Mark Carleton
About Mark Carleton
Mark D. Carleton has served on OUTFRONT Media Inc.’s board since June 11, 2025 as a non‑employee director and member of the Audit Committee; the company disclosed no related‑party transactions under Item 404 in connection with his appointment . He is an Operating Partner at Mubadala Investment Company (since Nov 2022), and formerly held senior roles at Liberty Media Corporation including CFO (Oct 2016–Jul 2019), Senior Advisor (Dec 2019–Dec 2021), and Chief Development Officer (Jan 2003–Sep 2016); earlier he was a partner at KPMG LLP (Jul 1993–Dec 2003) . Education and age are not disclosed in company materials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Media Corporation | Chief Financial Officer | Oct 2016 – Jul 2019 | Led finance, public company reporting and capital markets |
| Liberty Media Corporation | Senior Advisor | Dec 2019 – Dec 2021 | Strategic advisory to senior leadership |
| Liberty Media Corporation | Chief Development Officer | Jan 2003 – Sep 2016 | Corporate development, M&A and strategy |
| KPMG LLP | Partner | Jul 1993 – Dec 2003 | Audit and advisory; accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mubadala Investment Company PJSC | Operating Partner | Nov 2022 – present | Private investment operating role |
| Alignment Growth Fund I GP, LLC | Operating Partner; Chair, LP Advisory Committee | Jun 2022 – present | Growth equity governance |
| Swish Partners Fund 1 | Operating Partner | Oct 2023 – present | Private fund operating role |
| DG Innovate plc | Director | Jul 2024 – Feb 2025 | UK public company board service |
| SiriusXM Holdings Inc. | Director | May 2014 – Dec 2021 | Media board service |
| Live Nation Entertainment, Inc. | Director | May 2010 – Dec 2020 | Entertainment board service |
| Barnes & Noble, Inc. | Director | Aug 2011 – Jun 2019 | Retail/media board service |
| Atlanta Braves Holdings, Inc. | Director | May 2007 – Dec 2022 | Sports/media board service |
| Air Methods Corporation International | Director | Jul 2008 – Oct 2017 | Aviation services board service |
Board Governance
- Committee membership: Audit Committee member effective June 11, 2025 .
- Independence and non‑employee status: Appointed as non‑employee director; no arrangements or related‑party transactions; standard indemnification agreement entered (form previously filed) .
- Audit Committee oversight mandate at OUT includes financial reporting, internal controls, legal/regulatory compliance, and cybersecurity; members are independent under NYSE and SEC rules per proxy framework .
- Stockholder‑alignment policies applicable to directors: anti‑hedging policy (prohibits short sales and derivatives), and director stock ownership guidelines (≥3× annual cash retainer within 3 years) .
Fixed Compensation
| Component | Amount | Terms | Source |
|---|---|---|---|
| Annual Board retainer (cash) | $82,500 | Paid quarterly in advance | |
| Audit Committee member retainer (cash) | $15,000 | Paid quarterly in advance | |
| Annual RSU grant (equity) | $145,000 | Granted at close price on grant date; generally vests 1 year; dividend equivalents convert to shares at vesting; prorated for mid‑year joiners | |
| Indemnification agreement | Standard form | Company to enter into standard indemnification agreement |
Performance Compensation
Directors at OUT do not receive performance‑conditioned equity; annual director grants are time‑based RSUs.
| Equity Feature | Metric/Term | Value/Detail | Source |
|---|---|---|---|
| Instrument | RSUs | Annual value $145,000; prorated if joining post grant date | |
| Vesting | Time‑based | Generally vest 1 year from grant date | |
| Dividends | Dividend equivalents | Accrue and settle in shares upon vesting | |
| Options/PSUs | Not used for directors | No option awards or PSUs disclosed for directors |
Other Directorships & Interlocks
| Company | Sector Overlap with OUT | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| SiriusXM Holdings Inc. (former) | Media/audio | None disclosed; ended 2021 | |
| Live Nation Entertainment, Inc. (former) | Entertainment/events | None disclosed; ended 2020 | |
| Atlanta Braves Holdings, Inc. (former) | Sports/media | None disclosed; ended 2022 | |
| DG Innovate plc (former) | Industrial/tech | None disclosed; ended 2025 | |
| Air Methods Corporation International (former) | Aviation services | None disclosed; ended 2017 | |
| Barnes & Noble, Inc. (former) | Retail/media | None disclosed; ended 2019 |
The company’s 8‑K appointment disclosure states no related‑party transactions under Item 404(a), supporting independence and low conflict risk at appointment .
Expertise & Qualifications
- Deep finance and accounting expertise from KPMG partnership and Liberty Media CFO role, relevant for Audit Committee work .
- Extensive public company board experience across media, entertainment, sports and technology, adding sector insight to OUT’s advertising platform .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Initial beneficial ownership at appointment | Form 3 filed June 12, 2025 indicates “No securities are beneficially owned.” | |
| Expected equity | Annual RSU grant valued at $145,000 (subject to proration) per non‑employee director policy | |
| Director stock ownership guideline | ≥3× annual cash retainer within 3 years of becoming a director | |
| Hedging/pledging | Hedging and short‑selling prohibited under anti‑hedging policy |
Insider Filings
| Date | Form | Key Disclosure | Source |
|---|---|---|---|
| Jun 12, 2025 | Form 3 | Initial statement of beneficial ownership; “No securities are beneficially owned.” | |
| Jun 12, 2025 | Exhibit 24.1 | Power of Attorney authorizing Section 16 filings |
Governance Assessment
- Strengths: Independent, non‑employee director with significant audit, accounting and capital markets experience; joins Audit Committee; no related‑party transactions disclosed at appointment; director compensation mix aligns with stockholder interests via equity RSUs .
- Alignment: Initial zero share ownership is typical at appointment; RSU grant and ownership guidelines should build alignment over time; hedging prohibitions protect alignment .
- Watch items: Multi‑board career history implies valuable network but also potential time‑commitment considerations; continue monitoring for any future related‑party transactions or overlapping business dealings—none disclosed at appointment .
RED FLAGS: None disclosed at appointment; specifically, no Item 404 related‑party transactions, no hedging/pledging permitted, and director compensation follows standard policy with no unusual guarantees .