Frank Lanuto
StagwellAbout Frank Lanuto
Executive Vice President, Finance at Stagwell Inc. (formerly CFO 2019–Jul 2025), with 30+ years of finance leadership across advertising holding companies and public corporates. Education: MBA, Columbia Business School; BS in Accounting, Baruch College; licensed CPA in New York . Born 1963 . Tenure at STGW includes CFO through July 2025 before moving to EVP Finance amid a broader executive realignment; later designated principal accounting officer in Sep 2025 following CAO transition . Key company performance context used for executive pay linkage: Adjusted EBITDA and TSR drive incentive design; 2024 say‑on‑pay support exceeded 99% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Movado Group, Inc. | Vice President, Corporate Controller | 2015–2019 | Led global accounting at ~$600M luxury/fashion goods company; strengthened controls and reporting . |
| Randstad USA (Professionals Group) | Chief Financial Officer | 2014–2015 | CFO for ~$2B staffing/talent unit; drove operating efficiency and finance transformation . |
| Initiative (Interpublic Group) | EVP & Chief Financial Officer | ~2005–2008 | Oversaw global finance at $400M media division; managed large-scale operations . |
| Publicis Healthcare Communications | Chief Financial Officer | ~2003–2005 | Integrated finance post Bcom3 acquisition; harmonized controls across healthcare network . |
| Rapp (Omnicom) | COO & Chief Financial Officer | ~1993–2000 | Led financial operations and operational scaling for global CRM agency . |
| Bcom3 | EVP, Corporate Finance | ~2000–2003 | Directed corporate finance amid large holding company consolidation . |
| Arthur Andersen | Senior Manager | ~1985–1993 | Audit/assurance foundation across multinational clients . |
External Roles
No public company directorships or disclosed external board roles identified; corporate biography emphasizes finance leadership across Interpublic, Publicis, and Omnicom platforms .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 625,000 | 625,000 | 625,000 |
| Target Annual Bonus (% of Salary) | Up to 95% | Up to 95% | Up to 95% |
| Actual Annual Cash Bonus ($) | — | — | 333,984 (retention from 2023 program, paid 2024) |
Notes:
- For 2024 performance year, committee paid no annual cash bonuses; instead granted one‑year RSUs and retention cash for select execs (Lanuto: $205,000 retention, granted Mar 7, 2025) .
Performance Compensation
| Program | Grant Date | Instrument | Metric/Target | Target Award (#) | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Incentive | 3/8/2024 | RSU (service-based) | Continued service | 21,472 | Vests in full | 3/8/2025 (cliff) |
| 2024 Stock LTIP | 3/8/2024 | Performance RSU | Cum. Adjusted EBITDA target $1.325B; excludes >$100M rev acquisitions; includes gains/losses on dispositions | 172,207 | 80–120% of target based on 80–120% achievement; unearned <80% | Earn through 12/31/2026; service to 3/8/2027 |
| 2023 Stock LTIP | 2/23/2023 | Performance Restricted Shares | Cum. Adjusted EBITDA target $1.425B; excludes acquisitions | 136,265 | TBD (in-flight) | Earn through 12/31/2025; service to 3/1/2026 |
| 2022 Stock LTIP | 8/15/2022 | Performance Restricted Shares | Cum. Adjusted EBITDA target $1.425B; excludes acquisitions | 149,857 | Committee exercised discretion to vest 82% of target (122,883 shares) given performance context; remainder forfeited | Vested 3/31/2025 |
| 2021 Stock LTIP | 10/15/2021 | Performance Restricted Shares | Cum. Adjusted EBITDA target $1.1B; excludes acquisitions | 92,000 | 100% vested (target exceeded) | Vested 3/31/2024 |
2024 Equity Mix (grant-date fair value): Service RSUs $119,384; Performance RSUs $957,471 . 2024 stock vested for Lanuto: 164,493 shares; realized $1,072,442 .
Equity Ownership & Alignment
| Ownership Item | As of/When | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (Common Stock) | 4/18/2025 | 458,063 shares; <1% | Includes 136,265 unvested restricted shares; excludes unvested RSUs . |
| Unvested service RSUs | 12/31/2024 | 21,472 | Vested 3/8/2025 . |
| Unearned performance awards outstanding | 12/31/2024 | 458,329 | Sum of 2022 (149,857; partly vested in 2025), 2023 (131,722 for Leveton; Lanuto 136,265), 2024 (172,207); schedules detailed above . |
| 2024 stock vested | FY 2024 | 164,493 shares; $1,072,442 value | Liquidity event; indicative of potential selling supply . |
| Hedging/Pledging | Policy | Hedging prohibited; pledging limited to ≤40% with approval; currently no officer stock hedged/pledged . | |
| Ownership guidelines | — | Not disclosed for executives | Director policy disclosed; executive guidelines not specified in proxy sections provided . |
Potential selling pressure watchpoints:
- Large tranches potentially vest at 3/1/2026 (2023 LTIP) and 3/8/2027 (2024 LTIP), contingent on Adjusted EBITDA outcomes and service .
