Wendell Reilly
About Wendell Reilly
Wendell Reilly (age 67) is a long-tenured Lamar Advertising Company director (current service since 2005; he also served 1999–2001) with deep media, private equity, and CFO/CEO experience; he is a manager of the controlling shareholder Reilly Family LLC (RFLLC) and is not classified as an independent director under Nasdaq rules . He previously served as Lamar’s CFO (1985–1989) and holds current external roles including director at Brown & Brown, Inc.; his Reilly family relationships (siblings include the Executive Chairman and CEO) and RFLLC role are central to Lamar’s dual‑class governance and control .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lamar Advertising Company | Chief Financial Officer | 1985–1989 | Early executive finance leadership at Lamar |
| Grapevine Partners LLC | Managing Partner | 2000–present | Private equity/entrepreneurial investing in media/communications |
| Peachtree Equity Partners II | General Partner | 2009–until dissolution | Private equity leadership |
| Grapevine Communications (7 network-affiliate TV stations) | Chief Executive Officer | 1996–2000 | Operator experience in broadcast media |
| SignPost Networks | Chief Executive Officer | 2003–2011 | Media/technology operating leadership |
| Berman Capital Advisors | Chairman (until merger with Cresset) | Until 2022 | Wealth management governance leadership |
| Haas Publishing Companies | Chief Financial Officer | 1989–1994 | CFO experience in publishing |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Brown & Brown, Inc. | Director; former Compensation Committee Chair; former Lead Director | Current (director) | Significant compensation/governance experience at public company |
| Emory University | Trustee Emeritus | Current | Higher education governance |
| The Carter Center (Atlanta) | Trustee | Current | Nonprofit governance |
| International Center for Journalists | Director | Current | Media/press governance |
Board Governance
- Independence: Not independent under Nasdaq standards; independent directors are Koerner, Loeb, Mumblow, Reifenheiser, Thompson, and Fletcher (W. Reilly not listed) .
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Governance Committees (Audit: Mumblow (Chair), Reifenheiser, Loeb, Koerner; Comp: Reifenheiser (Chair), Koerner, Mumblow, Fletcher; N&G: Koerner (Chair), Reifenheiser, Mumblow, Thompson) .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting except Mr. Reifenheiser .
- Years of service on LAMR board: Director since 2005 (and 1999–2001 previously) .
- Family/Control: Sibling to Executive Chairman (Kevin P. Reilly, Jr.), CEO (Sean E. Reilly), and director Anna Reilly; all are managers of RFLLC, the controlling Class B stockholder with 10 votes per share .
- Executive sessions: Independent directors met in executive session twice in 2024 .
Fixed Compensation (Director, 2024)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard cash retainer for non‑employee directors |
| Committee membership fees | $0 | W. Reilly not listed on any committee (Audit: $7,500; Comp: $3,000; N&G: $3,000) |
| Committee chair fees | $0 | Chairs: Audit $20,000; Comp/N&G $9,000; paid quarterly |
| Travel reimbursement | Reimbursed | Standard reimbursement for Board/committee meetings |
| Total “Fees Earned or Paid in Cash” (reported) | $50,000 | As disclosed for W. Reilly |
Performance Compensation (Director, 2024)
| Element | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock (Class A) | $75,000 | 50% vests at grant; 50% vests at term end (1‑year) | None (time‑based only) |
In 2024, non‑employee director equity grants were fixed‑value restricted stock; no options and no performance conditions. Equity grant fair values by role: Non‑committee $75k; Committee members $80k; Committee Chairs: Comp/N&G $95k, Audit $100k .
Other Directorships & Interlocks
| Company/Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| Brown & Brown, Inc. | Public company directorship; former Comp Chair/Lead Director | None disclosed with Lamar; governance expertise relevant |
| RFLLC (controlling stockholder) | Manager (with siblings) of entity holding 9,000,000 Class B shares | Concentrated control; all 9,000,000 RFLLC Class B shares are pledged as collateral (red flag) |
Expertise & Qualifications
- 30+ years in media/communications across CFO and CEO roles (broadcast TV stations, publishing, media tech), plus private equity leadership; brings strategic/financial oversight relevant to Lamar’s industry .
- Public company board governance depth (former Compensation Committee Chair and Lead Director at Brown & Brown) .
- Nonprofit and academic trusteeships contribute stakeholder and reputational perspective .
Equity Ownership (as of March 17, 2025)
| Security | Beneficial Ownership | Notes | Percent of Class (if B converted) |
|---|---|---|---|
| Class A Common | 11,523 | Includes 5,000 shares held by spouse | |
| Class B Common | 9,500,000 | Manager of RFLLC, which holds 9,000,000 Class B; managers disclaim beneficial ownership except pecuniary interest; all 9,000,000 RFLLC shares are pledged as collateral for a loan | |
| Combined % (if all B converted) | — | Represents 9.27% of Class A on an as‑converted basis (per proxy calculation) |
Governance Assessment
- Board effectiveness/skills: Strong sector and finance background; public company compensation governance experience (former Comp Chair/Lead Director at Brown & Brown) adds expertise useful to Lamar’s oversight .
- Independence and conflicts: Not independent (family member of Executive Chairman/CEO and RFLLC manager); concentrated control via Class B (10 votes/share) raises minority shareholder protection considerations .
- Related‑party exposure: RFLLC (managed by W. Reilly and siblings) holds 9,000,000 Class B shares—ALL pledged as loan collateral (pledging is a red flag); Lamar also had immaterial two‑way transactions in 2024 with EATEL (REV subsidiary majority owned by Reilly family/RFLLC) totaling ~$25k paid by Lamar and ~$290k revenue from EATEL advertising .
- Hedging policy: Company does not prohibit hedging by employees or directors beyond insider‑trading restrictions (shareholder‑unfriendly vs peers) (red flag) .
- Attendance/engagement: Met ≥75% attendance threshold; participated in 2024 Annual Meeting; independent directors held two executive sessions—basic engagement indicators .
- Director pay/ownership alignment: 2024 mix is low cash retainer ($50k) plus time‑based equity ($75k FMV), aligning modestly with stock performance; no performance‑conditioned director pay .
- Say‑on‑pay (context): 2023 say‑on‑pay support >99%, indicating investor tolerance for current pay architecture despite control structure; however, vote covers executives not directors .
- Compliance signals: Section 16(a) filings for officers/directors reported as compliant for 2024 .
- Clawback: Company adopted Dodd‑Frank‑aligned clawback policy in Oct 2023 (executive incentive pay), positive governance baseline though not director‑specific .
RED FLAGS
- Not independent; direct family tie to Executive Chairman and CEO; manager of controlling RFLLC .
- Pledging: All 9,000,000 RFLLC Class B shares pledged as collateral (raises risk of forced sales/control instability under stress) .
- Hedging not prohibited for directors (misaligned with many governance best practices) .
- Related‑party transactions with family‑owned REV/EATEL, albeit small in 2024, require ongoing Audit Committee oversight .
Positive Indicators
- Relevant industry/operator and finance expertise; public board leadership (Comp Chair/Lead Director) .
- Attendance thresholds met; independent director executive sessions held .
- Transparent disclosure of control/related‑party arrangements and adoption of clawback policy .