which these amounts are based are set forth in Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In February 2025, the Committee determined the threshold level of Adjusted OIBDA and AFFO performance for the 2024 annual PRSUs was attained, which based on weighted average achievement of a target Adjusted OIBDA and target AFFO resulted in final 2024 annual PRSUs eligible to vest at 103% of target. See “—Compensation Discussion and Analysis—Elements of 2024 NEO Compensation—Performance-Based Compensation—Long-Term Equity Incentive Compensation.” (3)Amounts represent the annual bonus earned for 2024 under the Executive Bonus Plan. See “—Compensation Discussion and Analysis—Elements of 2024 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 2024:

  52. 2024 Summary Compensation Table

    | 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 | 12,075 | — | 819 | 12,894 | | Andrew R. Sriubas | 12,075 | 18,375 | 819 | 31,269 | | Clive Punter | 12,075 | 18,375 | 819 | 31,269 | | Richard H. Sauer | 12,013 | — | 819 | 12,832 |

  53. 2024 Grants of Plan-Based Awards

    2024 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 Executive Bonus Plan and the Omnibus SIP for the year ended December 31, 2024.

  54. 2024 Grants of Plan-Based Awards

    | | | 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 | 2/20/2024 | 2/20/2024 | — | — | — | — | — | — | 128,720(4) | — | — | 1,599,990 | | | 2/20/2024 | 2/20/2024 | — | — | — | 115,849(5) | 193,081(5) | 231,697(5) | — | — | — | 2,399,997 | | | — | — | 805,000 | 1,610,000 | 3,220,000 | — | — | — | — | — | — | — | | Matthew Siegel | 2/20/2024 | 2/20/2024 | — | — | — | — | — | — | 72,405(4) | — | — | 899,994 | | | 2/20/2024 | 2/20/2024 | — | — | — | 65,165(5) | 108,608(5) | 130,330(5) | — | — | — | 1,349,997 | | | — | — | 305,366 | 610,731 | 1,221,462 | — | — | — | — | — | — | — | | Andrew R. | 2/20/2024 | 2/20/2024 | — | — | — | — | — | — | 64,360(4) | — | — | 799,995 | | Sriubas | 2/20/2024 | 2/20/2024 | — | — | — | 57,924(5) | 96,540(5) | 115,848(5) | — | — | — | 1,199,992 | | | — | — | 276,250 | 552,500 | 1,105,000 | — | — | — | — | — | — | — | | Clive Punter | 2/20/2024 | 2/20/2024 | — | — | — | — | — | — | 41,834(4) | — | — | 519,997 | | | 2/20/2024 | 2/20/2024 | — | — | — | 37,651(5) | 62,751(5) | 75,301(5) | — | — | — | 779,995 | | | — | — | 276,250 | 552,500 | 1,105,000 | — | — | — | — | — | — | — | | Richard H. | 2/20/2024 | 2/20/2024 | — | — | — | — | — | — | 25,744(4) | — | — | 319,998 | | Sauer | 2/20/2024 | 2/20/2024 | — | — | — | 23,170(5) | 38,616(5) | 46,339(5) | — | — | — | 479,997 | | | — | — | 227,500 | 455,000 | 910,000 | — | — | — | — | — | — | — |

