UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On March 12, 2024, the Compensation Committee of Lamar Advertising Company (the “Company”) approved certain changes to the compensation of the Company’s named executive officers, as further detailed below.
Base Salary
The following changes shall be effective April 1, 2024:
| • | The annual base salary of Sean E. Reilly, Chief Executive Officer & President, shall increase from $700,000 to $900,000. |
| • | The annual base salary of Jay L. Johnson, EVP, Chief Financial Officer & Treasurer, shall increase from $600,000 to $700,000. |
The annual base salary of Kevin P. Reilly, Jr., the Company’s Executive Chairman, remains unchanged.
Incentive Cash Bonus
The target incentive cash bonus amounts, which will be paid upon certification of the Compensation Committee based on the Company’s achievement of certain annual financial performance goals, shall be as follows:
| • | The target cash bonus amount for Sean E. Reilly shall be 100% of his annual base salary. |
| • | The target cash bonus amount for Jay L. Johnson shall be 85% of his annual base salary. |
The target cash bonus amount for Kevin P. Reilly, Jr. remains unchanged.
Consistent with the previously disclosed design of the Company’s cash incentive program, each of the executives shall be eligible to achieve up to 200% of the target amount.
Incentive Equity Awards
On March 12, 2024, Lamar Advertising Limited Partnership (the “OP”), a subsidiary of the Company issued (i) 26,400 LTIP Units to Kevin P. Reilly, Jr., (ii) 60,000 LTIP Units to Sean E. Reilly and (iii) 33,600 LTIP Units to Jay L. Johnson (collectively, the “Issued LTIP Units”).
The Issued LTIP Units are:
| (i) | issued pursuant to the Company’s 1996 Equity Incentive Plan (as amended from time to time the “Plan”), and subject to the terms of the Partnership Agreement of the OP and the award agreement; |
| (ii) | subject to vesting criteria and forfeiture (in whole or in part) based on the Company’s achievement of certain financial performance goals and the discretion of the Compensation Committee; |
| (iii) | the maximum number of LTIP Units that may be earned by each of the executives and represents achievement of financial performance goals at 120% of target. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 18, 2024 | LAMAR ADVERTISING COMPANY | |||||
| By: | /s/ Jay L. Johnson | |||||
| Jay L. Johnson | ||||||
| EVP, Chief Financial Officer & Treasurer | ||||||