Employment Terms
| Term | Key Provision |
|---|---|
| Current role/status | EVP, Finance (effective Jul 8, 2025); previously CFO; designated principal accounting officer after CAO departure (Sep 9, 2025) . |
| Agreement (orig/amend) | Employment agreement dated May 6, 2019; amended Sep 8, 2021 to $625,000 base and up to 95% discretionary bonus . Q3 2025 10‑Q lists Amendment No. 1 (Jul 2, 2025) (content not reproduced in filing index) . |
| Severance (no CIC period) | 6 months’ base ($312,500), plus prior-year bonus if earned/approved; equity: prorated vesting per formulas; 12/31/2024 scenario total $2,116,993 (includes $1,804,493 equity) . |
| Severance (within CIC period) | 9 months’ base ($468,750); 100% of target LTIP vests; total $3,625,841 (includes $3,157,091 equity) . |
| Non‑compete/solicit/confidentiality | 2‑year post‑employment non‑solicit; client/employee restrictions; confidentiality; no disparagement provisions noted across executive group . |
| Clawback | Executive compensation clawback (post Oct 1, 2023 grants) for restatements; recovery if incentive pay exceeds restated amounts . |
| Tax gross‑ups | None in equity plan; “No Tax Gross‑ups” provision . |
Company Performance Context (for pay linkage)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (fixed $100) | 90.29 | 311.87 | 223.38 | 238.49 | 236.69 |
| Peer Group TSR (Vanguard Comm Svcs Index) | 127.97 | 144.32 | 87.57 | 125.33 | 164.97 |
| Net Income ($000s) | (207,197) | 35,920 | 50,044 | 41,642 | 25,044 |
| Adjusted EBITDA ($000s) | 177,332 | 253,652 | 451,118 | 360,139 | 410,787 |
2024 say‑on‑pay approval: >99% support .
Compensation Structure Analysis
- Equity‑heavy and EBITDA‑linked: LTIPs tied to cumulative Adjusted EBITDA, consistent with pay‑for‑performance (primary measures: Adjusted EBITDA, revenue growth, net debt) . Annual bonuses were withheld for 2022–2024 in favor of equity/retention instruments, increasing at‑risk pay duration .
- Discretionary vesting in 2022 LTIP: Committee vested 82% despite not meeting minimum target—raises alignment questions; rationale cited including acquisitions ≤$100M revenue and disposition effects .
- No repricing/gross‑ups; one‑year minimum vesting; no single‑trigger vesting on CIC: Plan design mitigates windfalls absent termination; protects shareholder alignment .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay: 2024 advisory vote >99% approval—strong investor support for plan design .
- 2022 peer benchmarking (Mercer): Comparator set included Sinclair Broadcast Group, IAC, Nexstar, TEGNA, Meredith, Gray Television, Criteo, E.W. Scripps, John Wiley & Sons, New York Times, Clear Channel Outdoor, Scholastic, Audacy; Omnicom/IPG referenced qualitatively (size differences) .
Investment Implications
- Near‑term supply events: Watch vesting calendars—2023 LTIP (3/1/2026) and 2024 LTIP (3/8/2027). If performance thresholds are met, these tranches can add selling pressure; note 2022 LTIP already vested 122,883 shares in Mar 2025 .
- Alignment positives: No single‑trigger CIC vesting; clawback policy; hedging banned/pledging limited; equity awards subject to minimum one‑year vesting; no option/SAR repricing without shareholder approval .
- Red flag: 2022 LTIP discretionary vest (82%) despite miss—monitor future committee discretion on in‑flight LTIPs (2023, 2024) for precedent .
- Retention: Multiple one‑year equity/retention awards (2022–2025) suggest targeted retention; role shift to EVP Finance in Jul 2025 and later principal accounting officer designation indicates continued reliance and lower immediate departure risk .
- Pay metrics tied to EBITDA/net debt and revenue growth: With 2025 guidance (reiterated Q2 2025) targeting 8% net revenue growth, $410–$460M Adjusted EBITDA, >45% FCF conversion—success elevates LTIP realizability and strengthens alignment; remarks delivered while Lanuto served as EVP Finance post-CFO transition .
Sources
- 2025 DEF 14A and exhibits: compensation tables, LTIP design/targets, equity plan governance, clawback, ownership, severance .
- Corporate website biography: roles/experience .
- Press release: executive transitions (CFO → EVP Finance) .
- 8‑K/10‑Q: principal accounting officer designation; employment agreement amendment listed in exhibits .
- Education/CPA: Muraena, RocketReach, résumé .
- Executive profile (year of birth/pay): Yahoo Finance profile .