Susan Tolson
About Susan M. Tolson
Independent director of OUTFRONT Media Inc. since August 2014; age 63 as of April 1, 2025 . Former analyst and portfolio manager at Capital Research Company (20+ years) and Aetna Investment Management Company (2 years), with extensive media and investment management experience; designated an “audit committee financial expert” by OUT’s Board . Affirmed independent under NYSE and company guidelines in February 2025 . Board tenure marked by consistent meeting attendance (≥75% of Board and committee meetings in 2024) and Annual Meeting participation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Research Company | Analyst and Portfolio Manager | 20+ years | Buy-side investment expertise; media focus |
| Aetna Investment Management Company | Investment Professional | 2 years | Institutional investment experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Take-Two Interactive Software, Inc. | Director; Audit Committee Chair | Current | Chairs audit; deep financial oversight |
| Worldline E-Payment Services | Director; Audit Committee Member | May 2014 – June 2023 | Payments sector governance |
| Lagardère Groupe | Director | May 2011 – June 2021 | Media conglomerate board experience |
Board Governance
- Committee assignments: Audit Committee member (financially literate; “audit committee financial expert”); Nominating & Governance Committee member (independence requirements met) .
- Independence: Board affirmatively determined Tolson is independent (February 2025) .
- Attendance: In 2024, each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board activity: 7 Board meetings and 2 unanimous written consents; Audit Committee met 6 times; Nominating & Governance met 4 times; independent directors held 8 executive sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $82,500 | Standard outside director cash retainer |
| Committee member retainers | $10,000 (Nominating & Governance); $15,000 (Audit) | Per committee membership; standard rates |
| Committee chair retainers | $20,000 (Comp or N&G) / $30,000 (Audit) | If applicable; standard rates |
| 2024 Fees earned (Tolson) | $117,500 | Actual cash paid in 2024 |
| 2024 Stock award (RSUs) | $145,000 | Grant-date fair value; annual RSU grant |
| 2024 Total compensation | $262,500 | Cash + equity grant value |
- Equity grant mechanics: Annual RSU grant equal to $145,000 valued at grant-date closing price; generally vests one year from grant; dividend equivalents accrue and convert to shares upon vesting .
Performance Compensation
- Directors: No performance-based equity for outside directors; RSUs are time-vested (no Adjusted OIBDA/AFFO/TSR metrics applied to director grants) .
Other Directorships & Interlocks
| Company | Sector Overlap with OUT | Potential Interlock/Conflict Notes |
|---|---|---|
| Take-Two Interactive Software, Inc. | Advertiser-side media/entertainment | No OUT-related transaction disclosed; Tolson’s role is audit oversight at TTWO |
| Worldline E-Payment Services | Payments | Past service; no OUT-related transaction disclosed |
| Lagardère Groupe | Media | Past service; no OUT-related transaction disclosed |
- Board’s related-party oversight resides with Nominating & Governance Committee; no Tolson-specific related-party transaction disclosed in independence assessments (examples provided for other directors) .
Expertise & Qualifications
- Audit and financial oversight: OUT Board-designated “audit committee financial expert”; extensive investment management background .
- Media and governance: Multi-decade media industry exposure; public company board service across U.S. and Europe .
- Risk oversight participation via committee roles (audit; governance) .
Equity Ownership
| Item | Detail |
|---|---|
| RSUs outstanding (as of 12/31/2024) | 10,125 units (2024 annual grant) |
| Director stock ownership guideline | ≥3x annual cash retainer within 3 years |
| Guideline compliance status | All directors met guidelines as of 12/31/2024 (via shares and/or unvested RSUs; Dominguez permitted employer-owned shares consideration) |
| Anti-hedging and pledging | Hedging prohibited; short sales prohibited; pledging prohibited for directors and executives |
Governance Assessment
-
Strengths:
- Independence and multi-committee service (Audit; Nominating & Governance), with formal “audit committee financial expert” designation—supports robust financial reporting and governance oversight .
- Consistent engagement and attendance; participation in a Board with regular executive sessions and annual self-evaluations (third-party facilitated in 2024) .
- Ownership alignment: RSU participation; compliance with director ownership guidelines; anti-hedging and pledging prohibitions reduce misalignment risk .
-
Potential Risks/Conflicts:
- No Tolson-specific related-party transactions disclosed; independence affirmed. Board highlighted relationships for other directors (Courtin, Dominguez) in independence review—none noted for Tolson .
- External commitments appear manageable (one current U.S. public board; prior roles concluded), with audit chair experience as a positive signal for governance quality .
-
Signals for investors:
- Director pay structure is conventional (retainer + time-vested RSUs), emphasizing alignment rather than pay-for-performance; absence of meeting fees reduces per-meeting incentives .
- Board’s active risk oversight and ESG reporting cadence, with Nominating & Governance oversight of ESG disclosures and related-party reviews, indicates continuing governance focus .
- 2024 say-on-pay support at ~90% reflects broader investor comfort with compensation governance; though this pertains to NEOs, it supports board oversight credibility .