Matthew Siegel
About Matthew Siegel
Matthew Siegel (age 62) is Executive Vice President and Chief Financial Officer of OUTFRONT Media, serving as CFO since June 2018 after prior senior finance roles at CBS Radio, Time Warner Cable (Co-CFO, SVP & Treasurer), and Time Warner Inc. (VP & Assistant Treasurer) . Company performance in 2024: Revenues $1,830.9 million, Adjusted OIBDA $464.8 million, and AFFO $307.5 million, with achievements including a Canadian business divestiture, 110 U.S. digital billboard adds, deleveraging, and a $0.75 special dividend; Say‑on‑Pay support was ~90% in 2024 . The CFO drives enterprise risk management (annual cross‑functional risk assessment and reporting to the Board) and oversees incident response testing, reflecting strong process orientation around financial controls and risk .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| OUTFRONT Media Inc. | EVP, Chief Financial Officer | 2018–present | Leads finance and ERM; supports deleveraging and capital allocation; CFO since June 2018 . |
| CBS Radio Inc. | EVP & CFO | 2016–2017 | Public-company CFO experience in media; transitioned through corporate events . |
| Time Warner Cable Inc. | Co‑CFO, SVP & Treasurer; SVP & Treasurer | 2015–2016; 2008–2015 | Broad capital markets, treasury, and finance leadership at scale . |
| Time Warner Inc. | VP & Assistant Treasurer | 2001–2008 | Corporate treasury and finance roles at a major media conglomerate . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 687,500 (prorated; base increased to $700,000 effective Apr 1, 2024) |
| Target Bonus % of Salary | 85% (policy since 2020) | 85% (policy since 2020) | 90% (increased in 2024) |
| Actual Bonus ($) | 839,800 | 359,125 | 677,911 (111% of target) |
| Total Stock Awards ($, grant-date fair value) | 1,999,975 | 1,999,995 | 2,249,992 |
Performance Compensation
2024 Annual Cash Bonus Plan – Structure and Outcome
- Metrics and weights: Adjusted OIBDA 75%; AFFO 25%; the financial component is 67% of the bonus; individual performance is 33% .
- Scale and result: Weighted‑average financial achievement was 101.6%, funding the financial component at 116.2%; individual component funded at 100%; final payout 111% of target for all NEOs .
| Component | Weight | Threshold | Target | Maximum | 2024 Actual | Payout result |
|---|---|---|---|---|---|---|
| Adjusted OIBDA (USD mm) | 75% | 370.4 | 463.0 | 509.3 | 462.0 | 99.8% x 75% = 74.8% |
| AFFO (USD mm) | 25% | 229.2 | 286.5 | 315.2 | 306.9 | 107.1% x 25% = 26.8% |
| Weighted‑avg financial achievement | 67% of bonus | — | — | — | 101.6% | Funds financial component at 116.2% |
| Individual performance | 33% of bonus | — | 100% | 200% | 100% | 100% |
| Final annual bonus payout | 100% total | — | 100% | 200% | — | 111% of target |
- Siegel’s bonus outcome: Target bonus opportunity $610,731 (prorated at 90% of salary); actual bonus paid 111% = $677,911 .
2024 Long‑Term Incentive (LTI) – PRSUs and TRSUs
- Mix and design: 60% PRSUs based on 1‑year Adjusted OIBDA (75%) and AFFO (25%), 40% TRSUs; earned PRSUs and TRSUs vest in substantially equal installments over 3 years following grant .
- 2024 vesting cadence: Annual PRSUs and TRSUs granted Feb 20, 2024 vest in equal installments on Feb 20, 2025, 2026, 2027 (subject to continued service) .
- 2024 performance result for PRSUs: Weighted‑average achievement 101.6% → PRSUs earned at 103% of target .
| Grant (2/20/2024) | Target units | Earned units | Vesting schedule | Grant‑date FV ($) |
|---|---|---|---|---|
| PRSUs (performance year 2024) | 108,608 | 111,866 (103% of target) | Ratable on 2/20/2025, 2/20/2026, 2/20/2027 | 1,349,997 |
| TRSUs | 72,405 | N/A (time‑vest) | Ratable on 2/20/2025, 2/20/2026, 2/20/2027 | 899,994 |
2025 LTI program updates: AFFO removed from PRSU metrics; added relative TSR PRSUs measured over 3 years (0–200% payout with 25th/50th/75th percentiles as key points) alongside one‑year Adjusted OIBDA PRSUs; TRSUs remain at 40% . Transition PRSU grants in 2025 add a 2‑year relative TSR tranche to bridge vesting shifts (cliff vest at 2 years, subject to performance) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 269,634 shares; <1% of shares outstanding (as of Apr 1, 2025) . |
| Unvested RSUs at 12/31/2024 | 184,271 units; market value $3,350,047 at $18.18/share (includes 2022–2024 awards) . |
| Options | None outstanding for Siegel (no option line items) . |
| Shares vested in 2024 | 86,341 shares vested; value realized on vesting $1,073,219 . |
| Ownership guidelines | CFO must hold 3x base salary; executives have 5 years; counts TRSUs and earned PRSUs; all execs met guidelines as of or prior to 12/31/2024 . |
| Hedging/pledging | Hedging and shorting prohibited; executives and related persons are prohibited from pledging company securities . |
| Anti‑hedging policy | Company-wide anti‑hedging policy prohibits derivatives (e.g., options, swaps, forwards) and short sales . |
| Clawback | NYSE/SEC‑compliant clawback adopted; following a restatement review, no incentive recoupment was required . |
Insider selling pressure indicators:
- 2024 vesting delivered 86,341 shares to Siegel; future supply is supported by multi‑year vesting of 2024 PRSUs/TRSUs in equal installments on Feb 20, 2025/2026/2027, alongside remaining schedules from 2022–2023 grants .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement | Effective May 24, 2018; EVP & CFO since June 4, 2018; initial term through June 3, 2021 with automatic 1‑year extensions . |
| Current fixed/variable pay design | Base salary increased to $700,000 in 2024; target annual bonus increased to 90% of salary in 2024; LTI target increased over time to $2.25 million in 2024 . |
| Severance (without Cause / for Good Reason) | 12 months of base salary plus target annual bonus; up to 12 months of company‑paid medical/dental benefits; accelerated vesting of RSUs/PRSUs that would have vested within 12 months post‑termination (awards on/after June 4, 2018) . |
| Change‑in‑Control (double trigger) | If Qualifying Separation within 2 years post‑CIC: lump sum equal to 2x base salary + 2x target bonus; pro‑rated target bonus; up to 2 years of continued health benefits; equity acceleration per plan terms . |
| Restrictive covenants | Non‑competition, non‑disparagement, non‑solicitation, confidentiality and cooperation covenants during and after employment . |
| Deferred compensation | Participates in Excess 401(k) Plan; 2024 aggregate balance $747,937; 2024 earnings $36,908 (not above‑market) . |
Compensation Structure Analysis
- Pay mix and risk: Average NEOs (ex‑CEO) had ~75% of 2024 target compensation “at risk,” aligning payouts with performance; hedging/pledging prohibited; clawback policy in effect .
