Thomas V. Reifenheiser
About Thomas V. Reifenheiser
Independent director of Lamar Advertising Company. Age: 89; director since 2000. Former Managing Director and Group Executive for the Global Media & Telecom Group at Chase Securities Inc.; joined Chase in 1963 and led the Global Media & Telecom Group since 1977. Brings deep finance/banking and media-industry expertise with extensive public company board experience, supporting oversight of corporate governance and executive compensation. Independence affirmed under Nasdaq standards. Missed the 2024 Annual Meeting; otherwise met the board’s ≥75% attendance threshold for board/committee meetings.
Past Roles
| Organization | Role | Tenure/Notes | Impact/Expertise |
|---|---|---|---|
| Chase Securities Inc. | Managing Director & Group Executive, Global Media & Telecom | 1995–2000; at Chase since 1963; Group Executive since 1977 | Finance/banking expertise with specialization in media; strategic and governance insights for oversight roles |
External Roles
| Organization | Role | Status |
|---|---|---|
| Cablevision Systems Corporation | Director | Former director |
| Mediacom Communications Corporation | Director | Former director |
| F+W Publications Inc. | Director | Former director |
| Citadel Broadcasting Corporation | Director | Former director |
Board Governance
- Committee assignments (2024–2025):
- Compensation Committee: Chair
- Audit Committee: Member
- Nominating & Governance Committee: Member
- Independence: Board determined he is an “independent director” under Nasdaq standards
- Attendance: Each director attended at least 75% of board and relevant committee meetings in 2024; all directors attended the 2024 Annual Meeting except Mr. Reifenheiser
- Executive sessions of independent directors: 2 in 2024
- Board/committee activity levels (context for workload): Board 4 meetings; Audit 5; Compensation 4; Nominating & Governance 2 (2024)
Fixed Compensation
Director compensation for fiscal 2024 (non‑employee director):
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $72,500 |
| Stock awards (restricted stock, time‑based) | $95,000 |
| Total | $167,500 |
Notes:
- Standard director fee schedule in 2024: annual cash retainer $50,000; committee member annual fees: Audit $7,500; Compensation $3,000; Nominating & Governance $3,000; Chair fees: Audit $20,000; Compensation $9,000; Nominating & Governance $9,000. Equity at (re)election: restricted stock grant FMV by role; Compensation Chair $95,000; committee members $80,000; non-committee $75,000; Audit Chair $100,000. Director equity vests 50% at grant and 50% at end of one‑year term.
Performance Compensation
- Non‑employee director pay is not tied to performance metrics; equity is time‑based restricted stock (no EPS/EBITDA/TSR conditions disclosed for directors).
Other Directorships & Interlocks
- Current public company boards for Mr. Reifenheiser: none disclosed in the 2025 proxy. Prior board roles listed above.
- Compensation Committee interlocks: None; no executive officer of Lamar serves on another company’s board/compensation committee where a Lamar director/officer sits.
Expertise & Qualifications
- Finance and banking sector expertise with a specialization in media, plus extensive corporate board service; positioned to contribute on corporate governance, executive compensation, board oversight, and strategic planning.
- Serves as Compensation Committee Chair, with oversight of CEO and NEO compensation, including cash and equity programs.
Equity Ownership
| Holder | Security | Beneficially Owned | % of Class |
|---|---|---|---|
| Thomas V. Reifenheiser | Class A Common | 43,460 | <1% |
Notes:
- Beneficial ownership table as of March 17, 2025; LTIP/OP unit mechanics apply to executives; no pledge or margin footnote related to Mr. Reifenheiser is disclosed, whereas pledging/margin is disclosed for certain others (context).
Governance Assessment
Key positives
- Independent director; chairs Compensation Committee and serves on Audit and Nominating & Governance—broad oversight footprint across pay, audit/controls, and board composition.
- Deep sectoral (media) and financial expertise from decades at Chase; prior public company board experience supports governance quality.
- Committee transparency: fee and equity structures disclosed; director equity grants are time-based, aligning with tenure and service.
- Say‑on‑Pay context: Prior advisory support was strong (2023 >99%), indicating shareholder acceptance of pay approach during his committee leadership period. Next SOP vote in 2026.
Watch items / potential red flags
- Long tenure and age (director since 2000; age 89) may raise board refreshment and succession considerations for investors focused on independence over extended service.
- Missed the 2024 Annual Meeting (though met ≥75% meeting attendance).
- Company permits hedging by directors and employees (no anti‑hedging policy), which many investors view as misaligned with best practices.
- Concentrated control/related‑party ecosystem: Reilly family controls high‑vote Class B shares with significant pledging; related‑party transactions (REV/EATEL) exist, though overseen under Audit Committee policy. While not involving Mr. Reifenheiser personally, this environment elevates governance risk and underscores the importance of independent committee leadership.
Related‑party and policy controls
- Audit Committee pre‑approves related‑party transactions; annual questionnaires used to identify such relationships.
- Insider trading policy prohibits trading on material non‑public information; however, hedging transactions are not prohibited by policy.