Jay L. Johnson
Executive Vice President, Chief Financial Officer and Treasurer at LAMAR ADVERTISING CO/NEW
Executive
About Jay L. Johnson
Executive Vice President, Chief Financial Officer and Treasurer of Lamar Advertising Company since October 2019; age 48. Education: MBA, Harvard Business School (2004); BA in Economics, Morehouse College (1998). Current external board: SBA Communications Corp. (Nasdaq: SBAC); prior director at Newell Brands, Inc. (Nasdaq: NWL) from 2020 to 2024. Lamar’s compensation program ties executive pay to pro forma net revenue growth and pro forma EBITDA growth; for 2024, these metrics hit maximum/near-maximum payout levels. Over Jay’s tenure (baseline 12/31/2019), Company cumulative TSR reached 171.69 by 12/31/2024; 2024 net income was $362,939k and adjusted EBITDA was $1,033,158k .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DiamondRock Hospitality Company | EVP & CFO | Began Apr 2018; prior to Oct 2019 | Public lodging REIT CFO experience; capital markets and REIT finance expertise . |
| Host Hotels & Resorts | SVP & Treasurer | 2015–2018 | Corporate treasury leadership; liquidity and capital structure oversight . |
| Host Hotels & Resorts | Corporate finance/treasury roles | 2010–2015 | Progressively senior finance roles supporting treasury and corporate finance . |
| KeyBank Real Estate Capital; Bank of America | Banking roles | Not disclosed | Real estate and corporate banking experience . |
| Deloitte & Touche LLP | Management consulting | Not disclosed | Advisory and operational improvement background . |
| Prudential Securities | Investment banking | Not disclosed | Capital markets and transaction execution experience . |
| Enron Corporation | Industrial markets trading division | Not disclosed | Markets/trading exposure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SBA Communications Corp. (Nasdaq: SBAC) | Director | Current | Wireless infrastructure focus; board governance experience . |
| Newell Brands, Inc. (Nasdaq: NWL) | Director | 2020–2024 | Consumer goods exposure; ceased service in 2024 . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 700,000 (effective 4/1/2024) |
| Target Bonus ($) | — | — | 595,000 (85% of $700k) |
| Target Bonus (%) | — | — | 85% |
| Actual Non‑Equity Incentive ($) | 600,000 | 385,000 | 1,115,625 |
| All Other Compensation ($) | 112,900 | 178,436 | 306,976 (incl. $66,136 aircraft; $189,840 dividends on unvested LTIP; $50,000 deferred comp contribution) |
| Equity Grants (LTIP Units) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target LTIP Units (#) | 22,000 | 22,000 | 28,000 (raised in 2024) |
| Maximum LTIP Units (#) | 22,000 | 22,000 | 33,600 (120% of target) |
| Stock Awards – Grant Date Fair Value ($) | 1,946,780 | 2,297,240 | 3,284,120 |
| Stock Awards – Value of LTIP Earned for Year ($) | 1,946,780 (vesting certified 2/23/2023) | 2,193,158 (vesting certified 2/21/2024) | 4,435,200 (vesting certified 2/19/2025) |
Performance Compensation
| Metric | Weighting | 100% Target Threshold | Actual Attainment (2024) | Cash Payout Factor | Equity Payout Factor | Vesting/Issuance |
|---|---|---|---|---|---|---|
| Pro forma net revenue growth YoY (2024 vs 2023) | 50% | 3.20%–3.45% growth | Achieved ≥4.20% growth | 200% of target (max) | 120% of target (max for equity) | 2024 LTIP units earned; vested 2/19/2025 |
| Pro forma EBITDA growth YoY (2024 vs 2023) | 50% | 3.10%–3.60% growth | Achieved ≥4.60% but <5.10% (cash) and ≥4.10% (equity max) | 175% of target | 120% of target (max for equity) | 2024 LTIP units earned; vested 2/19/2025 |
- 2024 incentive cash bonus payout for Jay Johnson: $1,115,625 total; $595,000 from revenue metric (200% of $297,500 weight) and $520,625 from EBITDA metric (175% of $297,500 weight) .
- LTIP Units structure: LTIP Units are profits interests in Lamar Advertising Limited Partnership; convert to OP Common Units upon events; redeemable for Class A shares or cash at the general partner’s option, with a general 12‑month holding period .
Equity Ownership & Alignment
| Ownership Detail (as of 3/17/2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (Class A) | 85,400 shares (incl. LTIP OP units vested) |
| Ownership % of Class A | <1% (starred in proxy table) |
| LTIP/OP Units vested (included above) | 75,400 LTIP Units of OP |
| Jointly held & pledged shares | 10,000 shares pledged as collateral for a loan |
| Outstanding stock options | None for Jay Johnson; no options granted to NEOs in 2024 |
| Unvested equity at 12/31/2024 | 33,600 LTIP Units; payout value $4,090,464 at $121.74 share price; vested in full on 2/19/2025 |
| Hedging policy | Company does not prohibit hedging transactions beyond insider trading restrictions |
Employment Terms
- Role start date and tenure: CFO/EVP/Treasurer since October 2019 .
- Agreements/severance: No employment agreements; executives are not entitled to payments upon termination or change‑in‑control .
- Clawback: Compensation Recovery Policy adopted October 2, 2023 (covers incentive‑based compensation over prior three fiscal years in case of restatement) .
- Deferred compensation: Company‑funded only; officers cannot voluntarily defer; $50,000 employer contribution in 2024; Jay Johnson’s 2024 year‑end deferred comp balance $317,393 .
- Perquisites: Personal use of corporate aircraft ($66,136 in 2024); dividends on unvested LTIP Units ($189,840 in 2024); other minor perqs; $50,000 employer deferred comp contribution .
Investment Implications
- Pay-for-performance linkage is tight: 2024 compensation was highly levered to pro forma revenue and EBITDA; cash payout hit 200%/175% and equity hit its 120% cap—suggesting strong sensitivity to operating growth; this can motivate near‑term execution on revenue and EBITDA but caps equity upside to mitigate excessive risk‑taking .
- Retention profile: No employment/severance agreements reduce entrenchment; however, 2024 increases in base salary and LTIP targets (from 22k to 28k with 120% cap) and consistent deferred comp contributions improve stickiness and alignment via equity and deferred comp value .
- Alignment flags: 10,000 shares are pledged; and the company permits hedging transactions—both can weaken alignment and introduce potential selling/forced liquidation pressure under adverse market conditions .
- Ownership is modest: Beneficial ownership is <1% of Class A; however, vested LTIP/OP units (75,400) and recurring performance‑based equity issuance provide ongoing equity exposure tied to stock performance .
- Governance and shareholder support: Say‑on‑pay support was >99% at the 2023 meeting, indicating investor acceptance of the compensation framework, including reliance on revenue and EBITDA growth measures .
- Track record indicators: Over his tenure baseline (12/31/2019), Lamar’s cumulative TSR reached 171.69 by 12/31/2024, with 2024 net income of $362,939k and adjusted EBITDA of $1,033,158k—supporting the case for performance‑based payouts achieved in 2024 .
Compensation peer group used for benchmarking CEO/CFO pay in 2024: OUTFRONT Media, Clear Channel Outdoor, Nexstar Media Group, Sinclair, TEGNA, Gray Media—used as reference, not to a target percentile .
Executive incentive design details: 65% minimum threshold for payouts; equity awards denominated as fixed LTIP unit counts (not dollar values), with vesting upon metric certification; grants made annually in Q1 .
Clawback scope: Applies to incentive‑based compensation for three completed fiscal years prior to the trigger date in case of an accounting restatement .