Michael Dominguez
About Michael J. Dominguez
Michael J. Dominguez (age 55) is Chairman of the Board of OUTFRONT Media Inc. and has served as a director since June 2020; he was appointed non‑executive Chairman in February 2025 . He is Chief Investment Officer and a Senior Managing Director at Providence Equity Partners L.L.C.; his background spans >25 years in finance across media and communications, with prior roles at Salomon Smith Barney, Morgan Stanley, and Andersen Consulting, and prior public board service at CDW Corporation (2007–2016) . The Board has determined he is an independent director under NYSE standards, considering Providence’s ownership and a 2023 billboard marketing arrangement, as detailed under Director Independence below .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Providence Equity Partners L.L.C. | Chief Investment Officer; Senior Managing Director (formerly Managing Director) | CIO since Mar 2021; with firm since 1998 | Investor/operator across media and communications; brings public company finance, strategic planning, governance expertise |
| Salomon Smith Barney | Corporate Finance | Prior to Providence | Capital markets/transaction experience |
| Morgan Stanley | Various roles | Prior to Providence | Investment banking experience |
| Andersen Consulting | Senior Consultant | Prior to Providence | Operations/consulting foundation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CDW Corporation | Director | Oct 2007 – Jun 2016 | Prior public company directorship |
| Various private companies (Providence portfolio) | Director | Current/past | Numerous private company boards |
Board Governance
- Role: Non‑executive Chairman of the Board; not currently a member of any standing committee (Audit, Compensation, Nominating & Governance) .
- Independence: Board affirmed independence in Feb 2025 after reviewing Providence-related relationships (see Related-Party/Conflicts) .
- Attendance: In 2024 the Board held 7 meetings; each director attended at least 75% of Board and relevant committee meetings; all directors then serving attended the 2024 annual meeting .
- Executive sessions: Independent/non‑management directors met in executive session eight times during 2024 .
- Board leadership: Board separates CEO and Chair; Lead Independent Director (Joseph Wender) to retire at the 2025 AGM and, given the Chair is independent, the Board does not expect to elect a new LID at the meeting (may revisit later) .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $82,500 | Standard outside director cash retainer, paid quarterly |
| Committee member retainers (if applicable) | $10,000 (Comp/NomGov) / $15,000 (Audit) | Not applicable to Dominguez in 2024 (no committee service) |
| Committee chair retainers (if applicable) | $20,000 (Comp/NomGov); $30,000 (Audit) | Not applicable to Dominguez in 2024 |
| Lead Independent Director retainer (if applicable) | $25,000 | Not applicable to Dominguez |
| 2024 Fees earned by Dominguez | $82,500 | Reflects Board retainer only |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSUs (time-based) | Jun 3, 2024 | 10,125 | $145,000 | Generally vest one year from grant; dividend equivalents accrue and settle in shares upon vesting | Standard outside director equity grant size and terms |
Directors receive time‑based RSUs; no performance metrics are used for outside director equity awards at OUTFRONT .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dominguez; prior public board: CDW Corporation (2007–2016) .
- Compensation Committee interlocks: None; OUT’s 2024 Compensation Committee members had no Item 404 relationships; Dominguez was not on the committee .
- Significant shareholder affiliation: Providence affiliates beneficially owned 17,313,813 OUT shares (10.37%) as of Apr 1, 2025 .
- Commercial arrangement: A Providence affiliate entered a January 2023 billboard agreement under which an OUT affiliate exclusively markets advertising inventory on assets purchased by the Providence affiliate; Board noted Dominguez is not an employee of that Providence affiliate and no payments are made between OUT and Providence under this arrangement; Board still determined him independent .
Expertise & Qualifications
- Finance and investing in media/communications; corporate finance, public company financial reporting, strategic planning, and corporate governance .
- Board leadership experience as OUT’s non‑executive Chairman .
Equity Ownership
| Holder | Class | Amount | % Outstanding | Notes |
|---|---|---|---|---|
| Michael J. Dominguez | Common stock (beneficial) | 30,303 | <1% | As of Apr 1, 2025; beneficial ownership per SEC rules |
| Michael J. Dominguez | Unvested RSUs | 10,125 | n/a | 2024 director grant outstanding as of Dec 31, 2024; vests generally after one year |
| Stock ownership guideline (directors) | Policy | 3x annual cash retainer within 3 years | n/a | All directors met guidelines as of Dec 31, 2024; for Dominguez, committee considered employer (Providence) share ownership in evaluating compliance |
| Hedging/pledging | Policy | Prohibited | n/a | Anti‑hedging policy applies to directors; pledging of company securities by directors and Section 16 officers is prohibited |
Related-Party/Conflicts and Independence
- Providence ownership: Providence affiliates held 17,313,813 OUT shares (10.37%) as of Apr 1, 2025 .
- Providence affiliate billboard agreement (Jan 2023): OUT affiliate to exclusively market ad space on assets purchased by a Providence affiliate; Board noted Dominguez is not an employee of that affiliate; no payments occur between OUT and Providence; independence affirmed Feb 2025 .
- Related party transactions: Company disclosed no related person transactions requiring Item 404 disclosure since Jan 1, 2024; Nominating & Governance Committee oversees related-person transaction review per written policy .
Insider Trading and Compliance
| Year | Section 16(a) Filing Compliance | Notes |
|---|---|---|
| 2024 | No director, executive officer, or >10% holder failed to file timely | Based on company review of filings and questionnaires |
Governance Assessment
- Positives:
- Independent, non‑executive Chairman; Board separates CEO and Chair; robust executive sessions (8 in 2024) and annual self‑evaluations with third‑party facilitation in 2024 .
- Strong director pay structure aligned to shareholders (mix of cash retainer and one‑year RSUs), anti‑hedging and anti‑pledging policies, and stock ownership guidelines met by all directors .
- Board explicitly reviewed Providence relationships and maintained Dominguez’s independence; related-person transaction oversight resides with Nominating & Governance Committee .
- Watch items / potential red flags:
- Significant Providence equity stake (10.37%) plus a Providence affiliate billboard arrangement create continuing perceived conflict potential, albeit mitigated by structure (no payments with Providence, non‑involvement by Dominguez) and independence reaffirmation; continued monitoring warranted .
- Director stock ownership guideline compliance for Dominguez considered employer holdings, which may signal lower personal “skin‑in‑the‑game” despite personal holdings of 30,303 shares; monitor ongoing direct ownership accumulation post‑chairman appointment .
Additional context: 2024 Say‑on‑Pay support was ~90%, suggesting general investor support for compensation governance; compensation program includes clawback, no excise tax gross‑ups, and prohibits option repricing without shareholder approval .