Kevin P. Reilly, Jr.
About Kevin P. Reilly, Jr.
Executive Chairman of Lamar Advertising Company since February 2020; director since 1984; previously President (1989–2020) and CEO (1989–2011). Age 70; Harvard University B.A. (1977) . 2024 performance outcomes that informed pay: Company certified 200% of revenue-growth cash bonus and 175% of EBITDA-growth cash bonus achievement; LTIP equity hit the 120% cap on both metrics . Over the five-year period ended 2024, cumulative TSR reached $171.69 vs peer $87.25; 2024 net income $362.9mm and adjusted EBITDA $1,033.2mm .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lamar Advertising Company | Executive Chairman | 2020–present | Oversight of strategy; bridge between management and Board |
| Lamar Advertising Company | President | 1989–2020 | Led operating and corporate functions; growth stewardship over decades |
| Lamar Advertising Company | Chief Executive Officer | 1989–2011 | Full P&L leadership; industry consolidation and execution |
| Lamar Advertising Company | President, Outdoor Division | 1984–1989 | Segment leadership; operations scaling |
| Lamar Advertising Company | GM Baton Rouge; VP & GM Louisiana Region | Pre‑1984–1984 | Regional operations and market development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Reilly Family, LLC (RFLLC) | Executive Manager | Current (as of Mar 17, 2025) | RFLLC is controlling Class B holder; 9,000,000 shares (all pledged) |
| Ninemile, L.L.C. | Managing Member | Current (as of Mar 17, 2025) | Holds 566,211 Class B shares (all pledged); sole voting power; dispositions require 66% member approval |
| Grand Pass, L.L.C. | Sole Manager | Current (as of Mar 17, 2025) | Holds 1,796,039 Class B shares; sole voting & dispositive power |
Fixed Compensation
| Year | Base Salary ($) | Target Cash Bonus ($) | Actual Cash Bonus ($) | All Other Compensation ($) | Key Perquisites/Other |
|---|---|---|---|---|---|
| 2022 | 100,000 | 250,000 (target schedule) | 500,000 | 168,217 | Aircraft use; car; dividends on unvested LTIP; deferred comp $50,000 |
| 2023 | 100,000 | 250,000 (unchanged) | 112,500 (0% revenue; 90% EBITDA; plus no discretionary cash for Kevin) | 320,860 | Aircraft use; car; dividends on unvested LTIP; deferred comp $50,000 |
| 2024 | 100,000 | 250,000 (unchanged) | 468,750 (Revenue $250,000; EBITDA $218,750) | 382,878 | Aircraft use $150,991; car $30,228; dividends on unvested LTIP $149,160; deferred comp $50,000 |
Notes:
- Kevin’s 2024 base salary was not increased; Sean and CFO were increased; Kevin’s target cash bonus remained $250,000 .
- “All Other Compensation” includes personal aircraft use, company car, dividends on unvested LTIP Units, and $50,000 deferred compensation plan contribution .
Performance Compensation
| Component | Metric | Weight | Target Definition | Actual (2024) | Payout/Units | Vesting |
|---|---|---|---|---|---|---|
| Cash Bonus | Pro forma net revenue growth YoY | 50% | 100% payout at 3.20%–3.45% growth | Achieved 200% of target (≥4.20%) | $250,000 | Paid following certification |
| Cash Bonus | Pro forma EBITDA growth YoY | 50% | 100% payout at 3.10%–3.60% growth | Achieved 175% of target (4.60%–5.10%) | $218,750 | Paid following certification |
| LTIP Units (Equity) | Pro forma net revenue growth YoY | 50% | 120% cap at ≥3.70% | Achieved 120% | 13,200 LTIP Units | Vested on Feb 19, 2025 |
| LTIP Units (Equity) | Pro forma EBITDA growth YoY | 50% | 120% cap at ≥4.10% | Achieved 120% | 13,200 LTIP Units | Vested on Feb 19, 2025 |
| LTIP Units (Grant) | Aggregate 2024 award | — | Grant date 3/12/2024; target 22,000; max 26,400 | Achieved maximum | 26,400 LTIP Units; ASC 718 grant-date FV $2,580,380 | Vested upon 2024 goal certification (2/19/2025) |
Additional 2023 context:
- 2023 revenue metric earned 0%; EBITDA metric earned 90%; Committee exercised modest equity discretion (+~8% for Kevin) to align pay with norms; unvested LTIP portions and dividends on forfeited units were forfeited .
