John E. Koerner, III

About John E. Koerner, III

John E. Koerner, III (age 82) is an independent director of Lamar Advertising Company, serving on the Board since 2007. He is managing member of Koerner Capital, LLC (since 1995) and previously was President and co-owner of Barq’s, Inc. (1976–1995). He has served on civic boards including The Nature Conservancy of Louisiana and the National WWII Museum; prior public company boards include Legg Mason, Inc. (until July 2014) and IBERIABANK Corporation (until 2020) . The Board has determined he is independent under Nasdaq listing standards .

Past Roles

External Roles

Board Governance

• Independence and tenure: Independent director under Nasdaq rules; director since 2007 .
• Committee assignments and chair roles:
  • Audit Committee: Member (Chair: Stephen P. Mumblow) .
  • Compensation Committee: Member (Chair: Thomas V. Reifenheiser) .
  • Nominating & Governance Committee: Chair .
• Attendance and engagement: In 2024 the Board met 4 times; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting except Mr. Reifenheiser (implying Koerner attended) .
• Executive sessions: Independent directors met in executive session twice in 2024 .

Fixed Compensation (Director)

Notes: Director fee design explicitly differentiates chairs; Audit Chair +$20,000; Compensation Chair +$9,000; N&G Chair +$9,000 .

Performance Compensation (Director)

Directors receive time-based restricted stock awards (not performance-conditioned): 50% vests at grant and 50% vests at the end of the one-year term; grants are made automatically upon (re-)election with grant value by role .

Other Directorships & Interlocks

Expertise & Qualifications

• Corporate finance and capital markets; management of capital-intensive businesses; governance experience from prior public boards; civic leadership and community linkage valuable for local advertising focus .

Equity Ownership

Notes:

• Company beneficial ownership tables denote “<1%” for individual directors .
• No disclosure of Koerner pledging his shares; other individuals have pledges disclosed in footnotes, but none are attributed to Koerner .

Insider Trades (Form 4) – Transaction Detail

Notes: Awards reflect annual director stock grants; 2024 also shows open market sales around $119–$120 per share. Post-transaction holdings figures are those reported in the Form 4s (SEC links above).

Related-Party Transactions and Conflicts

• The proxy discloses related-party dealings involving entities controlled by the Reilly family (REV Broadband/EATEL), including ~$25,000 paid by LAMR to EATEL for data backup and recovery services and ~$290,000 of advertising services contracted by EATEL since Jan 1, 2024; the Audit Committee pre-approves related-party transactions . No Koerner-specific related-party transactions are disclosed .
• Hedging policy: Company does not prohibit hedging by employees/directors beyond standard insider trading restrictions—an investor-alignment risk factor (no specific hedging by Koerner disclosed) .

Director Compensation Structure – Design Signals

• Mix: For directors, compensation is a blend of fixed cash and time-based equity; equity vests 50/50 across the term, aligning directors with stock performance over their service year .
• Role-based equity: Higher equity grant values for committee chairs indicate stronger incentives tied to governance responsibilities; Koerner received $95,000 as N&G Chair vs $80,000 for committee members generally .

Governance Assessment

• Strengths
  • Independent director with deep finance and governance experience; serves on all core committees and chairs Nominating & Governance, indicating centrality in director selection, governance guidelines, and committee composition .
  • Attendance: met at least 75% threshold; attended 2024 Annual Meeting, suggesting engagement .
  • No disclosed related-party entanglements; Compensation Committee interlocks explicitly absent .
• Watch items / RED FLAGS
  • Company-level: Dual-class structure with Reilly Family, LLC controlling Class B (9,000,000 shares; 62.41% of Class B) and numerous family ties on the Board can concentrate control and introduce potential conflicts, though overseen via committee structures .
  • Company does not prohibit hedging by directors—misalignment risk if used, though no Koerner-specific hedging disclosed .
  • Insider selling: Koerner reduced holdings in May 2024 via open market sales around $119–$120; holdings fell from 49,178 (Mar 2024) to 32,968 (Mar 2025). Insider sales by independent directors are not inherently negative but are relevant to alignment assessments (see Form 4 links above) (SEC links listed in Insider Trades table).

Appendix: Committee Mandates (Context)

• Nominating & Governance (Chair: Koerner): Identifies director candidates, recommends nominees, recommends committee appointments, developed governance guidelines, and oversees governance effectiveness; all members are independent .
• Compensation: Sets executive pay, oversees incentive plans; all members independent .
• Audit: Oversees financial reporting integrity, auditor independence, internal audit, and financial risk monitoring; all members independent; Audit Chair qualifies as “financial expert” .

Citations:

• Director biography, age, prior directorships, and independence .
• Committee assignments and chair roles .
• Attendance and executive sessions .
• Director compensation table, structure, vesting, fees .
• Beneficial ownership tables (Koerner shares) .
• Related-party transactions and policy .
• Hedging policy disclosure .
• Company control context via beneficial ownership .
• Say-on-pay support (context for investor sentiment): >99% approval in 2023 .