Anna Reilly
About Anna Reilly
Anna Reilly, age 61, is a long-tenured Lamar director (Director since 2001) and a manager of the Reilly Family, LLC (RFLLC), the company’s controlling stockholder; she brings civic leadership experience and local-market perspective to the board. She currently serves as Chair of the National Board of Book Harvest and on the Advisory Board of Wake Forest University’s Face to Face initiative; earlier, she owned and operated Lula’s Café (1995–2000). She is the sibling of Executive Chairman Kevin P. Reilly, Jr., CEO/President Sean E. Reilly, and director Wendell Reilly, a key factor in her non‑independent classification.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lula’s Café (South Bend, IN) | Owner/Operator | 1995–2000 | Small business operator experience in local community engagement |
| Boston Thurmond Community Network (Purpose Built Community) | Former Chair | n/d–2020 | Community development leadership |
| Helen Simoneau Danse | Former Chair | through 2020 | Nonprofit governance |
| Winston-Salem Foundation | Asset Development Committee | 2009–2014 | Philanthropic capital development |
| Duke Univ. Sanford School of Public Policy | Board of Visitors; Chair, Development Committee | 2005–2012 | University board fundraising leadership |
| Bethesda Center for the Homeless | Director | 2007–2012 | Nonprofit oversight |
| St. Joseph Capital Bank (now Old National Bank) | Director | 2001–2006 | Financial services board exposure |
| Stanley Clark School | Trustee | n/d | Education governance |
| Community Foundation of St. Joseph County | Director | n/d | Community philanthropy governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Book Harvest (National Board) | Chair | Current | National literacy nonprofit leadership |
| Wake Forest “Face to Face” | Advisory Board | Current | Civic engagement programming |
| Additional prior roles (see Past Roles) | Various | Former | As listed above |
Board Governance
- Independence: Not independent under Nasdaq standards; independent directors named exclude Ms. Reilly. Her siblings are the Executive Chairman and CEO, and she is a manager of RFLLC (controlling stockholder), reinforcing non‑independence.
- Committees: None. She is not listed on Audit, Compensation, or Nominating & Governance.
- Attendance and engagement: The Board met 4 times in 2024; each director attended at least 75% of Board and relevant committee meetings. All directors attended the 2024 annual meeting except Mr. Reifenheiser.
- Executive sessions: Independent directors held two executive sessions in 2024.
- Leadership structure: Executive Chairman and CEO roles are held by siblings; no Lead Independent Director is disclosed.
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Cash Fees ($) | Equity Grant (Fair Value) ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 50,000 | 0 (no committee roles) | 75,000 (non-committee director) | 125,000 |
Director pay structure (FY2024):
- Annual cash retainer: $50,000 (paid monthly).
- Committee member annual cash fees: Audit $7,500; Compensation $3,000; Nominating & Governance $3,000; Chairs receive additional: Audit $20,000; Comp Chair $9,000; N&G Chair $9,000.
- Annual equity upon (re)election (restricted stock, Class A): Non‑committee $75,000; Committee member $80,000; Comp/N&G Chair $95,000; Audit Chair $100,000. 50% vests at grant, 50% at end of one‑year term.
Performance Compensation
- No performance‑based compensation is provided to non‑employee directors; equity grants are time‑based restricted stock that vest 50% immediately and 50% at term end. No options or performance metrics are disclosed for directors.
Grant design details (directors)
| Element | Design |
|---|---|
| Instrument | Restricted stock (Class A) |
| Vesting | 50% at grant; 50% at end of one‑year term |
| Performance metrics | None disclosed/applicable for director equity |
Other Directorships & Interlocks
| Type | Company | Role | Tenure/Status |
|---|---|---|---|
| Current public company boards | — | — | None disclosed |
| Prior public/company boards | St. Joseph Capital Bank (now Old National Bank) | Director | 2001–2006 |
| Controlling stockholder governance | Reilly Family, LLC (RFLLC) | Manager | Current; RFLLC holds 9,000,000 Class B shares of LAMR |
No Compensation Committee interlocks (company‑wide disclosure): none noted.
