Sean E. Reilly
About Sean E. Reilly
Sean E. Reilly, age 63, is Chief Executive Officer and President of Lamar Advertising, serving as CEO since February 2011 and President since February 2020; he joined Lamar in 1987 (VP of M&A), was COO/President of the Outdoor Division (2001–2011), and previously served as CEO of Wireless One (1994–1997). He holds a B.A. from Harvard University (1984) and a J.D. from Harvard Law School (1989) . Under his leadership, five-year cumulative TSR reached $171.69 as of December 31, 2024; 2024 net income was $362.9 million and Adjusted EBITDA was $1,033.2 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lamar Advertising | VP, Mergers & Acquisitions | 1987–1994 | Executed M&A; foundation for later operating leadership |
| Wireless One, Inc. | Chief Executive Officer | 1994–1997 | Led a wireless cable TV company; external CEO experience |
| Lamar Advertising (Outdoor Division) | COO and President | 2001–2011 | Ran core operations for ~10 years pre-CEO |
| Lamar Advertising | Chief Executive Officer | 2011–present | Long-tenured CEO; oversaw growth and value creation |
| Lamar Advertising | President | 2020–present | Expanded remit while maintaining CEO role |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wireless One, Inc. | Chief Executive Officer | 1994–1997 | External telecom/media operating experience |
Fixed Compensation
- Base salary was increased from $700,000 to $900,000 effective April 1, 2024 (first increase since 2013) .
- 2024 target cash bonus set at $900,000 (100% of base salary) .
- 2024 actual cash incentive paid: $1,687,500 (revenue component at 200% of target; EBITDA at 175% of target) .
| Year | Base Salary ($) | Target Bonus ($) | Target Bonus (% of Salary) | Actual Cash Bonus ($) |
|---|---|---|---|---|
| 2024 | 900,000 | 900,000 | 100% | 1,687,500 |
| 2023 | 700,000 | — | — | 430,000 |
| 2022 | 700,000 | — | — | 800,000 |
Notes: 2023–2022 target percentages not disclosed in the proxy; amounts shown reflect “Non-Equity Incentive Plan Compensation” .
Perquisites and deferred compensation (2024):
- Personal use of aircraft: $510,374; dividends on unvested LTIP Units: $339,000; Company deferred compensation contribution: $50,000 .
- Deferred compensation plan aggregate balance at 12/31/2024: $2,885,138 .
Performance Compensation
- Incentive design: 50% pro forma net revenue growth and 50% pro forma EBITDA growth, with threshold at 65% achievement; cash bonus up to 200% of target; LTIP equity capped at 120% of target .
- For 2024, revenue growth achieved the maximum (≥4.20%), and EBITDA growth achieved 175% payout on cash and 120% on equity; corresponding LTIP Units vested on February 19, 2025 .
| Metric | Weight | 2024 Target range for 100% payout | 2024 Actual achievement | Cash payout factor | Equity payout factor | Vesting |
|---|---|---|---|---|---|---|
| Pro forma Net Revenue Growth | 50% | 3.20%–3.45% = 100% | ≥4.20% (max achieved) | 200% | 120% (cap) | LTIP vested 2/19/2025 |
| Pro forma EBITDA Growth | 50% | 3.10%–3.60% = 100% | 4.60%–5.10% bracket (175% cash); ≥4.10% for equity cap | 175% | 120% (cap) | LTIP vested 2/19/2025 |
2024 LTIP Equity (earned):
- Target LTIP units: 50,000; Maximum eligible: 60,000; Earned: 60,000 (30,000 for revenue, 30,000 for EBITDA) .
- ASC 718 value of 2024 performance LTIPs certified in 2025: $7,920,000 .
Equity Ownership & Alignment
- Beneficial ownership: 126,000 Class A (consists of LTIP Units of OP) and 10,557,835 Class B; includes 757,375 shares via Jennifer and Sean Reilly Family, LLC and 800,460 via SRAA, LLC (sole voting/dispositive power); disclaims RFLLC except pecuniary interest .
- Ownership as % of Class A assuming full Class B conversion: 10.30% .
- Pledging: All 9,000,000 Class B shares held by Reilly Family, LLC (RFLLC), of which Sean is a manager, are pledged as collateral for a loan (alignment risk) .