  55. 2024 Grants of Plan-Based Awards

    (1)The “Committee Action Date” refers to the date on which the Committee approved the equity grant. See “—Compensation Discussion and Analysis—Elements of 2024 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 2024 for each participating NEO. The actual bonus earned for 2024 was determined by the Committee in early 2025, as described above under “—Compensation Discussion and Analysis—Elements of 2024 NEO Compensation—Performance-Based Compensation—Executive Cash Bonus Plan,” and is set forth in the “Non-Equity Incentive Plan Compensation” column of the 2024 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 2024, 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 2024, 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 2024 annual long-term equity incentive award granted to each participating NEO under the Omnibus SIP, described under “—Compensation Discussion and Analysis—Elements of 2024 NEO Compensation—Performance-Based Compensation—Long Term Equity Incentive Compensation.” The 2024 annual TRSUs were granted under the Omnibus SIP and generally vest in equal installments on each of February 20, 2025, 2026 and 2027, subject to the NEO’s continued service on each applicable vesting date and the terms of such NEO’s employment agreement and/or equity awards. (5)Amounts shown in these columns represent the PRSU portion of the 2024 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 2024 was determined by the Committee in early 2025, as described under “—Compensation Discussion and Analysis—Elements of 2024 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 2024. 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 2024. To the extent earned, the PRSUs generally vest in equal installments on each of February 20, 2025, 2026 and 2027, subject to the NEO’s continued service on each applicable vesting date and the terms of such NEO’s employment agreement and/or equity awards. In February 2025, the Committee determined the threshold level of Adjusted OIBDA and AFFO performance was attained for the 2024 annual PRSUs, which based on weighted average achievement of a combination of target Adjusted OIBDA and target AFFO, resulted in final 2024 annual PRSUs eligible to vest at 103% of target PRSUs.

  56. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 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, 2024, including PRSUs and TRSUs that were granted in 2022, 2023 and 2024. 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, 2024, the last trading day of 2024, which was $18.18, as retroactively adjusted following the reverse stock split on the Company's common stock effectuated on January 17, 2025. For a discussion of the reverse stock split, see Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  57. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | 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 (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Jeremy J. Male | 2/20/2022 | — | — | — | — | 56,511 | 1,027,370 | — | — | | | 2/20/2023 | — | — | — | — | 110,671 | 2,011,999 | — | — | | | 2/20/2024 | — | — | — | — | 327,593 | 5,955,641 | — | — | | Matthew Siegel | 2/20/2022 | — | — | — | — | 28,255 | 513,676 | — | — | | | 2/20/2023 | — | — | — | — | 55,337 | 1,006,027 | — | — | | | 2/20/2024 | — | — | — | — | 184,271 | 3,350,047 | — | — | | Andrew R. Sriubas(2) | 2/20/2022 | — | — | — | — | — | — | — | — | | | 2/20/2023 | — | — | — | — | — | — | — | — | | | 2/20/2024 | — | — | — | — | — | — | — | — | | Clive Punter | 2/20/2022 | — | — | — | — | 18,366 | 333,894 | — | — | | | 2/20/2023 | — | — | — | — | 35,968 | 653,898 | — | — | | | 2/20/2024 | — | — | — | — | 106,467 | 1,935,570 | — | — | | Richard H. Sauer | 2/20/2022 | — | — | — | — | 11,302 | 205,470 | — | — | | | 2/20/2023 | — | — | — | — | 22,135 | 402,414 | — | — | | | 2/20/2024 | — | — | — | — | 65,518 | 1,191,117 | — | — |

  58. 2024 Outstanding Equity Awards at Fiscal Year-End

    (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 TRSUs, and annual PRSUs (subject to time-based vesting after December 31, 2024) reflecting actual achievement of the applicable performance metrics for annual PRSUs granted in 2022, 2023 and 2024. The material terms governing such awards are described above under “—Compensation Discussion and Analysis—Elements of 2024 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 such NEO’s employment agreement and/or equity award. See “—Employment Agreements” and “—Potential Payments Upon Termination or Change in Control.” (2) Mr. Sriubas’s outstanding RSUs vested in full on December 31, 2024 in connection with his separation from the Company pursuant to the terms of his employment agreement and are reported in the 2024 Option Exercises and Stock Vested table below.

  59. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Grant Date | Stock Awards Vesting Schedule | | 2/20/2022 | Vests annually in three equal installments beginning on February 20, 2023 | | 2/20/2023 | Vests annually in three equal installments beginning on February 20, 2024 | | 2/20/2024 | Vests annually in three equal installments beginning on February 20, 2025 |

  60. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table sets forth information concerning the vesting of stock awards with respect to the NEOs for the year ended December 31, 2024.

