Nancy Fletcher
About Nancy Fletcher
Nancy Fletcher (Age: 70) is an independent director of Lamar Advertising Company and former President & CEO of the Outdoor Advertising Association of America (OAAA) from 1991–2019. She joined Lamar’s board in 2020 and brings deep out‑of‑home industry and regulatory expertise; the Board affirms her independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Outdoor Advertising Association of America (OAAA) | President & Chief Executive Officer | 1991–2019 | Led U.S. out‑of‑home trade body; extensive regulatory and industry best‑practice expertise |
External Roles
- No other public company directorships are disclosed for Ms. Fletcher in Lamar’s proxy biographies .
- Compensation Committee Interlocks: None. Lamar discloses no interlocks among Compensation Committee members (committee includes Fletcher) and other companies’ executives .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Ms. Fletcher is an “independent director” under Nasdaq listing standards . |
| Committee Assignments (2024) | Compensation Committee – Member (Chair: Thomas V. Reifenheiser) . Not listed on Audit or Nominating & Governance . |
| Attendance | In 2024 the Board held 4 meetings; all directors met the ≥75% attendance threshold for Board and committee meetings. All directors attended the 2024 annual meeting except Mr. Reifenheiser . |
| Executive Sessions | Independent directors met in executive session twice in 2024 . |
| Election Cycle | Annual; nominated for one‑year terms . |
Fixed Compensation
| Component (Directors – 2024) | Amount/Structure | Notes |
|---|---|---|
| Annual Cash Retainer | $50,000 | Paid monthly . |
| Committee Membership Fees | Compensation Committee member: $3,000 annually | Paid semi‑annually; Audit: $7,500; Nominating & Governance: $3,000 . |
| Committee Chair Fees | Comp Chair: $9,000; N&G Chair: $9,000; Audit Chair: $20,000 | Paid quarterly . |
| 2024 Director Fees – Nancy Fletcher | $53,000 (cash) | Fees earned or paid in cash . |
Director compensation actually paid in 2024:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Nancy Fletcher | 53,000 | 80,000 | 133,000 |
Performance Compensation
| Equity Award Structure (Directors) | Detail |
|---|---|
| Grant Type | Annual restricted stock upon election/re‑election; value based on role: Non‑committee $75k; Committee member $80k; Chairs $95–$100k . |
| Vesting | 50% vests at grant; 50% vests at end of one‑year term (day before next annual meeting) . |
| Ms. Fletcher 2024 Equity | $80,000 restricted stock award (as a committee member) . |
| Performance Metrics | None for director equity; service‑based vesting only . |
Other Directorships & Interlocks
| Organization | Role | Years | Committee Roles/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; no compensation committee interlocks reported . |
Expertise & Qualifications
- Industry/Regulatory: 28 years as OAAA CEO; strong command of regulatory issues affecting out‑of‑home advertising .
- Governance: Independent Compensation Committee member; signatory to Compensation Committee reports .
- Board Experience at Lamar: Director since 2020 .
Equity Ownership
| Metric | As of Mar 18, 2024 | As of Mar 17, 2025 |
|---|---|---|
| Beneficial Ownership (Class A shares) | 4,825 | 5,725 |
| % of Class A Outstanding | <1% | <1% |
| Pledged/Hedged | No pledging disclosed for Ms. Fletcher. Company policy does not prohibit hedging by employees/directors (governance risk) . |
Notes:
- Company hedging policy: Other than insider trading restrictions, there is no policy prohibiting employees or directors from hedging company equity—an investor‑unfriendly practice at many institutions .
Governance Assessment
-
Positives
- Independent director with deep, directly relevant industry and regulatory expertise; serves on Compensation Committee overseeing executive pay .
- Attendance and engagement appear solid; directors met ≥75% threshold; independent director executive sessions held (2x in 2024) .
- Director pay mix favors equity (service‑vested restricted stock), aligning interests; Ms. Fletcher received $80k equity vs $53k cash in 2024 .
- Strong say‑on‑pay support (over 99% in 2023) reinforces investor acceptance of compensation practices overseen by the committee .
-
Watch Items / Potential RED FLAGS
- Hedging policy gap: Company does not prohibit director/employee hedging of Lamar equity, which can undermine alignment and is often discouraged by governance best practices .
- Dual‑class and family control context: While not tied to Ms. Fletcher, Lamar’s governance features concentrated Class B voting control by the Reilly family and related‑party transactions with family‑owned entities; independent oversight remains important to mitigate perceived conflicts .
- No explicit director stock ownership guideline disclosure found; equity is granted annually, but absence of formal ownership requirements may limit alignment transparency .
-
Conflicts/Related‑Party Exposure
- No related‑party transactions disclosed involving Ms. Fletcher; the proxy details related‑party dealings tied to Reilly family entities, approved under Audit Committee oversight .
-
Compensation Committee Process Context (for oversight evaluation)
- Independent committee (includes Fletcher), no external compensation consultant in 2024; peer data reviewed but not determinative. Metrics for executives center on pro forma revenue and EBITDA growth (useful alignment signal) –.
Overall: Fletcher’s independence, attendance, and sector‑specific regulatory expertise support board effectiveness. Main governance risk is company‑level (permitted hedging, dual‑class control), underscoring the importance of continued independent oversight on pay and related‑party matters .