OUTFRONT MEDIA INC (OUT)
Sector: Real Estate
2026 Annual Meeting Analysis
OUTFRONT MEDIA INC · Meeting: June 3, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Barrett joined the board in August 2025, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings relevant digital advertising expertise and no other policy flags are present.
As CEO and director, Brien is subject to the TSR trigger, but OUT's 3-year total return of +130.6% outperforms the peer group median by +120.5 percentage points, well above the 65-point threshold required to trigger a vote against, so no concern applies.
Carleton joined the board in June 2025, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings extensive finance and media industry experience.
Courtin has served since April 2017 and OUT's strong 3-year outperformance versus the peer group (+120.5 percentage points) does not trigger a vote against; she brings relevant advertising and marketing expertise.
Diaz has served since August 2014 and the company's strong stock performance during his tenure well exceeds all TSR thresholds; he brings legal and public service experience relevant to the company's government relationships.
Dominguez has served since June 2020 and the company's 3-year outperformance of +120.5 percentage points over the peer group does not trigger a vote against; he brings deep finance and corporate governance expertise.
Mathes has served since March 2014 and the company's exceptional TSR performance during his long tenure far exceeds all applicable thresholds; he brings relevant local and national advertising expertise.
Pangis joined the board in August 2025, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; she brings relevant advertising technology and media expertise.
Tolson has served since August 2014 and the company's strong outperformance over her tenure does not trigger any vote against; she brings investment management and public company board expertise including audit committee financial expert qualifications.
All nine director nominees receive a FOR vote. The company's 3-year total shareholder return of +130.6% outperforms the compensation peer group median by +120.5 percentage points, far exceeding the 65-point threshold that would be required to trigger a vote against any director. Three directors who joined in 2025 (Barrett, Carleton, and Pangis) are within the 24-month exemption window. No overboarding, attendance, independence, or familial relationship concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Nicolas Brien
Total Comp
$5,883,153
Prior Support
98%%
CEO total compensation of approximately $5.9 million reflects a transitional year in which Brien served first as Interim CEO and then as permanent CEO; the reported figure includes one-time appointment grants that inflate the headline number but represent multi-year incentive value. The compensation program is heavily performance-oriented — 86% of the CEO's annualized 2025 target pay was variable and at risk — with meaningful performance conditions including an Adjusted OIBDA metric (funded at 84% of target for equity awards and 95% of target for cash), plus a relative TSR component tied to a three-year measurement window, all supported by a strong clawback policy. With 98% shareholder support at the prior year's vote and stock performance that dramatically outpaced both the compensation peer group and the ^FNER — FTSE NAREIT All Equity REITs Index benchmark, there is no basis to vote against.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,894,650
Non-Audit Fees
$2,000
Non-audit fees for 2025 were just $2,000 against audit fees of $2,894,650, a ratio of less than 0.1%, far below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire per policy. PwC is a Big 4 firm appropriate for a $5.3 billion market cap company.
Overall Assessment
The 2026 OUTFRONT Media ballot is straightforward across all standard proposals: the full director slate earns FOR votes on the strength of exceptional 3-year total shareholder return that outpaces the compensation peer group by over 120 percentage points, the auditor ratification is clean with negligible non-audit fees, and Say on Pay merits support given a heavily performance-linked pay structure, 98% prior-year approval, and strong stock performance relative to both the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index. The equity plan amendment (Proposal 4) falls outside the scope of this policy and no determination is produced for it.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing