OUTFRONT Media Inc.OUT
OUTFRONT Media Inc. Stock Compensation Disclosure
Stock-Based Compensation
The total fair value of RSUs and PRSUs that vested was $30.0 million during 2025, $30.1 million during 2024 and $36.2 million during 2023.
Under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Stock Plan”), we have 19,575,000 shares of our common stock reserved for issuance. Under the Stock Plan, the board of directors is authorized to grant awards of options to purchase shares of our common stock, stock appreciation rights, restricted and unrestricted stock, restricted share units (“RSUs”), dividend equivalents, performance awards, including performance-based restricted share units (“PRSUs”), and other equity-related awards and cash payments to all of our employees and non-employee directors and employees of our subsidiaries. In addition, consultants and advisors who perform services for us and our subsidiaries may, under certain conditions, receive grants under the Stock Plan.
RSUs and PRSUs accrue dividend equivalents in amounts equal to the regular cash dividends paid on our common stock and will be paid in either cash or stock. Accrued dividend equivalents payable in stock shall convert to shares of our common stock on the date of vesting.
Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three-year service period. For PRSU awards, the number of shares an employee earns may range from 0% to 120% based on the outcome of a one-year performance condition.
Compensation expense is recorded based on the probable outcome of the performance condition. On an annual basis, our board of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met. Forfeitures of RSUs are recorded as incurred. Adjustments are made to compensation expense based on actual forfeitures.
In the first quarter of 2025, the Company updated its long-term equity incentive compensation program for the Company’s executive officers and certain other employees by adding a relative total shareholder return (“TSR”) financial measure and removing adjusted funds from operations as a financial measure for the allocation and calculation of PRSUs awards. The Company modified the vesting schedule for the PRSU awards as well. Accordingly, the Company’s annual long-term equity incentive compensation awards for these employees will be allocated as follows going forward: (i) 60% PRSUs, which contain market and service conditions, (1) with 60% of the awards earned based on one-year Adjusted OIBDA (as defined below) performance, subject to ratable vesting over a three-year period following the grant date, and (2) 40% earned based on the Company’s TSR relative to the TSRs of the companies in a custom peer group based on a three-year performance period from January 1, 2025 to December 31, 2027, subject to cliff vesting in full on the third anniversary of the award grant date; and (ii) 40% time-based restricted share units (“RSUs"), which only contain a service condition, subject to ratable vesting over a three-year period following the grant date. The number of PRSUs eligible to vest will range from 0% to 120% or 0% to 200% of target based on the Company’s Adjusted OIBDA performance and the Company’s relative TSR performance, as applicable. Monte Carlo method simulation has been used to estimate the grant date fair value of the PRSUs that have a market condition.
In addition, in the first quarter of 2025, the Company granted one-time grants of PRSUs to certain executive officers and other employees to, among other things, address the change in vesting periods of the PRSU awards, from PRSU awards that had one-year determination periods in 2024 to PRSU awards that had a combination of one-year and three-year determination periods in 2025. The terms and conditions of these PRSU grants are substantially similar to those of the PRSU grants described above, except that the Company’s TSR relative to the TSRs of the companies in a custom peer group will be measured over a two-year performance period from January 1, 2025 to December 31, 2026, and these PRSU grants will cliff vest in full on the second anniversary of the award grant date. Monte Carlo method simulation has been used to estimate the grant date fair value of these one-time PRSU grants.
On September 4, 2025 and September 24, 2025, the Company granted one-time PRSU awards to each of Nicolas Brien, the Company’s Chief Executive Officer, and Matthew Siegel, the Company’s Executive Vice President and Chief Financial Officer, in the amounts of $2,000,000 and $400,000, respectively. The PRSUs are tied to the Company’s common stock price performance over a three-year performance period. If the performance conditions are satisfied, the PRSUs will cliff vest on the earlier of the third anniversary of the respective grant dates and the dates on which Mr. Brien’s and/or Mr. Siegel’s respective employment is terminated by the Company without “Cause” or by Mr. Brien and/or Mr. Siegel for “Good Reason” (as those terms are each defined in Mr. Brien’s and Mr. Siegel’s respective employment agreements). The terms and conditions of the PRSUs are set forth in the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan and the related equity award terms and conditions. In addition, on September 4, 2025, the Company granted a one-time RSU award to Mr. Brien with a value of $1,000,000. The RSUs cliff vest on the earlier of the third anniversary of the grant date and the date on which Mr. Brien’s employment is terminated by the Company without “Cause” or by him for “Good Reason” (as those terms are each defined in his employment agreement).
The following table summarizes our stock-based compensation expense for 2025, 2024 and 2023.
| Year Ended December 31, | ||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Stock-based compensation expense (RSUs and PRSUs), before income taxes | $ | 30.0 | $ | 30.8 | $ | 28.4 | ||||||||||||||
| Tax benefit | (1.6) | (1.1) | (1.0) | |||||||||||||||||
| Stock-based compensation expense, net of tax | $ | 28.4 | $ | 29.7 | $ | 27.4 | ||||||||||||||
As of December 31, 2025, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $24.4 million, which is expected to be recognized over a weighted average period of 1.9 years.
RSUs and PRSUs
The following table summarizes the 2025 activity of the RSUs and PRSUs issued to our employees.
| Activity | Weighted Average Per Share Grant Date Fair Market Value | |||||||||||||
| Non-vested as of December 31, 2024 | 3,282,970 | $ | 15.37 | |||||||||||
| Granted: | ||||||||||||||
| RSUs | 1,176,172 | 18.26 | ||||||||||||
| PRSUs | 709,428 | 16.15 | ||||||||||||
| Vested: | ||||||||||||||
| RSUs | (1,250,059) | 16.72 | ||||||||||||
| PRSUs | (548,029) | 16.64 | ||||||||||||
| Forfeitures: | ||||||||||||||
| RSUs | (144,272) | 17.23 | ||||||||||||
| PRSUs | (22,365) | 18.33 | ||||||||||||
| Non-vested as of December 31, 2025 | 3,203,845 | 15.76 | ||||||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.