  61. 2024 Option Exercises and Stock Vested

    | | 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 | — | — | 172,677 | 2,146,375 | | Matthew Siegel | — | — | 86,341 | 1,073,219 | | Andrew R. Sriubas | — | — | 335,178 | 5,464,515 | | Clive Punter | — | — | 56,337 | 700,269 | | Richard H. Sauer | — | — | 35,404 | 440,071 |

  62. 2024 Pension Benefits

    2024 Pension Benefits The Company does not provide any qualified or non-qualified defined benefit pension plan participation to its NEOs.

  63. 2024 Non-qualified Deferred Compensation

    2024 Non-qualified Deferred Compensation Except as described below, none of our NEOs participated in a non-qualified deferred compensation arrangement in 2024. The following table sets forth information concerning non-qualified deferred compensation with respect to the NEOs for the year ended December 31, 2024.

  64. 2024 Non-qualified Deferred Compensation

    | 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 | — | | — | | 36,908 | — | 747,937 | | Andrew R. Sriubas | Outfront Media Excess 401(k) Plan | 79,900 | | 18,375 | | 130,421 | — | 1,268,627 | | Clive Punter | Outfront Media Excess 401(k) Plan | 30,850 | — | 18,375 | — | 42,897 | — | 481,041 | | Richard H. Sauer | — | — | | — | | — | — | — |

  65. 2024 Non-qualified Deferred Compensation

    (1) The amount reported is included in the “Salary” column of the 2024 Summary Compensation Table. (2) The amount reported is included in the “All Other Compensation” column of the 2024 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 2024 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 2024 Summary Compensation Table: $219,498 with respect to Mr. Siegel and $283,268 with respect to Mr. Sriubas.

  66. Description of Non-qualified Deferred Compensation

    Description of Non-qualified Deferred Compensation Set forth below is information with respect to the plan under which deferral of compensation is reflected in the table above.

  67. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control During 2024, 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 such NEO’s employment had terminated as of December 31, 2024, 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 Internal Revenue Code of 1986, as amended (the “Code”). Receipt of the payments and benefits shown below upon a termination without “Cause” or for “Good Reason”, each as defined below, or termination following a “Change in Control” (as defined in each of the 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. To estimate the payment amounts, the Company used the closing price of our common stock on December 31, 2024, the last trading day of 2024, which was $18.18, as retroactively adjusted following the reverse stock split on the Company's common stock effectuated on January 17, 2025. For a discussion of the reverse stock split, see Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  68. Potential Payments upon Termination or Change in Control

    | 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 | — | — | — | — | — | — | 8,995,010 | 8,995,010 | | Without Cause or Good Reason termination | 1,400,000 | 1,610,000 | — | — | 31,063 | 100,000 | 8,889,711 | 12,030,774 | | Termination following Change in Control(7) | 4,200,000 | 4,830,000 | — | — | 93,189 | 100,000 | 8,889,711 | 18,112,900 | | Disability(8) | — | — | 805,000 | — | — | 100,000 | 8,889,711 | 9,794,711 | | Death | — | — | — | — | — | — | 8,889,711 | 8,889,711 | | Matthew Siegel | | | | | | | | | | Termination for Cause | — | — | — | — | — | — | — | — | | Voluntary termination without Good Reason | — | — | — | — | — | — | — | — | | Without Cause or Good Reason termination | 700,000 | 630,000 | — | — | 25,047 | — | 2,113,643 | 3,468,690 | | Termination following Change in Control(7) | 1,400,000 | 1,260,000 | — | — | 50,094 | — | 4,810,519 | 7,520,613 | | Disability(8) | — | — | 315,000 | — | — | — | 4,810,519 | 5,125,519 | | Death | — | — | — | — | — | — | 4,810,519 | 4,810,519 | | Andrew R. Sriubas(9) | | | | | | | | | | Termination for Cause | — | — | — | — | — | — | — | — | | Voluntary termination without Good Reason | — | — | — | — | — | — | — | — | | Without Cause or Good Reason termination | 650,000 | 552,500 | — | — | 30,812 | — | 4,444,865 | 5,678,177 | | Termination following Change in Control(7) | — | — | — | — | — | — | — | — | | Disability(8) | — | — | — | — | — | — | — | — | | Death | — | — | — | — | — | — | — | — |

