Nicolas Brien
About Nicolas Brien
Nicolas “Nick” Brien, 63, is Chief Executive Officer of OUTFRONT Media (appointed August 21, 2025) after serving as Interim CEO beginning February 10, 2025; he has been a director since October 2014, bringing 30+ years leading major advertising, media, and ad-tech organizations . Under his leadership in 2025, OUTFRONT reported Q3 revenues of $467.5m and Adjusted OIBDA of $137.2m, with momentum into Q4; Brien emphasized NYC transit strength and continued business improvement . Company pay-for-performance designs emphasize Adjusted OIBDA, AFFO, and now relative TSR in long-term equity, aligning incentives with stockholder outcomes .
Financial context (scale and recent trend):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $1,772.1m | $1,820.6m | $1,830.9m |
| EBITDA ($USD) | $436.2m* | $375.5m* | $378.5m* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enthusiast Gaming Holdings Inc. | Chief Executive Officer | 2023–2024 | Led gaming media company through period of transition and change . |
| Amobee, Inc. | Chief Executive Officer | 2021–2022 | Led ad-tech platform; deepened ad-tech and data-driven marketing expertise . |
| Dentsu Aegis Network Ltd. | CEO, Americas and U.S.; Consultant | 2017–2019; 2020 | Ran large agency network across the Americas; focused on digital transformation . |
| Hearst (iCrossing; Magazines Marketing Services) | CEO, iCrossing; President, Hearst Magazines Marketing Services | 2015–2017 | Built digital marketing and data-driven capabilities across properties . |
| McCann Worldgroup | Chairman & Chief Executive Officer | 2010–2012 | Led global advertising network; scaled integrated marketing operations . |
| IPG Mediabrands | Chief Executive Officer | 2008–2010 | Drove media investment operations and client growth . |
| Universal McCann | Chief Executive Officer | 2005–2008 | Oversaw global media agency brand . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| OUTFRONT Media Inc. | Director | 2014–present | Management director (ceased to be “independent” upon becoming Interim CEO in Feb 2025) . |
Fixed Compensation
| Component | Interim CEO (Letter Agreement Jan 31, 2025) | CEO (Employment Agreement Aug 21, 2025) |
|---|---|---|
| Base Salary | $66,667 per month ($800,004 annualized) | $1,000,000 annual base salary |
| Target Annual Bonus | 100% of earned base salary for 2025 only | 100% of base salary (subject to proration for 2025) |
| Long-Term Incentive (LTI) | One-time RSU grant with grant date fair value $1,333,333; vests in full on first anniversary (Feb 20, 2026), subject to continued service; prorated/continued vesting upon certain terminations while continuing board service | Target annual LTI starting 2026: $5,000,000; one-time performance PSU award $2,000,000 tied to 3-year stock price hurdles; separate one-time RSU $1,000,000 with 3-year cliff (or earlier vest on certain terminations) |
Performance Compensation
Annual executive cash bonus design (applies company-wide; Brien’s 2025 bonus eligibility as above):
| Metric | Weighting | Target Definition | Payout Range | 2024 Actual Funding |
|---|---|---|---|---|
| Adjusted OIBDA (company) | 75% of financial component | Annual target set vs budget/market | 50%–200% of target (scale: ±2.5%/±5% steps) | Financial component funded at 116.2% on 101.6% weighted achievement; final total payout at 111% after 33% individual component at 100% |
| AFFO (company) | 25% of financial component | Annual target set vs budget/market | 50%–200% of target | Included in 101.6% weighted achievement noted above |
| Individual Performance | 33% of total bonus | Pre-established qualitative objectives | 0%–200% | Set at 100% for 2024 |
Long-term equity incentives (program evolution and CEO-specific awards):
| Award | Weighting/Value | Performance Metric(s) | Vesting | Notes |
|---|---|---|---|---|
| PRSUs (2024 program) | 60% of annual LTI | One-year Adjusted OIBDA (75%) + AFFO (25%); 60%–120% payout scale | Earned PRSUs vest ratably over 3 years | 2024 PRSUs certified at 103% of target . |
