Manuel Diaz
About Manuel A. Diaz
Manuel A. Diaz, age 70, is an independent director of OUTFRONT Media and has served on the Board since August 2014. His background spans public service and law: former Chair of the Florida Democratic Party (Jan 2021–Jan 2023), Senior Partner at Lydecker LLP (2010–2021), Mayor of Miami (2001–2009), and President of the U.S. Conference of Mayors (2008–2009), bringing a governance and governmental-relations lens to OUT’s local market footprint .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Miami | Mayor | 2001–2009 | Led municipal governance; deep local market/regulatory insight |
| U.S. Conference of Mayors | President | 2008–2009 | National municipal network; policy coordination experience |
| Lydecker LLP (formerly Lydecker Diaz, LLP) | Senior Partner | 2010–2021 | Legal expertise; risk/compliance perspective |
| Florida Democratic Party | Chair | Jan 2021–Jan 2023 | Political leadership; stakeholder engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private company and non-profit boards | Director | Various | Serves/has served; specific names not listed in proxy biography |
Board Governance
- Independence: Affirmatively determined independent in Feb 2025 under NYSE standards and Company guidelines .
- Committee assignments: Not currently a member of any Board committee (Audit, Compensation, Nominating & Governance) .
- Board attendance and engagement: In 2024, Board held 7 meetings; each director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session eight times in 2024 .
- Board leadership: Independent Chairman (Michael Dominguez); Lead Independent Director (Joseph Wender) retiring at 2025 annual meeting; Board currently does not expect to elect a new Lead Independent Director at the meeting .
Fixed Compensation
| Component | Amount/Terms | 2024 Diaz Amount |
|---|---|---|
| Annual Board retainer (cash) | $82,500, paid quarterly in advance | $92,500 cash fees earned (includes Board retainer; cash amounts reflect Board/committee roles in 2024) |
| Committee member retainer (cash) | $10,000 (Comp/NG), $15,000 (Audit), paid quarterly | Included within 2024 cash total if applicable |
| Committee chair retainer (cash) | $20,000 (Comp/NG), $30,000 (Audit) | N/A (not a chair) |
| Lead Independent Director retainer (cash) | $25,000 | N/A |
| Annual RSU grant | $145,000 grant-date value; 1-year vest; dividend equivalents convert to shares at vest | $145,000 stock awards; 10,125 RSUs granted on June 3, 2024 |
| 2024 Director Compensation (Diaz) | Value |
|---|---|
| Fees Earned or Paid in Cash ($) | $92,500 |
| Stock Awards ($) | $145,000 |
| Total ($) | $237,500 |
| RSUs Outstanding at 12/31/2024 (shares) | 10,125 |
Performance Compensation
- Directors do not have performance-linked cash or PSU awards; equity is time-based RSUs with one-year vesting and dividend equivalents .
| Performance Metric | Weighting | Target/Payout Mechanics | Applies to Diaz (Director)? |
|---|---|---|---|
| None (Director program) | N/A | N/A | No performance metrics disclosed for directors; RSUs are time-based |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not listed in Diaz’s proxy biography |
| Interlocks/conflicts requiring disclosure | None reportable since Jan 1, 2024 (Item 404) |
Expertise & Qualifications
- 30+ years across public service and law; governance, regulatory, and stakeholder engagement expertise .
- Board views Diaz as providing a “unique perspective on governmental relationships and the impact we have on local markets” .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 59,160 shares; less than 1% of outstanding |
| RSUs outstanding (12/31/2024) | 10,125 RSUs |
| Director stock ownership guideline | ≥3x annual cash retainer within 3 years |
| Guideline compliance | As of 12/31/2024, all directors have met the guideline (direct + unvested RSUs considered; Dominguez includes employer holdings per committee discretion) |
| Anti-hedging | Directors prohibited from hedging/shorting Company securities |
| Anti-pledging | Directors prohibited from pledging Company securities |
| Section 16(a) reporting | No directors failed to report timely in 2024 |
Recent Insider Trades (Form 4s)
| Filing Date | Transaction Date | Type | Security | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-06-05 | 2025-06-03 | M-Exempt (conversion) | Common Stock | 10,125 | $0.00 | 69,285 shares | |
| 2025-06-05 | 2025-06-03 | A-Award (dividend equiv.) | Common Stock | 771 | $0.00 | 70,056 shares | |
| 2025-06-05 | 2025-06-03 | A-Award (grant) | RSUs | 8,636 | $0.00 | 8,636 RSUs | |
| 2025-06-05 | 2025-06-03 | M-Exempt (settlement) | RSUs | 10,125 | $0.00 | 0 RSUs (converted) | |
| 2024-06-10 | 2024-06-06 | M-Exempt (conversion) | Common Stock | 9,863 | $0.00 | 57,607 shares | |
| 2024-06-10 | 2024-06-06 | A-Award (dividend equiv.) | Common Stock | 624 | $0.00 | 58,231 shares | |
| 2024-06-04 | 2024-06-03 | A-Award (grant) | RSUs | 10,125 | $0.00 | 10,125 RSUs | |
| 2023-06-08 | 2023-06-07 | M-Exempt (conversion) | Common Stock | 7,290 | $0.00 | 47,168 shares | |
| 2023-06-08 | 2023-06-06 | A-Award (grant) | RSUs | 9,863 | $0.00 | 9,863 RSUs |
Governance Assessment
- Independence and conflicts: Independence affirmed; no Item 404 related-party transactions since Jan 1, 2024 .
- Attendance/engagement: Meets the Company’s attendance expectation (≥75% of meetings) and attended the 2024 annual meeting; participates in a Board with frequent executive sessions (8 in 2024) .
- Committee roles: Currently not serving on Board committees, which limits direct involvement in audit/compensation/nominating oversight; Board maintains independent committee chairs and processes .
- Ownership alignment: Holds 59,160 shares (<1%); annual director RSUs with one-year vesting; director ownership guideline of 3x cash retainer met across all directors as of 12/31/2024; anti-hedging and anti-pledging policies in place .
- Signals/RED FLAGS: None disclosed—no related-party transactions, no Section 16(a) reporting delays, and prohibitions on hedging/pledging mitigate alignment risks .