Stock-Based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Effective as of June 10, 2019, we amended the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Stock Plan”) to, among other things, increase the number of shares of our common stock reserved for issuance under our prior plan by 5,100,000 shares, so that the aggregate number of shares reserved for issuance under the Stock Plan is 13,100,000 shares of our common stock. Under the Stock Plan, the board of directors is authorized to grant awards of options to purchase shares of our common stock, stock appreciation rights, restricted and unrestricted stock, restricted share units (“RSUs”), dividend equivalents, performance awards, including performance-based restricted share units (“PRSUs”), and other equity-related awards and cash payments to all of our employees and non-employee directors and employees of our subsidiaries. In addition, consultants and advisors who perform services for us and our subsidiaries may, under certain conditions, receive grants under the Stock Plan.

RSUs and PRSUs accrue dividend equivalents in amounts equal to the regular cash dividends paid on our common stock and will be paid in either cash or stock. Accrued dividend equivalents payable in stock shall convert to shares of our common stock on the date of vesting.

Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three-year service period. For PRSU awards, the number of shares an employee earns may range from 0% to 120% based on the outcome of a one year performance condition. Compensation expense is recorded based on the probable outcome of the performance condition. On an annual basis, our board of directors will review actual performance and certify the degree to which performance goals applicable to the award have

been met. Forfeitures of RSUs are recorded as incurred. On an annual basis, adjustments are made to compensation expense based on actual forfeitures and the forfeiture rates are revised as necessary.

The following table summarizes our stock-based compensation expense for 2019, 2018 and 2017.



	Year Ended December 31,
(in millions)	2019			2018			2017
RSUs and PRSUs	$	22.3		$	20.2		$	20.3
Stock options	—			—			0.2
Stock-based compensation expense, before income taxes	22.3			20.2			20.5
Tax benefit	(1.5		)	(1.3		)	(2.0		)
Stock-based compensation expense, net of tax	$	20.8		$	18.9		$	18.5

As of December 31, 2019, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $23.6 million, which is expected to be recognized over a weighted average period of 1.8 years.

RSUs and PRSUs

The following table summarizes the 2019 activity of the RSUs and PRSUs issued to our employees.



	Activity		Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2018	1,723,980		$	22.39
Granted:
RSUs	853,965		21.73
PRSUs	376,418		21.41
Vested:
RSUs	(602,181	)	22.05
PRSUs	(246,542	)	21.99
Forfeitures:
RSUs	(69,122	)	22.00
PRSUs	(11,750	)	21.77
Non-vested as of December 31, 2019	2,024,768		22.09

The total fair value of RSUs and PRSUs that vested was $18.3 million during 2019, $19.2 million during 2018 and $20.0 million during 2017.

Stock Options

Stock options vest over a four-year service period and expire eight or ten years from the date of grant. Forfeitures of stock options are recorded as incurred.

The following table summarizes the activity of stock options issued to our employees.



	Activity		Weighted Average Exercise Price
Outstanding as of December 31, 2018	141,847		$	23.08
Exercised	(15,319	)	10.78
Outstanding as of December 31, 2019	126,528		24.57

Exercisable as of December 31, 2019	126,528		24.57

The following table summarizes other information relating to stock option exercises.



	Year Ended December 31,
(in millions)	2019		2018		2017
Tax benefit of stock option exercises	$	—	$	—	$	0.1
Intrinsic value of stock option exercises	0.1		0.4		2.1

The following table summarizes information concerning outstanding and exercisable stock options to purchase our common stock under the Stock Plan as of December 31, 2019.



	Outstanding				Exercisable
Range of Exercise Price	Number of Options	Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price
$10 to 14.99	13,169	0.15	$	13.68	13,169	$	13.68
$20 to 24.99	9,946	1.12	20.07		9,946	20.07
$25 to 29.99	103,413	1.72	26.39		103,413	26.39
	126,528				126,528

Stock options outstanding as of December 31, 2019, have a weighted average remaining contractual life of 1.46 years and the total intrinsic value for “in-the-money” options, based on the closing stock price of our common stock of $26.82, was $0.3 million. Stock options exercisable as of December 31, 2019, have a weighted average remaining contractual life of 1.46 years and the total intrinsic value for “in-the-money” exercisable options was $0.3 million.