| TRSUs (2024 program) | 40% of annual LTI | Service only | Ratable over 3 years | Dividend equivalents as applicable . |
| PRSUs (2025 updates) | 60% of annual LTI | 36%: one-year Adjusted OIBDA; 24%: 3-year relative TSR vs custom peer group (0%–200%) | OIBDA portion vests ratably over 3 years; TSR portion cliff vests at 3 years | Added TSR; removed AFFO from PRSU metrics . |
| Transition PRSUs (2025) | One-time | 2-year relative TSR (0%–200%) | Cliff at 2 years | To bridge shift in vesting periods . |
| Interim CEO RSUs (one-time) | $1,333,333 | Service | One-year cliff | Feb 20, 2025 grant; vest Feb 20, 2026; board-service-based vesting on certain terminations . |
| CEO “Out-Performance Award” PSUs (one-time) | $2,000,000 | 3-year average trading price; 0% below $30; 100% at $30; 200% at $50; linear in between | Cliff at 3 years; post-vesting 1-year holding requirement | Strong TSR alignment; capped at 200% . |
| CEO RSU (one-time) | $1,000,000 | Service | 3-year cliff or acceleration on certain terminations | Granted Sept 4, 2025 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 62,091 common shares as of April 1, 2025; less than 1% of outstanding (167,024,878 shares outstanding) . |
| Director RSUs outstanding (12/31/2024) | 10,125 RSUs from June 3, 2024 annual grant (while an Outside Director) . |
| Executive Stock Ownership Guidelines | CEO: 5x base salary; CFO: 3x; others: 2x; 5 years to comply . |
| Director Stock Ownership Guidelines | Non-employee directors: 3x annual cash retainer within 3 years; all directors met guideline as of 12/31/2024 . |
| Hedging/Pledging | Hedging prohibited; directors and executive officers prohibited from pledging company securities . |
| Clawback | NYSE/SEC-compliant clawback; post-restatement analysis concluded no recoupment required (no excess incentive comp) . |
Vesting and potential selling pressure:
- Near-term: One-year RSU from Feb 20, 2025 vests Feb 20, 2026 (potential liquidity event) .
- Medium-term: One-time CEO RSU $1,000,000 and performance PSUs granted Sept 2025 cliff-vest after three years, subject to conditions (potential 2028 events) .
Company policy forbids pledging/hedging, mitigating alignment risks .
Employment Terms
| Topic | Interim CEO (effective Feb 10, 2025) | CEO (effective Aug 21, 2025) |
|---|---|---|
| Term | Serves until permanent CEO appointed; resignation (30 days’ notice), cause, death/disability . | At-will; standard termination provisions (cause, good reason, disability, death) . |
| Severance/Termination | Eligible for 2025 bonus and continued/pro-rata vesting of one-year RSUs on certain terminations (e.g., replaced by new CEO, death/disability) . | If terminated without Cause or for Good Reason: 12 months base + target bonus, pro-rata bonus, up to 12 months COBRA subsidy, and acceleration of equity expected to vest in 12 months (performance awards subject to conditions); pro-rata performance award treatment . |
| Change-of-Control | — | Company practice: double-trigger acceleration upon change in control for plan participants; non-equity severance benefits for executive officers . |
| Restrictive Covenants | Employee non-solicitation during employment and 12 months after . | Non-competition, non-disparagement, non-solicitation, confidentiality, IP; durations per agreement (specified post-termination periods) . |
| Clawback/Insider Trading | Covered by company Clawback and Insider Trading policies . | Covered by company Clawback and Insider Trading policies . |
Board Governance
- Service/Role: Director since 2014; Interim CEO Feb 2025; CEO Aug 2025; ceased to be “independent” upon becoming Interim CEO .
- Committee Roles: Served on Compensation Committee during 2024; resigned from committee upon becoming Interim CEO on Feb 10, 2025 .
- Current Committees: None (management director); Board notes Brien, Diaz, Dominguez not on any committees .
- Board Leadership/Independence: Independent Chairman (Michael J. Dominguez); Lead Independent Director role existed (Joseph Wender retiring at 2025 AGM); with independent Chair, Board did not expect to elect a new Lead Independent Director at AGM .