  69. Potential Payments upon Termination or Change in Control

    | 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 | — | — | — | 10,297 | — | 2,889,147 | 3,549,444 | | Termination following Change in Control(7) | 1,300,000 | 1,105,000 | — | — | 20,594 | — | 2,889,147 | 5,314,741 | | Disability(8) | — | — | 276,250 | — | — | — | 2,889,147 | 3,165,397 | | Death | — | — | — | — | — | — | 2,889,147 | 2,889,147 | | Richard H. Sauer | | | | | | | | | | Termination for Cause | — | — | — | — | — | — | — | — | | Voluntary termination without Good Reason | — | — | — | — | — | — | — | — | | Without Cause or Good Reason termination | 650,000 | — | — | — | 25,047 | — | 1,777,949 | 2,452,996 | | Termination following Change in Control(7) | 1,300,000 | 910,000 | — | — | 50,094 | — | 1,777,949 | 4,038,043 | | Disability(8) | — | — | 227,500 | — | — | — | 1,777,949 | 2,005,449 | | Death | — | — | — | — | — | — | 1,777,949 | 1,777,949 |

  70. Potential Payments upon Termination or Change in Control

    (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, 2024 through December 31, 2024). See “—2024 Summary Compensation Table” and “—Employment Agreements.” (2) With respect to a termination without “Cause” or for “Good Reason”, the amount 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 calendar year in which the death occurs. Assuming a December 31, 2024 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, $1,787,100; Siegel, $677,911; Sriubas, $613,275; Punter, $613,275; and Sauer, $505,050 (4) With respect to a termination without “Cause” or for “Good Reason,” the amounts shown reflect our cost of providing continued health insurance benefits for twelve months following the termination date for each of Messrs. Male, Siegel, Sriubas, Punter, and Sauer as provided in their respective employment agreements. In the event of termination following a Change in Control, the amounts shown reflect our cost of providing continued health insurance benefits for three years following the termination date for Mr. Male, and two years following the termination date for each of Messrs. Siegel, Sriubas, Punter and Sauer. (5) Effective March 31, 2025, Mr. Male separated from the Company. Pursuant to the Letter Agreement, Mr. Male’s separation would be a resignation for “Good Reason” under the 2017 employment agreement, and Mr. Male would be entitled to the payments and benefits provided for thereunder. Pursuant to the Letter Agreement, Mr. Male would have received, and did receive payment of $100,000 in lieu of the reimbursement obligations contained in the 2017 employment agreement associated with his and his family’s repatriation back to the United Kingdom. (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, 2024, which was $18.18, as retroactively adjusted following the reverse stock split on the Company's common stock effectuated on January 17, 2025. For a discussion of the reverse stock split, see Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The inclusion of the annual PRSUs awarded during 2024 reflects 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 2024 reflecting actual achievement of the applicable performance conditions. See “—2024 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 2022, 2023 and 2024 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. (9) Effective December 31, 2024, Mr. Sriubas separated from the Company, and pursuant to his employment agreement, Mr. Sriubas’s separation would be a termination without “Cause.” Upon either a termination without “Cause” or for “Good Reason,” Mr. Sriubas would have received, and did receive, the amounts reflected above. None of the NEO’s employment arrangements provide for (1) post-termination payments and benefits solely in the event of a Change in Control (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.