- Hedging: Company does not have policies preventing employees/directors from hedging Company equity (alignment risk) .
| Component | Amount/Detail |
|---|---|
| Class A beneficial (incl. LTIP Units) | 126,000 (LTIP Units) |
| Class B beneficial | 10,557,835 |
| Ownership % if all Class B convert | 10.30% |
| Family entities | 757,375 (Jennifer and Sean Reilly Family, LLC); 800,460 (SRAA, LLC) – Sean sole voting/dispositive power |
| Pledged shares | 9,000,000 (all RFLLC Class B) pledged as loan collateral |
| 12/31/2024 unvested LTIPs (market value) | 60,000 units; $7,304,400 (closed $121.74) |
Employment Terms
- Contracts and severance: No employment agreements; no payments upon termination or change-in-control for executive officers (no golden parachute) .
- Clawback: Dodd-Frank compliant compensation recovery policy effective October 2, 2023 (restatement-based recoupment over prior 3 completed fiscal years) .
- Equity grant timing: Annual first-quarter cycle; no options granted to NEOs in 2024 .
- Insider trading/hedging: Hedging permitted by policy (no prohibitive policy); insider trading controls otherwise in place .
Related Party and Governance Considerations
- Related party transactions: REV Broadband (owned by Reilly family entities) – Company paid EATEL (REV subsidiary) ~$25,000 for services; Company contracted to provide ~$290,000 of advertising to EATEL since Jan 1, 2024 .
- Family control: Reilly family’s Class B structure provides 10 votes per share; four siblings in leadership/board roles; RFLLC governance central to control/pledging .
- Say-on-pay: >99% approval in 2023; next say-on-pay in 2026 .
- Compensation Committee and consultants: Committee members Reifenheiser (Chair), Koerner, Mumblow, Fletcher; no compensation consultants used for 2024 executive pay decisions .
Compensation Peer Group (for 2024 benchmarking)
- OUTFRONT Media, Inc.; Clear Channel Outdoor Holdings, Inc.; Nexstar Media Group, Inc.; Sinclair, Inc.; TEGNA Inc.; Gray Media, Inc. (reviewed, not determinative; no fixed percentile target) .
Track Record and Pay-Versus-Performance Highlights
| Year | CEO Total Comp (SCT) ($) | CEO CAP ($) | Company Cumulative TSR (Base $100) | Net Income ($000) | Adjusted EBITDA ($000) |
|---|---|---|---|---|---|
| 2024 | 9,360,034 | 8,493,234 | 171.69 | 362,939 | 1,033,158 |
| 2023 | 6,281,977 | 6,930,537 | 144.58 | 496,836 | 985,724 |
| 2022 | 6,079,394 | 5,835,634 | 120.86 | 438,647 | 938,079 |
| 2021 | 5,934,758 | 3,575,038 | 146.81 | 388,090 | 827,289 |
| 2020 | 3,912,660 | 4,845,020 | 97.39 | 243,386 | 671,536 |
Risk Indicators & Red Flags
- Pledging: 9,000,000 Class B shares at RFLLC pledged as collateral — a material governance/alignment concern if lenders enforce rights .
- Hedging: Absence of anti-hedging policy permits executives/directors to hedge Company equity, weakening alignment with shareholders .
- Related party interactions: Ongoing family-affiliated transactions (though modest in size), necessitating continued Audit Committee oversight .
Investment Implications
- Strong pay-for-performance alignment on 2024 results: cash payouts scaled to revenue/EBITDA outperformance; equity capped at 120% and tied to share price via LTIP Units that vested in early 2025, supporting retention but creating potential near-term selling pressure upon vesting settlement .
- Alignment risks stem from significant family control and pledging of 9,000,000 Class B shares at RFLLC, and the lack of a hedging prohibition — both warrant monitoring for any changes in lender posture or insider hedging activity .
- Retention risk appears low near term: higher 2024 base and bonus targets for the CEO after long periods without increases, robust equity earned/vested for 2024, and no employment/severance guarantees indicate confidence but also discipline by the Compensation Committee .
- Governance and shareholder sentiment supportive: >99% say-on-pay approval (2023) and transparent CD&A; continued oversight of related party transactions and family influence remains key for long-term investors .