Stephen P. Mumblow
About Stephen P. Mumblow
Stephen P. Mumblow (age 69) is an independent director of Lamar Advertising Company and has served on the Board since 1999. He is President and Owner of Manhan Media, Inc., Deerfield Media, Inc., and the Deerfield Media group, bringing deep operating experience in television stations and sports programming; previously he was President and a Director of Communications Corporation of America (through January 2002) and a Managing Director at Chase Securities (1988–1998). The Board has designated him an “audit committee financial expert,” and he currently chairs the Audit Committee; he also serves on the Compensation and Nominating & Governance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Communications Corporation of America | President and Director | Until January 2002 | Senior leadership of TV and radio broadcaster; relevant operating and industry insight |
| Chase Securities, Inc. | Managing Director | Mar 1988 – Aug 1998 | Led financing/M&A in media; significant banking expertise |
| Michigan Energy Resources Company | Vice President | Not disclosed | Experience in utility/cable and broadcasting businesses |
| Citibank, N.A. | Vice President | Not disclosed | Commercial banking experience |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Manhan Media, Inc. | President & Owner | Not disclosed | Ownership/operator experience in media |
| Deerfield Media, Inc. and Deerfield Media group | President & Owner | Not disclosed | Own/operate TV stations in nine mid‑size U.S. markets; produce/distribute sports programming |
Board Governance
- Independence: The Board determined Mr. Mumblow is “independent” under Nasdaq standards.
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member); Nominating & Governance Committee (Member).
- Financial expertise: Qualifies as an “audit committee financial expert” under SEC rules and meets Nasdaq financial sophistication requirements.
- Attendance and engagement: In 2024 the Board met 4 times; each director attended at least 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting except one (Mr. Reifenheiser).
- Executive sessions: Independent directors met in executive session twice in 2024.
- Audit Committee report: As Chair, Mr. Mumblow signed the Audit Committee’s 2024 report recommending inclusion of audited financials in the 10‑K.
- Governance environment context: Company has dual‑class voting (Class B = 10 votes per share) concentrated with the Reilly family’s RFLLC, with all 9,000,000 Class B shares pledged as loan collateral. This governance context heightens the importance of independent oversight.
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid monthly to non‑employee directors |
| Committee membership fees | $13,500 | Audit $7,500; Compensation $3,000; Nominating & Governance $3,000 (chairs also receive member fee) |
| Chair fee (Audit) | $20,000 | Paid quarterly to Audit Chair |
| Total cash fees (2024) | $83,500 | Matches “Fees Earned or Paid in Cash” for Mr. Mumblow |
Performance Compensation (Director equity)
| Grant Type | 2024 Grant FMV | Vesting | Role‑based grant policy |
|---|---|---|---|
| Restricted Stock (Class A) | $100,000 | 50% vests at grant; 50% vests at end of one‑year term | Audit Committee Chair set at $100,000 FMV upon election/re‑election |
No performance metrics apply to director equity; awards are time‑based restricted stock granted upon election/re‑election, with the grant value based on role.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the 2025 Proxy for Mr. Mumblow |
| Prior public company boards | Not disclosed for Mr. Mumblow in the 2025 Proxy |
| Compensation committee interlocks | Company discloses no interlocks among its executives and other companies’ boards/comp committees (context for committee independence) |
Expertise & Qualifications
- Media operations and market insight from ownership/operation of TV stations and sports programming, plus prior senior roles in TV/radio/newspaper businesses.
- Capital markets, financing and M&A expertise from decade as Managing Director at Chase Securities; qualifies as Audit Committee Financial Expert.
- Provides financial reporting and balance sheet oversight skills to the Board.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Class A shares beneficially owned | 7,844 shares; less than 1% of class |
| Shares in margin account | 6,905 shares held in a brokerage margin account; outstanding margin balance may vary over time (note indicates potential leverage exposure) |
| Pledged shares | Not disclosed for Mr. Mumblow (company‑wide, RFLLC Class B shares are pledged; not attributed to Mr. Mumblow) |
| Section 16 compliance | Company states directors/officers complied with Section 16(a) filing requirements for 2024 |
| Hedging policy | Company does not prohibit director hedging transactions beyond insider‑trading restrictions (governance caution) |
Insider Trades
| Period | Summary |
|---|---|
| FY2024 Section 16(a) status | Company reports officers, directors and 10% holders complied with Section 16(a) filing requirements for 2024. Specific Form 4 transaction details not provided in the Proxy. |
Governance Assessment
-
Positives
- Independent director; Audit Committee Chair; designated Audit Committee Financial Expert, strengthening financial reporting oversight and auditor independence.
- Broad media operations background and prior investment banking/M&A experience align with Lamar’s industry and capital allocation needs.
- Attendance at least 75% and participation across all three standing committees indicate strong engagement.
- Director pay structure mixes cash retainer with annual restricted stock (time‑based), aligning compensation with shareholder value via equity; cash/committee fee breakdown is transparent.
- Clawback policy adopted in 2023 enhances accountability for incentive‑based executive pay (broader governance signal).
-
Watch items / potential red flags
- 6,905 shares held in a brokerage margin account could introduce forced‑sale risk under stress; while not a formal “pledge,” leverage exposure warrants monitoring.
- Company permits hedging by directors (other than standard insider‑trading timing restrictions), which may weaken alignment with long‑term shareholders.
- Dual‑class voting concentrated with the Reilly family (Class B 10:1 votes) and significant share pledging by RFLLC create a controlled‑company context; independent oversight remains critical.
- No explicit lead independent director disclosed.
-
Related‑party/Conflicts
- Proxy discloses related‑party dealings involving entities owned by members of the Reilly family (e.g., REV/EATEL); no related‑party transactions involving Mr. Mumblow are disclosed.
-
Shareholder feedback context
- Say‑on‑pay support exceeded 99% in 2023; next advisory vote scheduled for 2026 (context for Compensation Committee effectiveness; Mr. Mumblow is a member).