Richard Sauer
About Richard Sauer
Executive Vice President and General Counsel at OUTFRONT Media since 2014; his employment was renewed under a 2017 agreement and compensation terms were increased over time (base salary to $650,000; target bonus to 70%) . Company performance context for incentive alignment: 2024 revenues $1,830.9 million, Adjusted OIBDA $464.8 million, and AFFO $307.5 million ; 2024 total shareholder return (TSR) metric for pay-versus-performance was $87 on a $100 base versus peer TSR $91 . The company paid cash bonuses at 111% of target for 2024 and funded PRSUs at 103% based on weighted OIBDA/AFFO outcomes, reinforcing pay-for-performance linkages .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OUTFRONT Media Inc. | EVP, General Counsel | 2014–present | Executive officer role; employment terms include restrictive covenants (non-compete, non-disparagement, non-solicit, confidentiality) supporting governance and risk management . Participated in enterprise compensation risk assessment processes among senior leaders . |
External Roles
No public company directorships are listed for Mr. Sauer in the company’s proxy materials; he is identified as an NEO (executive officer), not as a director .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 650,000 | 70% | 455,000 | 505,050 (111% of target) |
| 2023 | 650,000 | 70% | n/a | 295,750 |
| 2022 | 626,923 | 70% | n/a | 655,901 |
Compensation term progression (per employment agreements): base salary increased to $650,000 in 2022; target bonus increased to 70% in 2022 .
Performance Compensation
Executive Cash Bonus Plan (Design and 2024 Outcomes)
| Metric | Weighting | Payout Range | 2024 Outcome | Result |
|---|---|---|---|---|
| Weighted avg achievement of Adjusted OIBDA (75%) and AFFO (25%) | 67% | 50%–200% of target | Weighted average achievement 101.6% | Contributed to aggregate bonus at 111% of target |
| Individual performance | 33% | up to 200% | Committee set at 100% for all NEOs | Aggregate bonus 111% of target |
| 2024 Bonus Result | Value |
|---|---|
| Actual bonus as % of target | 111% |
| Actual bonus ($) | 505,050 |
Long-Term Equity Incentive Awards (2024 Grants and Earned Outcomes)
| Grant Date | Instrument | Target Units | Earned Units | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 2/20/2024 | PRSUs | 38,616 | 39,774 (103% of target based on performance) | Ratable over 3 years beginning 2/20/2025 | 479,997 |
| 2/20/2024 | TRSUs | 25,744 | n/a (time-based) | Ratable over 3 years beginning 2/20/2025 | 319,998 |
Program changes effective 2025: LTI allocation updated to 60% PRSUs (60% based on one-year Adjusted OIBDA with 3-year ratable vesting; 40% based on relative TSR over a 3-year performance period with cliff vesting at year 3) and 40% time-based RSUs; PRSU earn-out ranges 0–120% (OIBDA) and 0–200% (TSR) . OUT-Performance PSU awards include stock price-based payouts: below $30 yields 0%, $30 equals 100%, and $50 or higher equals 200% of target, with linear interpolation in between; 3-year performance period .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 120,836 shares; <1% of outstanding |
| Shares outstanding (as of 4/1/2025) | 167,024,878 |
| Unvested RSUs and earned PRSUs (FY-end 2024) | 11,302 (2022 grant) ; 22,135 (2023 grant) ; 65,518 (2024 grant) |
| Vesting schedules | Each annual grant vests in three equal installments, beginning one year after grant (2/20/2022 → start 2/20/2023; 2/20/2023 → start 2/20/2024; 2/20/2024 → start 2/20/2025) |
| Shares acquired on vesting (2024) | 35,404; value realized $440,071 |
| Options outstanding | None shown for Sauer (no exercisable or unexercisable options listed) |
| Ownership guidelines | Other executive officers must hold 2x base salary; executives have five years to comply |
| Guideline compliance | All NEOs met their guidelines as of or prior to 12/31/2023 |
| Anti-hedging/pledging | Hedging and short sales prohibited; pledging prohibited for directors and executive officers |
Employment Terms
| Term | Provision |
|---|---|
| Role and start | EVP, General Counsel; employment agreement effective 2/17/2014; new agreement effective 3/1/2017 (at-will until termination) |
