Nicolle Pangis
About Nicolle Pangis
Nicolle Pangis is a non-employee director of OUTFRONT Media, elected on August 21, 2025, and serves on the Compensation Committee; her term runs until the 2026 Annual Meeting unless earlier resignation or removal . She is Vice President, Advertising at Netflix (since October 2024) and previously was CEO of Ampersand (May 2018–December 2023), Global COO of GroupM’s [m]PLATFORM (2016–2017), Global COO/Global CRO of Xaxis (2014–2016), and held executive roles at 24/7 Media (2005–2014) . Education includes a BA from Boston University and an MBA from Rutgers University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ampersand (f/k/a NCC Media) | President & CEO | May 2018–Dec 2023 | Led data-driven TV and programmatic initiatives |
| GroupM – [m]PLATFORM | Global COO | Dec 2016–Dec 2017 | Product, partnerships, and technology leadership |
| Xaxis | Global COO; Global CRO | Jan 2014–Dec 2016 | Scaled programmatic operations and revenue |
| 24/7 Media | Executive roles (NA & Europe); President of 24/7 Real Media | May 2005–Jan 2014 | Led ad tech expansion across regions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Netflix | Vice President, Advertising (North America) | Since Oct 2024 | Operating role; not a board position |
| Ad Council | Board Director | Current (as of 2025) | Non-profit governance role |
Board Governance
- Elected to OUTFRONT’s Board on Aug 21, 2025; Compensation Committee member from that date .
- The Form 8‑K notes no Item 404(a) related-party transactions for Pangis, and she receives standard non-employee director compensation per policy (cash retainer and RSUs), indicating outside director status; independence will be assessed under NYSE standards in the ordinary course .
- OUTFRONT’s governance framework features independent committee chairs, executive sessions, annual self-evaluations, anti-hedging policy, and director stock ownership guidelines, which apply to non-employee directors (including new appointees) .
Fixed Compensation
| Component | 2025 |
|---|---|
| Annual Board Retainer (cash) | $82,500 |
| Committee Member Retainer (Compensation Committee) | $10,000 |
| Annual RSU Grant (equity; subject to proration for mid-year appointment) | $145,000 grant date value |
| RSU Vesting | Generally 1-year from grant; dividend equivalents accrue and convert to shares at vest |
Performance Compensation
| Metric | Measurement | 2025 |
|---|---|---|
| Director equity performance metrics | None disclosed; director RSUs are time-based (not tied to performance metrics) | Not applicable |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Transaction | Status/Disclosure |
|---|---|---|---|
| Netflix (her employer) | Demand-side advertiser in media | Could purchase OUTFRONT OOH inventory via agencies/platforms | No related-party transactions for Pangis disclosed; Item 404(a) none |
| Ad Council (non-profit) | Board Director | Occasional PSA campaigns on OOH broadly | Not a related-party transaction; governance/industry body |
Expertise & Qualifications
- Deep programmatic and adtech expertise; data-driven media, platform integration, and marketplace leadership (Xaxis, GroupM [m]PLATFORM, Ampersand) .
- Education: BA (Boston University), MBA (Rutgers University) .
- Recognitions cited in public bios include Adweek 50 and AdAge 40 Under 40, underscoring industry leadership .
Equity Ownership
| Metric | As of Sep 17, 2025 |
|---|---|
| Initial Statement of Beneficial Ownership (Form 3) | Filed; “No securities are beneficially owned.” |
| Power of Attorney for Section 16 filings | Executed Aug 22, 2025 (Exhibit 24.1) |
| Director Stock Ownership Guidelines | Non-employee directors expected to own ≥3× annual cash retainer within 3 years |
| Hedging/Pledging | Prohibited by company policy; directors may not hedge or pledge company stock |
Insider Filings
| Filing Type | Date of Event | Filed Date | Key Details |
|---|---|---|---|
| Form 3 (Initial Ownership) | 08/21/2025 | 09/17/2025 | Director; no securities beneficially owned; POA Exhibit 24.1 attached |
Governance Assessment
- Committee role: Sitting on the Compensation Committee places Pangis at the center of pay philosophy oversight, incentive design, and consultant engagement (ClearBridge retained; independence confirmed by the Committee) .
- Independence/Conflicts: No related-party transactions disclosed for Pangis upon appointment; compensation follows outside director policy, supporting independence and alignment expectations under NYSE standards .
- Alignment: Initial Form 3 showed no holdings; equity alignment will come primarily via annual RSUs and director ownership guidelines (≥3× cash retainer within 3 years), alongside policies prohibiting hedging/pledging .
- Board governance quality: OUTFRONT maintains majority independent board, executive sessions, annual self-evaluations, clawback policy for executives, and strong stockholder rights (e.g., majority voting in uncontested elections), bolstering investor confidence in oversight processes .
- Shareholder sentiment signals: 2024 say-on-pay received ~90% support, indicating general approval of compensation design and governance; relevant for Compensation Committee oversight .
RED FLAGS: None disclosed specific to Pangis—no Item 404 related-party transactions, and anti-hedging/anti-pledging policies apply to directors. Monitoring focus should include any Netflix–OUTFRONT commercial dealings and timely progress toward stock ownership guidelines as tenure advances .