Nancy Tostanoski
About Nancy Tostanoski
Nancy Tostanoski is Executive Vice President and Chief Human Resources Officer at OUTFRONT, serving in the role since February 2015; she is 61 years old and remains an active signatory on company agreements as of July 21, 2025 . Her background spans global compensation and benefits leadership at PVH Corp and Reader’s Digest, aligning total rewards, performance management, and HR shared services for complex organizations . Company performance over 2023–2024 improved on key metrics used for executive incentives, with Revenues rising modestly and stronger gains in Adjusted OIBDA and AFFO, which underpin OUTFRONT’s pay-for-performance plans . In 2025, the company added relative TSR to long-term performance RSUs, further tying equity outcomes to shareholder value creation versus peers .
| Metric ($USD Millions) | 2023 | 2024 |
|---|---|---|
| Revenues | 1,820.6 | 1,830.9 |
| Adjusted OIBDA | 451.0 | 464.8 |
| AFFO | 270.6 | 307.5 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PVH Corp (formerly Warnaco Group) | Vice President, Global Compensation & Benefits | 2010–2013 | Led global compensation, benefits and performance management at a public branded apparel company |
| Reader’s Digest Association | Vice President, Global Compensation, Benefits & Shared Services | 2007–2010 | Directed global compensation/benefits and U.S. shared services for a private publishing/media company |
External Roles
- None disclosed in the proxy statements reviewed .
Fixed Compensation
- Individual salary, target bonus %, and actual bonus for Nancy are not disclosed; OUTFRONT reports these details only for named executive officers (NEOs) . For context, the CFO’s base salary was increased to $700,000 in 2024 and his annual target bonus to 90% of salary, illustrating market-based adjustments for NEOs .
Performance Compensation
Executive incentives are governed by company-wide plans that apply to executive officers, with outcomes disclosed for NEOs (company uses Adjusted OIBDA and AFFO for annual cash bonuses and PRSUs; added relative TSR in 2025). These frameworks and results signal pay-for-performance alignment relevant to Nancy’s remit and the executive team.
| Annual Bonus Plan Outcome | 2023 | 2024 |
|---|---|---|
| Weighted Average Achievement (Adj. OIBDA 75% / AFFO 25%) | 82.9% | 101.6% |
| Financial Component Funding (%) | 57.2% | 116.2% |
| Individual Component Funding (%) | 80% | 100% |
| Final Funding (% of Target) | 65% | 111% |
| PRSUs Earned (% of Target) | 2023 | 2024 |
|---|---|---|
| Earned PRSUs as certified by Compensation Committee | 66% | 103% |
- Vesting schedules: TRSUs and any earned PRSUs generally vest in substantially equal installments over three years following grant; PRSUs historically used one-year performance certification before time-vesting .
- 2025 updates: Long-term equity includes (a) 36% of total RSU award tied to one-year Adjusted OIBDA with three-year ratable vesting; and (b) 24% tied to 3-year relative TSR versus a custom peer group with 0–200% payout scale and third-year cliff vesting .
Equity Ownership & Alignment
| Policy | Details |
|---|---|
| Stock Ownership Guidelines | CEO: 5× base salary; CFO: 3×; Other executive officers (including CHRO role): 2× base salary |
| Compliance Status | As of or prior to Dec 31, 2024, all executive officers (including NEOs) met their ownership guidelines |
| Hedging/Pledging | Anti-hedging policy prohibits derivatives and short sales; directors and executive officers are prohibited from pledging company securities |
| Clawback | NYSE/SEC-compliant clawback to recoup incentive compensation for accounting restatements; 2024 restatement analysis required no recoupment |
Note: Nancy’s individual beneficial ownership, vested/unvested share breakdown, and any pledge/hedge elections are not disclosed for non-NEO executive officers in the proxies reviewed .
Employment Terms
- Role and tenure: Executive Vice President, Chief Human Resources Officer since February 2015; executed company agreement as EVP CHRO dated July 21, 2025 .
- Change-in-control economics: Executive officers participate in a double-trigger Executive CIC Severance Plan; upon a qualifying separation within two years of a change in control, severance equals 2× base salary + 2× target bonus (3× for former CEO), a pro-rated target bonus, and health premium continuation for up to two years (three for former CEO); unvested equity generally accelerates as governed by plan terms .
- Insider Trading Policy: Formal policy filed; prohibits trading during blackout windows/with material non-public information .
Insider transactions: Attempted to retrieve Nancy’s Form 4 history via insider-trades skill but access was unauthorized; insider selling pressure analysis could not be completed in this pass. If you want, I can re-run when access is restored.
Say‑on‑Pay & Shareholder Feedback
| Item | 2023 | 2024 |
|---|---|---|
| Say‑on‑pay approval (%) | ~94% approval | ~90% approval |
- Compensation Committee practices: Independent consultant (ClearBridge), emphasis on at-risk pay, no excise tax gross‑ups, no option repricing without shareholder approval, and robust risk assessments .
Compensation Peer Group (Context for market positioning)
- Media peers used for 2024 include: Nexstar, IAC, Gray Media, Sinclair, TEGNA, Stagwell, NYT, E.W. Scripps, AMC Networks, Lamar Advertising, Clear Channel Outdoor, Audacy, Magnite; positioning references market median rather than a fixed percentile .
- Specialty REIT comparison group considered for 2024: Digital Realty Trust, Extra Space Storage, PotlatchDeltic, Uniti Group, Rayonier, Macerich .
Investment Implications
- Alignment: Ownership guidelines met, anti-hedging/anti-pledging, and clawback policy support strong alignment and governance; addition of relative TSR in 2025 strengthens long-term equity linkage to shareholder returns .
- Incentive outcomes: 2024 incentive funding at 111% (vs. 65% in 2023) and PRSU certification at 103% reflect improved execution on OIBDA/AFFO, which are core incentive metrics; this signals constructive incentive momentum under the current framework .
- Retention risk: CIC Plan double-trigger severance and equity acceleration provisions reduce flight risk for executive officers in change-of-control scenarios, improving continuity while balancing shareholder protections .
- Data gaps: Nancy’s individual cash/equity grants and Form 4 activity are not disclosed in proxies (non-NEO); insider trade tool access was unavailable. If specific ownership or transaction data are needed for trading signals (e.g., vesting-related sales), we should retrieve Form 4s once access is restored.
Overall: Governance structures and incentive design indicate solid pay-for-performance oversight and alignment. Company performance metrics used for incentives (Adjusted OIBDA, AFFO and relative TSR) improved materially in 2024, supporting constructive views on management execution and compensation calibration .