Jodi Senese
About Jodi Senese
Executive Vice President, Chief Marketing Officer at OUTFRONT Media since April 2013; age 66 as of April 1, 2025. Career marketing leader across transit and billboard advertising with prior EVP Marketing roles at TDI Worldwide (1990–2001) and OUTFRONT/CBS Outdoor (2001–2013). External leadership includes past Chair of the OAAA Marketing Committee (2009–2013) and current board member at Geopath, Inc. . Company performance context (latest three fiscal years) shown below; revenue held roughly flat 2022–2024 while EBITDA margin compressed, reflecting transit headwinds and mix shift .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OUTFRONT Media (CBS Outdoor/NY Subways predecessor entities) | EVP, Chief Marketing Officer | 2013–present | Leads marketing, PR, research, creative, and new business strategy; steward for industry brand and advertiser demand generation . |
| OUTFRONT Media (CBS Outdoor) | EVP, Marketing | 2001–2013 | Oversaw all marketing/public relations/research/creative and development of new business strategies . |
| TDI Worldwide (acquired by OUT/CBS Outdoor) | EVP, Marketing | 1990–2001 | Built national transit/out-of-home marketing platform through growth/roll-up period . |
| Gannett Outdoor (acquired by OUT/CBS Outdoor) | VP, Marketing | 1988–1990 | Market and product marketing leadership . |
| New York Subways Advertising Co. (acquired by OUT/CBS Outdoor) | Sales | 1981–1988 | Early career sales foundation in transit advertising . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Geopath, Inc. | Director | Current (as of Apr 1, 2025) | Industry audience measurement body; indicates data-driven expertise . |
| Outdoor Advertising Association of America (OAAA) | Chair, Marketing Committee | 2009–2013 | Led industry-wide marketing initiatives during digital transition . |
Fixed Compensation
| Component | Terms | Source/Date |
|---|---|---|
| Base salary (employment agreement) | $475,000 annual base; at-will employment | Employment Agreement dated Jun 6, 2016 . |
| Current pay rate during transition | $21,154.85 per pay period (from Jul 1, 2025 through Dec 31, 2025) while serving as “Director, Special Projects” prior to separation | Separation Agreement (executed May 1, 2025; separation Dec 31, 2025) . |
| Target annual bonus | 50% of base salary under Executive Bonus Plan (discretionary administration by Board/Comp Committee) | Employment Agreement . |
| Long-term incentive (target) | Recommended annual LTIP target value $500,000 (subject to Board discretion) | Employment Agreement . |
Performance Compensation
Annual executive incentives at OUT are driven primarily by Adjusted OIBDA and AFFO, with material use of performance RSUs; below reflects plan design applicable to senior executives, including Senese, with company-level actuals where disclosed.
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Executive Cash Bonus Plan (annual)
- Quantitative metrics: weighted average of Adjusted OIBDA (75%) and AFFO (25) drives 67% of bonus; individual performance drives 33% .
- Minimum funding threshold: 80% weighted achievement required for any funding; payout curve interpolates with +25% payout for each 2.5% above target and −12.5% for each 5% below target; range 0%–200% of target .
- Note: The proxy discloses plan mechanics and NEO outcomes; Senese’s individual bonus outcomes are not specifically disclosed as she is not identified as a NEO .
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Long-Term Equity Incentive (annual)
- Mix: 60% PRSUs; 40% TRSUs .
- PRSU metrics: one-year performance against Adjusted OIBDA (75%) and AFFO (25%); payout schedule: <80% = 0%; 80% = 60%; 100% = 100%; ≥110% = 120%; interpolation between points; earned PRSUs then vest ratably over 3 years .
- TRSUs vest ratably over 3 years from grant .
- 2023 PRSU company achievement: 82.9% weighted average vs targets → 66% of target PRSUs earned for NEOs; earned PRSUs vest over three years .
| Incentive | Metric | Weighting | Target/Payout Scale | Vesting | 2023 Company Result |
|---|---|---|---|---|---|
| Annual Bonus | Adjusted OIBDA (75%) + AFFO (25%) within financial component | 67% of bonus | Min funding 80%; 0–200% payout; ± adjustments per scale | Cash (annual) | Plan mechanics per above; individual outcomes for Senese not disclosed . |
| Annual Bonus | Individual performance | 33% of bonus | Committee discretion within 0–200% | Cash (annual) | Not disclosed for Senese . |
| PRSUs | Adjusted OIBDA (75%) + AFFO (25%) | 60% of LTI | 0–120% of target (80/100/110 checkpoints) | Ratable over 3 years | 66% of target earned for 2023 PRSUs at company level . |
| TRSUs | Time-based | 40% of LTI | N/A | Ratable over 3 years | N/A (time-based) . |
Equity Ownership & Alignment
- Policies: The company maintains an anti-hedging policy and prohibits directors, executive officers, and related persons from pledging company securities; maintains a clawback policy; and requires significant stock ownership under company guidelines (multiples not specified in cited sections) .
