Peter Mathes
About Peter Mathes
Peter Mathes, age 72 as of April 1, 2025, has served as an Independent Director of OUTFRONT Media Inc. since March 2014. He previously served as Chairman and CEO of AsianMedia Group LLC (2004–Sept 2011) and held senior roles at Chris Craft/United Television Group, including Executive Vice President (1998–2001), bringing more than 30 years of experience in television station operations and local/national advertising sales strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AsianMedia Group LLC | Chairman & Chief Executive Officer | 2004 – Sep 2011 | Media leadership; advertising strategy expertise |
| Chris Craft/United Television Group | Executive Vice President; prior managerial roles | EVP 1998 – 2001; roles since 1982 | Oversight of television stations; national/local ad sales |
External Roles
- No current public company directorships disclosed for Mr. Mathes in OUTFRONT’s 2025 proxy .
Board Governance
- Independence: Board determined Mr. Mathes is independent under NYSE standards and company guidelines (February 2025 review) .
- Committee assignments:
- Compensation Committee: Chair; the committee met 4 times in 2024 and acted by unanimous written consent twice .
- Audit Committee: Member; Audit Committee met 6 times in 2024; Mathes designated an “audit committee financial expert” .
- Board engagement and attendance:
- Board held 7 meetings in 2024 plus 2 special committee meetings; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Independent directors held 8 executive sessions in 2024 .
- Leadership context:
- Michael J. Dominguez named non-executive Chairman (Feb 2025); Nicolas Brien appointed Interim CEO (Feb 10, 2025) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 117,500 | 117,500 |
| Stock Awards ($) | 145,000 | 145,000 |
| Total ($) | 262,500 | 262,500 |
Applicable cash retainer schedule (outside directors):
- Board annual retainer: $82,500
- Audit Committee member: $15,000
- Compensation Committee chair: $20,000
Performance Compensation
Director equity is time-based RSUs (no performance conditions); grants generally vest one year from grant with dividend equivalents accruing and converting to shares upon vesting .
| Grant Year | Grant Date | Instrument | Shares Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2023 | Jun 6, 2023 | RSUs | 9,863 | 145,000 | Generally 1 year from grant |
| 2024 | Jun 3, 2024 | RSUs | 10,125 | 145,000 | Generally 1 year from grant |
Notes
- All outside directors (including Mathes) received the annual RSU grant (pro-rata if joining post-grant) .
- No stock options or PSUs are disclosed for directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: During 2024, members (Brien, Courtin, Mathes) were not officers or employees; no executive served on another company’s board/comp committee that employed any of OUT’s directors; and no relationships required disclosure under Item 404 for 2024 .
- Lead Independent Director transition: Joseph H. Wender (also Audit Chair) to retire and not stand for re-election at the 2025 Annual Meeting (announced April 17, 2025) .
Expertise & Qualifications
- Audit committee financial expert (as defined by SEC) .
- Deep media and advertising sales expertise; development/acquisition/oversight of TV stations .
- Independence affirmed by the Board’s 2025 review .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class | Unvested RSUs Outstanding (12/31/24) |
|---|---|---|---|
| Peter Mathes | 61,502 | <1% | 10,125 |
Additional alignment policies
- Director stock ownership guideline: ≥3x annual cash retainer within 3 years; all directors were in compliance as of 12/31/24 (considering direct holdings and unvested RSUs) .
- Anti-hedging policy prohibits directors from trading company derivatives or shorting the stock .
Governance Assessment
Positive signals
- Independence and committee leadership: Independent status confirmed; serves as Compensation Committee Chair and Audit Committee member; designated audit committee financial expert—supports oversight credibility .
- Engagement: Board and committee meeting cadence robust; each director met ≥75% attendance; frequent executive sessions indicate active independent oversight .
- Pay and alignment: Director pay structure balances cash retainers with time-vested RSUs; annual RSUs vest in one year with dividend equivalents; stock ownership guideline compliance indicates alignment .
- Pay governance context: 2024 Say-on-Pay passed with ~90% support, indicating broad shareholder approval of compensation practices; Compensation Committee uses independent consultant (ClearBridge) with no conflicts found .
- Conflicts: No related-party transactions requiring disclosure since Jan 1, 2024 .
Watch items / potential risks
- Compensation Committee size: Following Mr. Brien’s appointment as Interim CEO (Feb 10, 2025), he resigned from the committee, leaving two members (Mathes and Courtin). While both are independent, a two-member committee can concentrate influence and reduce redundancy; monitor post-AGM committee refresh .
- Audit leadership transition: Lead Independent Director and Audit Chair Joseph Wender to retire at the 2025 Annual Meeting; audit committee composition and leadership changes warrant monitoring for continuity of financial oversight .
Related policies supporting investor confidence
- Clawback policy and ongoing compensation risk assessments; cybersecurity oversight under Audit Committee; clear governance practices (no poison pill; majority voting; proxy access) .
Appendix: Committee/Attendance Snapshot (FY2024)
- Audit Committee: Members—Wender (Chair), Mathes, Tolson; 6 meetings .
- Compensation Committee: Members—Mathes (Chair), Courtin; 4 meetings and 2 unanimous written consents (post-Feb 10, 2025 change reflected) .
- Board: 7 meetings; all directors ≥75% attendance; 8 executive sessions of independent directors .