  71. CEO Pay Ratio

    CEO Pay Ratio Ratio of CEO Pay to Median Employee Pay. The annual total compensation of our median employee for 2024 was $90,060. As disclosed in the section entitled “—2024 Summary Compensation Table” our former Chief Executive Officer’s annual total compensation for 2024 was $7,188,346. Based on this information for 2024, the ratio of the compensation of the former Chairman and Chief Executive Officer to the median annual total compensation of all other employees was reasonably estimated to be 80 to 1. How We Identified the Median Employee. As a result of the change in our employee population due to the Company’s divestiture of its Canadian business in 2024, we identified a new median employee in 2024 by first identifying our total employee population as of December 31, 2024, which included only our U.S. employees as of December 31, 2024, and in accordance with the SEC rules, excluded our former 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, 2024 to December 31, 2024, which we annualized for any employee who did not work for the entire year, to determine the median employee. 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.

  72. Pay Versus Performance

    Pay Versus Performance

  73. Pay Versus Performance Tables

    Pay Versus Performance Tables The following table sets forth information concerning the compensation actually paid to our former Chief Executive Officer and to our other NEOs compared to the Company performance for the years ended December 31, 2024, 2023, 2022, 2021 and 2020. The disclosure included in this section is prescribed by the SEC rules and does not necessarily align with how the Company or the Committee views the link between the Company’s performance and its NEOs’ pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see the section entitled “—Compensation Discussion and Analysis.” The Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  74. Pay Versus Performance Tables

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Pay for PEO(1)(2) | Compensation Actually Paid to PEO(3)(4) | Average Summary Compensation Table Pay for Non-PEO Named Executive Officers(1)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3)(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(5) | Net Income (Loss)(6) | Adjusted OIBDA(6)(7) | | 2024 | $7,188,346 | $9,727,800 | $2,871,310 | $3,987,276 | $87 | $91 | $258.2 | $464.8 | | 2023 | 6,447,749 | 5,138,721 | 2,535,455 | 2,064,835 | 62 | 98 | (425.2) | 456.2 | | 2022 | 7,814,576 | 4,038,555 | 2,998,036 | 1,433,928 | 67 | 81 | 147.9 | 472.4 | | 2021 | 9,324,031 | 12,674,219 | 3,752,521 | 5,062,288 | 102 | 116 | 35.6 | 340.3 | | 2020 | 5,541,493 | 2,629,435 | 2,259,925 | 1,080,652 | 74 | 115 | (61.0) | 233.3 |

  75. Pay Versus Performance Tables

    _______________ (1)For each year shown, the Company’s former Chief Executive Officer, or principal executive officer (“PEO”) was Mr. Male and the other, non-PEO NEOs (“Other NEOs”) were Messrs. Siegel, Sriubas, Punter and Sauer. (2)The values reflected in this column reflect the “Total” compensation set forth in the 2024 Summary Compensation Table (“SCT”). See the footnotes to the SCT for further detail regarding the amounts in this column. (3)In accordance with the SEC rules, the “Actual Pay” reflected in this column is computed by (i) subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then, (ii) adding the fair value as of the end of the fiscal year of awards granted during the year that are outstanding and unvested as of the end of the year, (iii) adding the change in fair value from the last day of the prior year to the last day of the reported year of equity awards that are outstanding and unvested, (iv) adding the change in fair value of awards (or portion thereof) that vested in the reported year as of the vesting date, compared to the fair value from the last day of the prior year, (v) adding the value of accrued dividends paid in the reporting year, (vi) subtracting the fair value as of the last day of the prior year of equity awards that forfeited during the reported year. Fair values of awards are computed in a manner consistent with the fair value methodology used to account for share-based payments in the Company’s financial statements completed according to the U.S. generally accepted accounting principle (“GAAP”). The application of fair values as of the end of the fiscal year 2024 to compute the “Actual Pay” values in this table were calculated using the closing price of a share of our common stock on the NYSE on December 31, 2024, the last trading day of 2024, which was $17.74, but not retroactively adjusting for the reverse stock split on the Company’s common stock effectuated on January 17, 2025. For a discussion of the reverse stock split and the related retroactive accounting, see Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  76. Pay Versus Performance Tables