- Attendance and Sessions: Each director attended at least 75% of meetings; independent directors held eight executive sessions in 2024 .
- Director Compensation (as Outside Director, 2024): Cash $92,500; Stock awards (RSUs) $145,000; Total $237,500 .
Dual-role implications: Brien simultaneously serving as CEO and director reduces independence; however, separation of CEO and independent Chairman roles and independent committee chairs provide checks and oversight .
Director Compensation (for 2024 while Outside Director)
| Item | Amount |
|---|---|
| Fees earned (cash) | $92,500 |
| Stock awards (RSUs) | $145,000 |
| Total | $237,500 |
Say-on-Pay, Peer Group, and Committee Process
- Say-on-Pay: 2024 approval ~90% of votes cast, indicating strong investor support for pay program .
- Compensation Peer Group (2024 cycle): Media/advertising peers incl. Lamar Advertising, Clear Channel Outdoor, Nexstar, TEGNA, Stagwell, Magnite, NYT, Sinclair, EW Scripps, AMC Networks, IAC, Gray Media; peer selection criteria by size and revenue mix .
- Consultant and Independence: Compensation Committee retained ClearBridge; no conflicts found per NYSE/SEC factors .
- Compensation Committee (2024): Angela Courtin (member), Peter Mathes (Chair), and Brien (member until Feb 2025); Brien resigned from the committee upon becoming Interim CEO .
Performance & Track Record (selected)
| Period/Metric | Result |
|---|---|
| Q3 2025 results | Revenues $467.5m; Adjusted OIBDA $137.2m; AFFO $100.3m; CEO commentary noted upside vs expectations, especially NYC transit . |
| 2024 performance (context for incentive funding) | Adjusted OIBDA for bonus plan $462.0m; AFFO $306.9m; final bonus pool 111% of target . |
Compensation Structure Analysis (signals)
- Equity-heavy, performance-contingent mix (addition of 3-year relative TSR PRSUs; price-hurdle “Out-Performance Award”) increases alignment with long-term TSR and reduces reliance on AFFO in LTI—positive for owners .
- One-year RSU for Interim CEO (vests Feb 2026) and new CEO one-time grants concentrate vesting windows (Feb 2026; Sept 2028), creating visible potential selling windows but also retention hooks; pledging is prohibited, and post-vesting holding applies to the PSU award .
- Company maintains double-trigger CoC protection and a compliant clawback; no recoupment required after restatement review—limits windfall risk and enforces accountability .
Risk Indicators & Red Flags
- Independence: CEO-director dual role; mitigated by independent Chair and independent committee leadership .
- Related party/Independence reviews: Board conducted independence determinations (e.g., for Dominguez/Providence and Courtin/YouTube), and confirmed independence where applicable; Brien ceased to be independent when he became Interim CEO .
- Hedging/Pledging: Prohibited (reduces misalignment risk) .
- Restatement/Clawback: Restatement triggered formal clawback review; no recoupment required (metrics used for pay not impacted) .
Equity Ownership & Beneficial Ownership (detail)
| Holder | Shares | % Outstanding |
|---|---|---|
| Nicolas Brien | 62,091 | <1% |
Note: Shares outstanding as of April 1, 2025: 167,024,878 .
Investment Implications
- Alignment and upside leverage: The 3-year price-hurdle “Out-Performance Award” and relative TSR PRSUs tie Brien’s realized pay directly to sustained stock performance, improving pay-for-performance integrity vs prior-year AFFO-heavy LTI .
- Retention vs liquidity timing: The one-year RSU (vests Feb 2026) and multi-year cliff RSUs/PSUs (2028) create retention and potential supply events; anti-pledging/hedging and PSU post-vest holding mitigate near-term misalignment risks .
- Governance checks: Independent Chair and committee structure temper dual-role independence concerns; strong Say-on-Pay support (~90%) and use of an independent consultant indicate lower governance friction risk near term .
- KPI linkage: Annual bonuses tied to Adjusted OIBDA/AFFO, with 2024 payouts at 111% of target, suggest realistic target setting; the 2025 shift to add TSR in PRSUs increases external-performance linkage—a positive for long-term holders .