Angela Courtin
About Angela Courtin
Independent director since April 2017; age 51 as of April 1, 2025. Currently Vice President of the Americas and Brand Marketing at YouTube (since Feb 2023), previously Global Head of YouTube TV & Originals Marketing (2017–2023). Brings 20+ years of advertising, media, and marketing leadership; OUT affirms her independence annually, with specific review of her employer’s purchasing relationships. Member of OUT’s Board since 2017.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YouTube | Global Head of YouTube TV & Originals Marketing | Jul 2017–Feb 2023 | Led brand and originals marketing; digital media expertise |
| Fox Broadcasting Company | Chief Marketing Officer | Aug 2015–Mar 2017 | Network marketing leadership |
| Relativity Media LLC | Chief Marketing Officer | Jul 2014–Jul 2015 | Media marketing; note: company entered Chapter 11 in July 2015 and exited April 2016 |
| Dentsu Aegis Network Ltd. | President | Aug 2013–Jul 2014 | Advertising network leadership |
| The Story Lab | President | Jul 2012–Jan 2014 | Content strategy |
| Aegis Media | Chief Content Officer; EVP, Content & Convergence | Aug 2012–Aug 2013; Mar 2011–Jul 2012 | Content leadership and convergence strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YouTube | Vice President, Americas & Brand Marketing | Feb 2023–present | Senior marketing leadership; potential OOH media purchases assessed in OUT independence review |
| Vapor Corp (Healthier Choices Management Corp.) | Director | Apr 2014–Jun 2015 | Prior public company board experience |
Board Governance
- Committee memberships: Compensation Committee (current member; Chair is Peter Mathes; 2024 members were Mathes, Courtin, Brien; Brien resigned Feb 10, 2025) . Nominating & Governance Committee (members: Tolson, Courtin, Wender) .
- Audit Committee: Not listed as a member; audit committee members identified as Mathes, Wender, Tolson (financial experts) .
- Independence: Affirmed independent in 2025; Board evaluated YouTube-related OOH purchases and found no material relationship; she does not make purchasing decisions .
- Attendance and engagement: In 2024, the Board held 7 meetings (plus 2 written consents) and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting. Independent directors met in executive session 8 times .
- Committee activity: Compensation Committee held 4 meetings with 2 unanimous written consents in 2024; Nominating & Governance Committee held 4 meetings; Audit Committee held 6 meetings .
Fixed Compensation (Director)
| Metric | 2018 | 2020 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Annual Board Retainer (program terms) | $75,000 (then-current) | $75,000 (temporary 20% reduction applied to fees in 2020) | $82,500 program in effect by 2023–2025; see latest program terms below | Program terms unchanged; see latest | Program terms: $82,500 board retainer; $10,000 committee member (Comp & Nominating); $15,000 committee member (Audit); $20,000 committee chair (Comp & Nominating); $30,000 committee chair (Audit); $25,000 Lead Independent Director |
| Angela Courtin — Cash Fees Earned ($) | $85,000 | $79,412 | $88,750 | $92,500 | $92,500 |
Notes: OUT’s current Outside Director compensation program comprises cash retainers plus annual RSUs; expenses reimbursed for meeting attendance .
Performance Compensation (Director)
- OUT grants annual time-based RSUs to Outside Directors; no performance metrics apply to director equity. Grants vest in about one year; dividend equivalents accrue and convert to shares upon vesting .
| Metric | 2018 | 2020 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Annual RSU Grant Fair Value ($) | $120,000 | $120,000 | $145,000 | $145,000 | $145,000 |
| RSUs Granted (Courtin, units) | 6,108 (Jun 11, 2018) | 6,366 (Jun 8, 2020) | 7,290 (Jun 7, 2022) | 9,863 (Jun 6, 2023) | 10,125 (Jun 3, 2024) |
Other Directorships & Interlocks
| Entity | Relationship | Nature | Governance Consideration |
|---|---|---|---|
| YouTube/Google (employer) | Potential customer of OUT | OOH purchases via agencies; Board found payments did not exceed NYSE thresholds and Courtin has no purchasing authority | Independence affirmed; no Item 404 related-party transaction triggered |
| Vapor Corp (Healthier Choices Management Corp.) | Prior board seat | Director (2014–2015) | Historical external board experience |
Expertise & Qualifications
- Digital media and marketing leadership across YouTube, Fox, Relativity, Dentsu; strong line-of-sight to advertising trends and brand impact in digital ecosystems .
- Board-level experience and independence; contributes diversity of perspective to OUT’s Board skills matrix (marketing and industry experience) .
Equity Ownership
| Metric | As of Date | Value |
|---|---|---|
| Beneficial ownership (common shares) | Mar 31, 2024 | 36,127 shares; less than 1% of outstanding |
| Unvested RSUs outstanding (Courtin) | Dec 31, 2024 | 10,125 RSUs (2024 annual grant) |
| Director stock ownership guideline | Ongoing | Non-employee directors expected to own ≥3x annual cash retainer within 3 years; all directors compliant as of Dec 31, 2024 |
| Hedging/Pledging | Policy | Hedging prohibited; directors and executive officers may not pledge company securities or hold in margin accounts |
Say-on-Pay & Shareholder Feedback
| Item | Year | Outcome |
|---|---|---|
| NEO Say-on-Pay approval rate (narrative) | 2024 | Approximately 90% of votes cast in favor |
| 2025 Annual Meeting — Say-on-Pay votes | 2025 | For: 150,365,638; Against: 3,722,435; Abstain: 93,277; Broker Non-Votes: 11,263,306 |
| 2025 Annual Meeting — Director election (Courtin) | 2025 | For: 135,059,767; Against: 19,102,611; Abstain: 18,972; Broker Non-Votes: 11,263,306 |
Compensation Committee Analysis
- Composition: 2024 members were Nicolas Brien, Angela Courtin, and Peter Mathes; Brien resigned upon becoming Interim CEO (Feb 10, 2025). Current chair: Peter Mathes; member: Angela Courtin .
- Consultant: ClearBridge Compensation Group engaged; Compensation Committee evaluated independence and found no conflicts under NYSE/SEC factors .
- Activities: 4 meetings and 2 unanimous written consents in 2024; oversight of CEO/NEO compensation goals, equity plans, and clawback policy administration .
- Independence: Courtin meets NYSE/SEC independence requirements for compensation committee service .
Related Party Transactions (and Conflict Review)
- Courtin Independence Review: Board evaluated employer-related OOH purchases; purchases primarily via agencies; did not exceed NYSE revenue thresholds; Courtin has no purchasing authority; independence affirmed .
- Compensation Committee Interlocks: No relationships requiring Item 404 disclosure for 2024 among compensation committee members .
- Policies: Anti-hedging, anti-pledging, majority voting/resignation policy, and clawback policy in place (clawback applied to Section 16 executives; 2024 restatement required no recoupment) .
Governance Assessment
- Strengths: Clear independence determination despite potential customer relationship; strong attendance and frequent executive sessions; robust committee work and periodic third-party facilitated board self-evaluations; stock ownership guidelines met; anti-hedging and anti-pledging policies enhance alignment .
- Signals: High say-on-pay support in 2024; 2025 vote support for Courtin indicates shareholder confidence; Compensation Committee uses independent advisor with conflict vetting .
- Potential conflicts: Employer’s advertising purchases are monitored; Board concluded non-material and without her involvement—mitigated but should continue to be disclosed and monitored (no related-party transactions disclosed for her) .
RED FLAGS to monitor: Continued vigilance on employer-related transactions (ensure thresholds not breached and no role in purchasing), and any future changes in committee composition that could affect independence .