| Base salary and target bonus | Base salary increased to $650,000 in 2022; target bonus 70% of base salary from 2022 onward |
| LTI target value | Increased over time to $800,000 (2022) |
| Restrictive covenants | Non-compete, non-disparagement, non-solicit, confidentiality/ownership of work product, cooperation in litigation |
| Good Reason definition | Material reduction in salary/bonus %; reduction in positions/authority; inconsistent duties; company breach; relocation >50 miles outside Manhattan |
| Severance (no cause/Good Reason) | 12 months base salary; 12 months company-paid medical/dental; accelerated vesting of RSU and PRSU awards |
| Change-in-control severance | Company-wide CIC Plan adopted 2015 ; practice includes double triggers for accelerated equity vesting and non-equity severance |
| Estimated CIC termination payouts (as of 12/31/2024) | Salary and other cash compensation $1,300,000; annual bonus $910,000; continued health benefits $50,094; vesting of equity awards $1,777,949; total $4,038,043 |
| Estimated no cause/Good Reason payouts (as of 12/31/2024) | Salary and other cash compensation $650,000; continued health benefits $25,047; vesting of equity awards $1,777,949; total $2,452,996 |
| Clawback policy | NYSE/SEC-compliant clawback; Committee concluded no recoupment required following accounting restatement |
| Perquisites and benefits | Company contributions to 401(k) and company-paid life insurance (total “All Other Compensation” $12,832 in 2024) |
Compensation Summary (Multi-Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 626,923 | 650,000 | 650,000 |
| Stock Awards ($) | 799,970 | 799,998 | 799,995 |
| Non-Equity Incentive Plan Compensation ($) | 655,901 | 295,750 | 505,050 |
| All Other Compensation ($) | 11,287 | 12,369 | 12,832 |
| Total ($) | 2,094,081 | 1,758,117 | 1,967,877 |
Performance Compensation Details (Award Design)
| Component | Metric/Design | Weighting/Range | Notes |
|---|---|---|---|
| Executive Cash Bonus | Weighted OIBDA (75%) and AFFO (25%) as financial component; individual performance | 67% financial; 33% individual; 50%–200% payout range | Design emphasizes operating strength and cash-flow metrics common for media REITs |
| PRSU (2024 annual) | One-year performance determination; then time vesting over 3 years | Final earn at 103% of target based on 2024 weighted OIBDA/AFFO | Sauer target 38,616 earned 39,774 |
| PRSU/RSU (2025 program) | 60% PRSUs: 60% one-year OIBDA (3-year ratable vest), 40% relative TSR (3-year cliff); 40% RSUs (3-year ratable) | Earn ranges 0–120% (OIBDA) and 0–200% (TSR) | Reflects added market-condition alignment via TSR; AFFO removed |
| OUT-Performance PSU | Stock price performance-based thresholds | <$30 = 0%; $30 = 100%; ≥$50 = 200%; 3-year period | Market-condition award; payout curve uses average trading price |
Investment Implications
- Pay-for-performance alignment is robust: 2024 cash bonus funded at 111% of target and PRSUs earned at 103% based on OIBDA/AFFO; 2025 LTI design adds relative TSR and maintains significant at-risk pay, which should enhance alignment with shareholders over multi-year horizons .
- Vesting cadence creates predictable supply: multiple RSU/earned PRSU tranches vest annually each February for grants from 2022–2024; 35,404 shares vested for Sauer in 2024 (value $440,071), indicating ongoing settlement flows that may create discretionary selling depending on tax and diversification needs .
- Retention risk appears moderate: severance for no-cause/Good Reason is 12 months salary and benefits with equity acceleration; CIC payouts are structured with double triggers and approximate 2× salary and 2× target bonus for Sauer (total $4.04 million), which supports retention through potential strategic events without excessive golden parachute risk .
- Governance safeguards and alignment: anti-hedging/pledging policies, stock ownership guidelines (2× salary for non-CEO executives) with confirmed compliance, and a clawback policy reduce red-flag risk around incentives and trading behavior .
- Options are absent and equity mix is RSU/PRSU-heavy: this lowers risk-taking compared to options and focuses on sustained performance and service-based vesting, consistent with REIT/media capital structures and cash-flow priorities .