    | | 2024 | | | | PEO | Other NEOs (Average) | | SCT total | 7,188,346 | 2,871,310 | | Minus SCT “Stock Awards” column value | (3,999,986) | (1,587,491) | | Plus the fair value as of end of fiscal year of awards granted during year that are outstanding and unvested as of end of year | 5,811,500 | 2,106,660 | | Plus the change in fair value from last day of prior year to last day of year of equity awards that are outstanding and unvested | 631,948 | 215,917 | | Plus the change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year | (264,196) | 128,241 | | Plus the value of accrued dividends paid in the reporting year | 360,188 | 252,639 | | Total Compensation Actually Paid | 9,727,800 | 3,987,276 |

  77. Pay Versus Performance Tables

    (4)The PRSU portion of the one-time long-term equity incentive awards granted to the PEO and Other NEOs in 2021 had an estimated grant date fair value of $28.54 per unit as of February 20, 2021, and a total fair value of $44.21 per unit based on the probable outcome of the performance conditions as of December 31, 2021. (5)Reflects the cumulative TSR of the Company and the cumulative TSR of the Standard & Poor’s 500 (“S&P 500”) Media Industry Index, as applicable, for the year ended December 31, 2020, the two-years ended December 31, 2021, the three-years ended December 31, 2022, the four-years ended December 31, 2023 and the five-years ended December 31, 2024, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. (6)Amounts in millions. Values previously reported as of December 31, 2023 reflect accounting restatements as described in our Annual report on Form 10-K for the year ended December 31, 2024. (7)The SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not TSR or net income) used by the Company to link the “Actual Pay” of our NEOs for the most recently completed fiscal year to our performance. We selected Adjusted OIBDA as this measure for 2024. Adjusted OIBDA is a non-GAAP measure. For reconciliations of operating income to Adjusted OIBDA referenced throughout this section, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Analysis of Results of Operations—Reconciliation of Non-GAAP Financial Measures,” on pages 43-44 of our Annual Report on Form 10-K for the year ended December 31, 2024. This performance measure may not have been the most important financial performance measure for years presented in this section and we may determine a different financial performance measure to be the most important financial performance measure in future years. The following graphs illustrate the relationship, during the period beginning January 1, 2020 and ending December 31, 2024, of the compensation actually paid to our PEO and the average compensation actually paid to our Other NEOs (each as set forth in the table above), to (i) the Company’s cumulative TSR and the cumulative TSR of the constituent companies in the S&P 500 Media Industry Index, which represents the peer group below, (ii) our GAAP net income, and (iii) our Adjusted OIBDA, in each case, as set forth in the table above.

  78. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS Upon the recommendation of the Nominating and Governance Committee, the full Board has considered and nominated the following slate of individuals for election as directors at the Annual Meeting, each to serve until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies: Nicolas Brien, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Peter Mathes and Susan M. Tolson. Action will be taken at the Annual Meeting for the election of these director nominees. Unless otherwise instructed, the persons named in the form of proxy card attached to this proxy statement intend to vote the proxies received by them “FOR” the election of each of Nicolas Brien, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Peter Mathes and Susan M. Tolson. If, for any reason, any of the director nominees become unavailable for election, the persons named in the form of proxy card, or any validly substituted individual, may exercise his or her discretion to vote for substitute nominees proposed by the Board. Each of the director nominees has indicated that such director nominee will be able to serve if elected and has agreed to do so. The relevant experiences, qualifications, attributes or skills of each director nominee that led the Board to recommend the above individuals as nominees for director are described in the section entitled “Directors, Executive Officers and Corporate Governance.”

  79. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE. |