Equity Ownership & Alignment
| Holding Category | Amount | Notes |
|---|---|---|
| Class A shares | 483,007 (incl. 59,400 LTIP Units vested as of Mar 17, 2025) | Less than 1% of Class A |
| Class B shares | 11,362,250 | 78.79% of Class B; equates to 11.08% of Class A if all Class B converted |
| RFLLC Class B | 9,000,000 (all pledged) | Executive manager has sole voting; dispositions require 75% manager approval |
| Ninemile, L.L.C. Class B | 566,211 (all pledged) | Sole voting; dispositions need 66% member approval |
| Grand Pass, L.L.C. Class B | 1,796,039 | Sole voting and dispositive power |
| Unvested LTIP Units (12/31/2024) | 26,400 (market value $3,213,936 at $121.74/share) | Vested fully on 2/19/2025 |
| Stock options | None granted to NEOs in 2024 | — |
| Hedging policy | Company does not prohibit employee/director hedging (beyond insider trading rules) | Alignment risk factor |
Redeemability mechanics:
- LTIP Units convert to OP Common Units upon events; OP Common Units redeemable after ~12 months for Class A shares or cash at GP’s option . This creates prospective supply overhang post-vesting/holding periods.
Employment Terms
| Provision | Term |
|---|---|
| Employment agreements | None; no severance or change-in-control payment arrangements for executive officers |
| Clawback | Adopted Oct 2, 2023; recovers excess incentive comp after restatements per Nasdaq Rule 5608 (3-year lookback) |
| Deferred compensation | Company contribution $50,000 (2024); aggregate balance $7,759,826 at 12/31/2024; plan pays FMV on termination/death/disability |
| Non-compete / non-solicit / garden leave | Not disclosed in proxy; no employment agreements |
| Tax gross-ups | Not disclosed; perquisites valued at incremental cost |
Board Governance
- Board service history: Director since 1984; currently Executive Chairman (not independent given management role and family/control ties) .
- Committee structure and independence: Audit (Chair: Stephen P. Mumblow), Compensation (Chair: Thomas V. Reifenheiser), Nominating & Governance (Chair: John E. Koerner III); committee members are independent per Nasdaq .
- Attendance: Board met 4x in 2024; all directors attended ≥75% of meetings; all attended the 2024 annual meeting except Mr. Reifenheiser .
- Leadership structure: Separate Executive Chairman and CEO roles (Sean E. Reilly); Board determined combined senior-management leadership with separate roles best serves communication and oversight .
- Dual-role and independence considerations: Kevin is Executive Chairman and executive manager of RFLLC, the controlling stockholder; RFLLC and family members hold ten‑vote Class B stock ensuring continuity of control; independent directors meet in executive session (2x in 2024) .
- Director compensation: Kevin receives no additional compensation for Board service .
Director Compensation (for completeness)
| Item | Amount |
|---|---|
| Kevin P. Reilly, Jr. Board fees | $0 (employee director; no incremental Board pay) |
Related Party Transactions and Interlocks
- REV Broadband/EATEL (family-owned): Lamar paid ~$25,000 for data backup/recovery; Lamar provided advertising services to EATEL totaling ~$290,000 since Jan 1, 2024 .
- Family employment: Ross L. Reilly (son) is VP of M&A and Business Analytics; 2024 aggregate compensation ~$590,000; participates in standard benefits .
- Compensation Committee interlocks: None; members do not serve on boards whose executives serve on Lamar’s Board/Comp Committee .
Compensation Peer Group and Practices
- 2024 practice: No compensation consultant used; reviewed peer data but did not target specific percentile .
- Peer group reviewed: OUTFRONT Media, Clear Channel Outdoor, Nexstar Media, Sinclair, TEGNA, Gray Media .
- Cash/equity mix: For Kevin, base unchanged; target LTIP Units unchanged since 2020 (22,000); equity award cap increased to 120% of target in 2024 across NEOs (Kevin achieved max) .
Say-on-Pay & Shareholder Feedback
- 2023 result: >99% approval of NEO compensation (advisory) .
- Next advisory vote: 2026 annual meeting .
Performance & Track Record
| Period | Company Cumulative TSR (Value of $100) | Net Income ($000s) | Adjusted EBITDA ($000s) |
|---|---|---|---|
| 2020 | $97.39 | $243,386 | $671,536 |
| 2021 | $146.81 | $388,090 | $827,289 |
| 2022 | $120.86 | $438,647 | $938,079 |
| 2023 | $144.58 | $496,836 | $985,724 |
| 2024 | $171.69 | $362,939 | $1,033,158 |
Compensation Detail (Multi-Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 100,000 | 100,000 | 100,000 |
| Stock Awards ($, ASC 718) | 1,946,780 | 2,241,140 | 2,580,380 |
| Non-Equity Incentive ($) | 500,000 | 112,500 | 468,750 |
| All Other Compensation ($) | 168,217 | 320,860 | 382,878 |
| Total ($) | 2,714,997 | 2,774,500 | 3,532,008 |
Additional vesting realization:
- 2024 vesting from 2023 grant: 11,562 units; value realized $1,245,343 .