- Beneficial ownership: The 2025 Security Ownership table lists each director and NEO; Senese is an executive officer but not a named executive officer in 2025 and is not individually listed in that table; her exact share count is therefore not disclosed in the 2025 proxy .
Employment Terms
| Topic | Key Terms | Source |
|---|---|---|
| Employment status | At-will; EVP, CMO since Apr 2013 | 2025/2024/2022 DEF 14A Executive Officers . |
| Employment agreement | Effective Jun 6, 2016; governs compensation, duties, and post-termination covenants | 2016 Employment Agreement (exhibit) . |
| Non-compete | During employment; post-termination non-compete generally 12 months after a termination other than for cause (or until salary continuation ends), with additional conditions outlined in agreement | Employment Agreement . |
| Non-solicit | 1 year post-employment (employees, customers) | Employment Agreement . |
| Non-disparagement | During employment and 1 year thereafter | Employment Agreement . |
| Arbitration | JAMS Employment arbitration in NYC; no punitive damages; each party bears own fees (equitable relief carve-out) | Employment Agreement . |
| Severance (original agreement) | If terminated other than for Cause: 18 months base salary continuance, pro-rated bonus, up to 12 months COBRA at company cost (taxable), subject to release and compliance; payments coordinated with 409A | Employment Agreement . |
| Separation (2025) | Will separate without Cause on Dec 31, 2025; from Jul 1–Dec 31, 2025 serves as “Director, Special Projects” and continues current pay/benefits; pay rate $21,154.85 per pay period | Separation Agreement (signed May 1, 2025) . |
| Severance (2025 modification) | Total cash severance $1,100,000 paid in biweekly installments over 24 months; pro-rata 2025 bonus paid when other executives are paid; COBRA premiums paid up to 18 months (earlier if covered elsewhere) | Separation Agreement . |
| Equity on separation | All outstanding equity awards vest; performance-conditioned awards accelerate at target; sales must comply with company policies | Separation Agreement . |
Performance & Track Record (Company Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $1,772.1M | $1,820.6M | $1,830.9M |
| EBITDA (USD) | $436.2M* | $375.5M* | $378.5M* |
| EBITDA Margin (%) | 24.61%* | 20.63%* | 20.67%* |
Values with an asterisk (*) retrieved from S&P Global.
Notable operating context:
- Sold Canadian business on June 7, 2024, reshaping geographic mix and removing Canada from results thereafter .
- Recorded MTA-related transit intangible impairments in 2024 reflecting weaker long-term outlook in that asset group .
Compensation Structure Analysis
- Increased emphasis on “at-risk” pay and LTI: Company design places 75%+ of non-CEO NEO target comp at risk; mix aligns with peer practice and includes double-trigger CIC features for plan participants; anti-hedging/anti-pledging and clawback policies in place, and no excise tax gross-ups .
- Performance alignment: Annual cash and PRSU metrics use Adjusted OIBDA and AFFO—key REIT and OOH indicators—creating linkage to profitability and cash flows; 2023 PRSUs certified at 66% due to sub-target performance on weighted metrics, reinforcing downside sensitivity .
- Vesting schedules: Three-year ratable vesting for TRSUs and earned PRSUs supports retention; however, Senese’s 2025 separation agreement accelerates all awards (PRSUs at target), which removes multi-year retention hooks and could increase near-term liquidity of shares .
Risk Indicators & Red Flags
- Transition/separation risk: Confirmed separation without Cause effective Dec 31, 2025, with equity acceleration at target and extended severance; reduces post-2025 retention/continuity, and may create event-driven selling pressure as equity vests .
- Hedging/pledging risk mitigated: Anti-hedging and anti-pledging policies apply to executives; clawback policy maintained .
- Shareholder-friendly provisions: No single-trigger CIC benefits and no excise tax gross-ups disclosed for NEOs (company policy baseline) .
Investment Implications
- Near-term insider supply risk: Equity acceleration at target upon Senese’s year-end 2025 separation increases the potential for incremental stock sales as awards vest, modestly elevating supply risk around/after the separation window .
- Governance/compensation quality: Strong policy set (double-trigger CIC, clawback, anti-hedging/pledging, no tax gross-ups) and performance-weighted cash/LTI metrics are investor-aligned; 2023 PRSU certification at 66% evidences downside pay sensitivity .
- Operating backdrop for incentive attainment: Transit impairments and business mix shifts (Canada sale) underscore execution complexity; bonus/LTI targets keyed to Adjusted OIBDA/AFFO remain appropriate but may require continued cost discipline and transit contract optimization to drive higher achievement levels .