- Year‑over‑year changes: Siegel’s base salary increased 7.7% to $700,000; target bonus raised to 90%; LTI target raised to $2.25 million in 2024, increasing performance‑linked equity exposure .
- Performance rigor and outcomes: 2024 cash bonus funded at 111% (financial component at 116.2% on 101.6% achievement); PRSUs earned at 103%, demonstrating moderate over‑achievement versus targets .
- 2025 metric shift: Replacing AFFO with relative TSR for part of PRSUs and adding a 3‑year performance window strengthens alignment with shareholders and reduces overlap with annual bonus metrics .
Governance, Peer Benchmarking, and Say‑on‑Pay
- Peer group and market positioning: Media‑focused peer group (13 companies) used for 2024 decisions; committee references median as context while not explicitly targeting a percentile; REIT comparators also reviewed .
- Independent comp advisor: ClearBridge Compensation Group advises the Compensation Committee; no conflicts identified .
- Say‑on‑Pay: ~90% approval at the 2024 Annual Meeting, viewed as endorsement of program design .
- Related‑party transactions: None involving executives/directors reportable since Jan 1, 2024 .
Performance & Track Record (context during Siegel’s tenure)
- 2024 operational highlights: Canadian business sale; 110 U.S. digital billboard additions; technology enhancements; six union renewals; deleveraging; $0.75 special dividend; 2024 Revenues $1,830.9m, Adjusted OIBDA $464.8m, AFFO $307.5m .
- Pay‑versus‑performance view: Company TSR value of $87 over the 5‑year window (fixed $100 at 12/31/2019 basis) and Adjusted OIBDA of $464.8m in 2024 (SEC‑prescribed presentation) .
- Risk management: CFO orchestrates annual enterprise risk assessment and incident response testing reporting to the Board .
Performance Compensation (detailed tables)
Annual Bonus Payout for Matthew Siegel
| Item | 2024 |
|---|---|
| Base used for bonus (prorated) | $678,590 implied by target $610,731 at 90% (see target bonus below) . |
| Target bonus ($ and %) | $610,731; 90% of salary (prorated after April 1 increase) . |
| Actual payout (% of target) | 111% . |
| Actual payout ($) | $677,911 . |
LTI Grants and Vesting – 2024
| Type | Grant date | Target units | Earned units | Vesting cadence | Grant‑date FV ($) |
|---|---|---|---|---|---|
| PRSUs | 2/20/2024 | 108,608 | 111,866 | 1/3 on 2/20/2025, 2/20/2026, 2/20/2027 (service‑based) | 1,349,997 |
| TRSUs | 2/20/2024 | 72,405 | — | 1/3 on 2/20/2025, 2/20/2026, 2/20/2027 (service‑based) | 899,994 |
Investment Implications
- Alignment: High equity component with vest‑over‑time PRSUs/TRSUs and ownership guidelines (3x salary for CFO) aligns incentives with long‑term shareholder value; hedging/pledging prohibitions and clawback strengthen governance .
- Estimate of selling pressure: 86,341 shares vested to Siegel in 2024; multi‑year vesting of 2024 awards (Feb 20 in 2025–2027) plus prior grants suggests periodic supply into open windows, though policy limits hedging/pledging and sales are subject to insider trading rules .
- Pay‑for‑performance: 2024 outcomes (111% cash bonus; PRSUs at 103%) indicate moderate over‑achievement; 2025 addition of relative TSR raises sensitivity to stock performance and peer comparison over a multi‑year horizon .
- Retention and change‑in‑control: Standard severance (1x salary + 1x target bonus; benefits; partial equity acceleration) and CIC double‑trigger at 2x salary+bonus (plus benefits, equity acceleration) provide retention without shareholder‑unfriendly tax gross‑ups .
- Governance and risk: 90% Say‑on‑Pay support, independent advisor, and no related‑party transactions are positives; an accounting restatement occurred but prompted no clawback due to no excess incentive pay impact, which investors should note while monitoring controls .