Risk Indicators & Red Flags
- Pledging: RFLLC’s 9,000,000 Class B shares are pledged; Ninemile’s 566,211 Class B shares pledged; Kevin has control roles over these entities; pledging elevates alignment risk if margin calls or covenant stress occur .
- Hedging: No anti‑hedging policy beyond insider trading rules—potential misalignment risk if hedges are used .
- Related parties: Ongoing transactions with REV/EATEL; family employment; monitored under Audit Committee charter .
- Clawback: Robust recovery policy adopted Oct 2, 2023 mitigates restatement-related excess pay .
- Agreements: No employment/CIC agreements—limits golden parachute risk but may reduce retention stickiness .
- Section 16 compliance: Officers/directors complied in 2024 .
Board Service, Committees, and Dual-Role Implications
- Board service since 1984; Executive Chairman since 2020 .
- Committees: Independent directors populate the Audit, Compensation, and Nominating & Governance Committees; Kevin, as Executive Chairman and RFLLC executive manager, is not listed as an independent member of these committees .
- Independence issues: Family control via ten‑vote Class B shares and Kevin’s executive status materially influence governance; independent directors hold executive sessions to balance oversight (two in 2024) .
Employment & Contracts (Economics)
| Item | Provision |
|---|---|
| Severance/CIC multiples | None; no contractual severance or CIC payments |
| Triggers | N/A (no single/double-trigger provisions documented) |
| Equity acceleration | Determined by annual performance certification; no separate CIC acceleration policy disclosed |
| Clawback | Mandatory recovery upon restatement under Nasdaq 5608 |
| Tax gross-ups | Not disclosed |
Compensation Structure Analysis
- Stability: Kevin’s target LTIP Units have remained at 22,000 since 2020; base salary unchanged at $100,000 in 2024, emphasizing equity-linked and performance pay .
- Upside change: 2024 introduced a 120% cap for equity awards (from 100%)—Kevin earned maximum on both metrics, increasing equity compensation sensitivity to outperformance .
- Discretion: 2023 saw modest discretionary LTIP vesting (~8%) for Kevin after sub-target revenue metric—committee used discretion to align pay with norms, a governance point for pay-for-performance scrutiny .
Equity Ownership Detail
| Category | Detail |
|---|---|
| Total beneficial ownership | Class A 483,007 (incl. 59,400 LTIP Units vested as of record); Class B 11,362,250 |
| Ownership % | 78.79% of Class B; 11.08% of Class A if all B converted |
| Vested vs unvested | 26,400 LTIP Units unvested at 12/31/2024; vested 2/19/2025 |
| Pledging | RFLLC 9,000,000 pledged; Ninemile 566,211 pledged |
| Guidelines | No explicit stock ownership guidelines disclosed in proxy sections reviewed (not found) |
External Roles and Interlocks
| Role | Implication |
|---|---|
| RFLLC executive manager | Centralized voting control; dispositions require manager supermajority; shares pledged—financing considerations affect governance and liquidity |
| Family relationships | Siblings Sean (CEO), Anna and Wendell are directors; strengthens control; may heighten independence scrutiny |
Say-on-Pay History
| Year | Outcome |
|---|---|
| 2023 | >99% approval of NEO compensation |
Investment Implications
- Alignment: Pay design is driven by revenue and EBITDA growth with significant equity via LTIP Units; 2024 outperformance delivered maximum equity and high cash payout—signals management confidence in core operating growth. Equity redeemability after ~12 months can create supply overhang post-vesting; watch Form 4s and OP redemptions around vest anniversaries .
- Control and governance: Dual‑class structure and RFLLC control (with pledged shares) concentrate voting; independence is mitigated via fully independent key committees and executive sessions, but family control persists—portfolio managers should factor governance risk premia .
- Retention risk: Absence of employment/CIC agreements and presence of clawback reduce entrenchment; however, long tenure, family control, and significant Class B stakes suggest low departure risk for Kevin; compensation levers are performance‑tied, limiting guaranteed pay .
- Trading signals: 2024 metrics hit top tiers (200% revenue; 175% EBITDA) and 120% equity cap—positive near‑term momentum indicator. Monitor insider activity near OP redemption windows and pledged-share disclosures for potential selling pressure or financing-driven transactions .
- Related party and hedging: Ongoing REV/EATEL transactions are small in scale, but hedging permissibility is a notable alignment risk; investors should engage on anti‑hedging policy enhancements .