Expertise & Qualifications
- Governance/local-market lens from extensive nonprofit and community leadership; former small-business owner.
- Board tenure since 2001 provides historical continuity and knowledge of operations; she is a manager of the controlling stockholder.
- Not identified as an Audit Committee Financial Expert; not on key committees.
Equity Ownership
| Security | Beneficial Ownership | Notes |
|---|---|---|
| Class A Common | 147,337 shares (includes 147,026 held jointly with spouse) | <1% of Class A; see table notation “*” (<1%). |
| Class B Common (10 votes/share) | 10,000,000 shares (includes 9,000,000 via RFLLC and 1,000,000 via TLL and jointly held; spouse controls TLL voting/dispositive) | Represents 69.35% of Class B (note: RFLLC shares are counted in multiple siblings’ lines; each disclaims beneficial ownership except pecuniary interest). |
| If all Class B converted to Class A | Would represent 9.75% of Class A on an as‑converted basis | Disclosure per footnote (11). |
| Pledged shares | All 9,000,000 RFLLC Class B shares are pledged as loan collateral (material governance risk) | RFLLC managed by Reilly siblings (Kevin Jr. executive manager; Anna a manager). |
| Hedging/Pledging policy | Company does not prohibit hedging by directors/employees (subject to insider trading policy) | Policy allows collars, swaps, exchange funds, etc. |
Related-Party Exposure (Conflicts)
- REV Broadband/EATEL (family-owned telecom): LAMR purchased ~$25,000 of data back‑up/recovery services; sold ~$290,000 of advertising services to EATEL in 2024. RFLLC (owned by Reilly siblings including Anna) holds ~11% of REV; other entities owned by Reilly family own ~89%.
- Family employment: Ross L. Reilly (nephew; Kevin Jr.’s son) employed as VP, M&A and Business Analytics; 2024 compensation ~$590,000.
- Review controls: Audit Committee pre‑approves related‑party transactions; annual questionnaires; Code of Conduct disclosure.
Say‑on‑Pay & Shareholder Feedback (context)
- 2023 say‑on‑pay approval: >99% support, indicating strong investor backing of executive pay framework (informational context for governance climate).
- Clawback policy adopted effective Oct 2, 2023, compliant with Dodd‑Frank/Nasdaq 5608 for incentive-based pay recovery upon restatements.
Governance Assessment
Strengths
- Long board tenure and familiarity with company/markets; nonprofit leadership supports community engagement.
- Attendance met at least 75% threshold; board holds independent executive sessions.
- Related‑party transactions are disclosed and overseen by the Audit Committee under a written policy.
Risks and RED FLAGS
- Non‑independent director due to close family ties with Executive Chairman and CEO; concentrated family influence on board.
- Control/pledging risk: 9,000,000 Class B shares at RFLLC (ten‑vote stock) are pledged as collateral; managers include Anna Reilly—potential overhang and alignment risk.
- Hedging permitted for directors/employees (no anti‑hedging policy) — misalignment risk versus best practice.
- Related‑party transactions with family‑owned REV/EATEL and family employment within LAMR increase perceived conflicts; while reviewed, these warrant monitoring.
- No Lead Independent Director disclosed; key committees (Audit/Comp/N&G) exclude family directors, but overall board influence remains with family.
Monitoring ideas for investors
- Track any changes in pledging arrangements at RFLLC and any amendments to hedging policy.
- Review future proxies for evolution of committee composition/leadership and any movement toward enhanced independent oversight structures.
- Continue to assess scope/fairness of related‑party dealings (REV/EATEL) and any expansion in size or terms.
Citations
- Director biography, roles, age, tenure:
- Family relationships:
- Independence status, meetings, executive sessions:
- Committee memberships:
- Director compensation (individual and structure), vesting terms:
- Beneficial ownership, RFLLC structure, pledging, TLL details, conversion percentages:
- Related‑party transactions (REV/EATEL), family employment and oversight policy:
- Clawback policy:
- Say‑on‑pay outcome:
- Hedging policy: