DEF 14A of Lamar Advertising Co/New
Filed Apr 5, 2024 · FY20230001193125-24-088448
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS The Board of Directors has fixed the number of directors at nine for the coming year. The Board of Directors, upon recommendation from the Nominating and Governance Committee, has nominated the individuals listed below for election as directors at the Annual Meeting to be held on May 16, 2024, to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. Each nominee has consented to being named a nominee in this proxy statement and to serve, if elected, as a director. If any nominee is unable to serve, proxies will be voted for such other candidates as may be nominated by the Board of Directors.
Required Vote
Required Vote Directors will be elected by a plurality of the votes cast by the stockholders entitled to vote on this proposal at the meeting. Abstentions, broker non-votes, and votes withheld will not be treated as votes cast for this purpose and will not affect the outcome of the election.
The Board of Directors recommends that you vote FOR the election
The Board of Directors recommends that you vote FOR the election of each of the nominees listed below.
Nominees for Director
Nominees for Director The following table contains certain information about the nominees for director as of March 18, 2024, including their business experience, qualifications and other directorships. All of the directors’ present terms expire in 2024.
Nominees for Director
| Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Kevin P. Reilly, Jr. Age: 69 | Kevin P. Reilly, Jr. was appointed as Executive Chairman of the Board in February 2020 and has served as one of our directors since February 1984. He previously served as our President from February 1989 until February 2020. Mr. Reilly also served as our Chief Executive Officer from February 1989 until February 2011. Prior to becoming President and Chief Executive Officer, Mr. Reilly served as the President of our Outdoor Division from 1984 to 1989. Mr. Reilly, our employee since 1978, has also served as General Manager of our Baton Rouge Region and Vice President and General Manager of the Louisiana Region. Kevin P. Reilly, Jr., with over 35 years of experience at Lamar, has unparalleled knowledge of our business and operating history. He is also the executive manager of our controlling stockholder, the RFLLC. The RFLLC and members of the Reilly family are permitted holders of our Class B Common Stock, which was put in place in connection with our initial public offering in 1996 to provide for continuity of control over the Company and entitles its holders to ten votes per share. Board representation by members of the Reilly family, which has ties to the Lamar family dating back to 1958, also serves to preserve the principles upon which Lamar was founded. | 1984 |
Nominees for Director
| Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Anna Reilly Age: 60 | Anna Reilly chairs the Board of the Boston Thurmond Community Network, a Purpose Built Community and serves as a Director on National Board of Book Harvest along with the Advisory Board of Face to Face of Wake Forest University. Rotating off in 2020, she is the former Chair of the Board for Helen Simoneau Danse. From 2009 to 2014, she served on the Asset Development Committee of the Winston Salem Foundation. From 2005 to 2012, she served on the Board of Visitors for Duke University’s Sanford School of Public Policy, during which time she served as the chair of their Developmental Committee for three years. From 2007 to 2012, she served as a Director of the Bethesda Center for the Homeless. From 2001 to 2006, Ms. Reilly served on the Board of Directors of St. Joseph Capital Bank, a public company that is now Old National Bank. During that time, she also served as a trustee of the Stanley Clark School and as a Director of the Community Foundation of St. Joseph County. From 1995 until 2000, Ms. Reilly owned and operated Lula’s Café, a restaurant in South Bend, Indiana. Anna Reilly is a manager of our controlling stockholder, the RFLLC, and brings knowledge of our business and operations to the Board. The RFLLC and members of the Reilly family are permitted holders of our Class B Common Stock, which was put in place in connection with our initial public offering in 1996 to provide for continuity of control over the Company and entitles its holders to ten votes per share. In addition, Board representation by members of the Reilly family, which has ties to the Lamar family dating back to 1958, also serves to preserve the principles upon which Lamar was founded. Ms. Reilly’s background and continued commitment to civic service also provide us with a valuable perspective on local issues, which is important to us due to our focus on local advertising. | 2001 |
Nominees for Director
| Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Wendell Reilly Age: 66 | Wendell Reilly has been the Managing Partner of Grapevine Partners LLC since 2000, and in 2009, he joined Peachtree Equity Partners II as a General Partner. Mr. Reilly also served as Chairman of Berman Capital Advisors until its merger with Cresset Asset Management in 2021. He currently serves as a director of Brown and Brown, Inc. and is the former Chair of its Compensation Committee and its former Lead Director. He also serves as a Trustee Emeritus of Emory University and Trustee of The Carter Center in Atlanta and Director of the International Center for Journalists. He previously served as the Company’s Chief Financial Officer from 1985 to 1989 and director from 1999 to 2001. Mr. Reilly also served as CFO of Haas Publishing Companies from 1989 to 1994, CEO of Grapevine Communications, a group of seven network-affiliated TV stations, from 1996 to 2000 and CEO of SignPost Networks from 2003 to 2011. Wendell Reilly, with over 30 years of private equity, entrepreneurial and executive management experience in media and communications, has extensive expertise in our industry from both inside and outside Lamar. He also brings valuable insight into the issues facing our management through his experience as a founder and principal in other media companies. Mr. Reilly is also a manager of our controlling stockholder, the RFLLC. The RFLLC and members of the Reilly family are permitted holders of our Class B Common Stock, which was put in place in connection with our initial public offering in 1996 to provide continuity of control over the Company and entitles its holders to ten votes per share. In addition, Board representation by members of the Reilly family, which has ties to the Lamar family dating back to 1958, also serves to preserve the principles upon which Lamar was founded. | 2005 |
Nominees for Director
| Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Stephen P. Mumblow Age: 68 | Stephen P. Mumblow is the President and Owner of Manhan Media, Inc., Deerfield Media, Inc. and the Deerfield Media group of companies, which own and operate television stations in ten mid-size U.S. television markets and engage in the production and distribution of sports related programming in the United States. Until January 2002, Mr. Mumblow was the President and a Director of Communications Corporation of America, a television and radio broadcasting company, having joined that company in 1998. Mr. Mumblow was a Managing Director of Chase Securities, Inc., an investment banking firm, from March 1988 to August 1998. Prior to that, he was a Vice President of Michigan Energy Resources Company, an intrastate natural gas utility company and cable television and broadcasting concern, and Citibank, N.A., a commercial bank. Mr. Mumblow brings to the Board experience in advertising and marketing trends based upon his ownership of Manhan Media and Deerfield Media. He also has extensive banking expertise, including with respect to the financing of a wide range of media enterprises and merger and acquisition activity within the media industry. He has also gained valuable expertise both operating and serving on the boards of businesses in the television, radio and newspaper industries, experience which provides him with insight into the Company’s competitive and strategic landscape. His financial acumen and experience, including qualification as an Audit Committee Financial Expert, provides our Board with valuable skills and a strong background in financial reporting and balance sheet management. | 1999 | | Thomas V. Reifenheiser Age: 88 | Thomas V. Reifenheiser was a Managing Director and Group Executive for the Global Media and Telecom Group of Chase Securities Inc., an investment banking firm, from 1995 to 2000. He joined Chase in 1963 and was the Global Media and Telecom Group Executive since 1977. He has served as a director of Cablevision Systems Corporation, Mediacom Communications Corporation, F+W Publications Inc. and Citadel Broadcasting Corporation. Mr. Reifenheiser possesses expertise in the finance and banking sector with a specialization in the media industry. His extensive experience serving on corporate boards makes him an invaluable resource on matters of corporate governance, executive compensation, effective board oversight and strategic planning. Mr. Reifenheiser’s vast experience in the broadcasting and publishing industries provides strategic perspective and insight into our industry. His service on our Board also provides us with additional financial expertise. | 2000 |
Nominees for Director
| Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | John E. Koerner, III Age: 81 | John E. Koerner, III has been the managing member of Koerner Capital, LLC, a private investment company, or the President of its predecessor, Koerner Capital Corporation, since 1995. From 1976 to 1995, Mr. Koerner was President and co-owner of Barq’s, Inc. and its subsidiary, The Delaware Punch Company. Mr. Koerner is a member of a number of civic boards including The Nature Conservancy of Louisiana and the World War II Museum. He served as Chairman of the New Orleans Regional Chamber of Commerce for 1995, was a past Co-Chairman of Metrovision, and was the 2002 - 2003 Chairman of the New Orleans Business Council. He serves on a number of business boards including Geocent, LLC. Mr. Koerner served on the board of Legg Mason, Inc. until July 2014 and IBERIABANK Corporation until 2020. Mr. Koerner has extensive experience in corporate finance, the management of capital intensive organizations, and capital markets. Through his service on other boards, Mr. Koerner also has experience with a broad range of corporate governance matters. Mr. Koerner’s background and civic board service also provide us with a valuable link to our community, which is important to us because of our focus on local advertising. | 2007 | | Marshall A. Loeb Age: 61 | Marshall A. Loeb is the President, Chief Executive Officer and a director of EastGroup Properties, Inc., a self-administered equity real estate investment trust (REIT) focused on the development, acquisition and operation of industrial properties. He previously served as President and Chief Operating Officer of Glimcher Realty Trust from 2005 to 2015. From 2000 to 2005, he served as Chief Financial Officer of Parkway Properties, Inc. Mr. Loeb has more than 25 years of experience with publicly held REITs. He possesses extensive expertise in the real estate industry and in finance. His experience serving in a variety of executive roles at other REITs provides us with an invaluable strategic perspective. | 2018 | | Elizabeth Thompson Age: 60 | Elizabeth Thompson is the co-founder of Cleveland Avenue, LLC, an investment firm she and her husband created to foster growth for a new generation of remarkable and disruptive companies. She is also CEO of The CAFE Group, an equity-rooted philanthropy that works to transform and reshape how philanthropy more equitably distributes resources and finds, supports, and develops leaders of color. Ms. Thompson has extensive leadership experience and decades of experience as a director of non-profit organizations. Through her board service, Ms. Thompson has experience navigating a wide-array of organizational challenges, allowing her to serve as a critical resource. Ms. Thompson’s background and commitment to civic service provides us with a valuable perspective on local issues, which is important to us due to our focus on local advertising. | 2019 |
Nominees for Director
| Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Nancy Fletcher Age: 69 | Nancy Fletcher served as the President and Chief Executive Officer of the Outdoor Advertising Association of America, Inc., a trade association representing the out of home advertising industry in the United States, from 1991 until her retirement in 2019. Ms. Fletcher has extensive knowledge and experience in our industry. She has particular expertise in navigating various regulatory issues and challenges to our business. She also brings her extensive knowledge of industry best practices, allowing us to better understand and respond to trends in our industry. | 2020 |
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Use of Compensation Consultants and Peer Group Data
Use of Compensation Consultants and Peer Group Data The Compensation Committee did not consult with any compensation consultants in conjunction with its executive officer compensation determinations for fiscal 2023. The Compensation Committee did not set executive officer compensation to a specific percentile of the range of total compensation represented by a specified peer group when making its executive compensation determinations for fiscal 2023.
Incentive Cash Bonus
Incentive Cash Bonus
Incentive Cash Bonus
| | 2023 Awards | | | | | | | Portion (50%) Based on Pro Forma Net Revenue Growth ($) | Portion (50%) Based on Pro Forma EBITDA Growth ($) | Total Earned Based on Performance Criteria ($) | Additional Discretionary Cash Award ($) | Total Cash Award ($) | | Kevin P. Reilly, Jr. Executive Chairman | $0 | $112,500 | $112,500 | $0 | $112,500 | | Sean E. Reilly Chief Executive Officer and President | $0 | $180,000 | $180,000 | $250,000 | $430,000 | | Jay L. Johnson Executive Vice President, Chief Financial Officer and Treasurer | $0 | $135,000 | $135,000 | $250,000 | $385,000 |
Incentive Cash Bonus
Incentive Equity Awards. The Compensation Committee approved the performance criteria underlying the equity grants for each of Kevin P. Reilly, Jr., Sean E. Reilly and Jay L. Johnson at its February 2023 meeting and made the corresponding LTIP Unit grants in the first quarter of 2023. These LTIP Unit award amounts were set at 22,000, 44,000 and 22,000 LTIP Units, respectively, for each of Kevin P. Reilly, Jr., Sean E. Reilly and Jay L. Johnson, which were subject to vesting and forfeiture conditions based on the achievement of the approved performance criteria, subject to the exercise of discretion by the Compensation Committee. The number of LTIP Units granted to Sean E. Reilly in 2023 (which can ultimately convert into Class A Common Stock on a one-to-one basis under certain circumstances) was the same as the maximum number of LTIP Units he was eligible to receive in 2022 and the maximum number of shares Class A Common Stock that he was eligible to receive in every prior year from 2006 through 2021. With respect to each of Kevin P. Reilly, Jr. and Jay L. Johnson, the number of LTIP Units granted in 2023 (which can ultimately convert into Class A Common Stock on a one-to-one basis under certain circumstances) was the same as the maximum number of LTIP Units each was eligible to receive in 2022 and the maximum number of shares of Class A Common Stock each was eligible to receive in each of 2020 and 2021. The Compensation Committee reaffirmed its belief that utilizing fixed unit amounts for the LTIP Unit grants provides appropriate incentives and alignment with interests of stockholders, since the value of the LTIP Units is aligned with Company’s Class A Common Stock, due to the conversion feature. The LTIP Units issued to the Company’s executives were subject to vesting and forfeiture conditions until, and to the extent, the relevant performance goals for fiscal 2023 were met and certified by the Compensation Committee, subject to the discretion of the Compensation Committee to further adjust the awards. The Compensation Committee feels that the use of LTIP Units as a part of its compensation program aligns executive compensation to the creation of stockholder value but not to such an extent that it would create incentives for executives to focus solely on short-term stock appreciation to the exclusion of long-term strategy. The pro forma revenue growth and pro forma EBITDA growth metrics for fiscal 2023 over fiscal 2022 used in the context of the incentive cash awards were used to determine the achievement of the performance conditions underlying the LTIP Unit awards. Unlike incentive cash awards, there was no opportunity to achieve greater than 100% of the equity award targets utilized for the LTIP Unit awards in 2023. On that basis, (i) the Company’s pro forma net revenue growth resulted in attainment of 0% of each named executive officer’s incentive equity award target for 2023 based on revenue and (ii) the Company’s pro forma EBITDA growth resulted in attainment of 90% of each named executive officer’s incentive equity award target for 2023 based on EBITDA. In addition, the Compensation Committee exercised discretion to adjust the vested portion of each named executive officer’s LTIP Units by deeming an additional portion of such award as vested based on discretionary criteria. For Mr. Sean E. Reilly and Mr. Kevin P. Reilly, Jr., the Compensation Committee awarded discretionary LTIP Units equal to approximately 8% of the original grant amount, in addition to the amounts earned based on performance criteria. This modest adjustment was made to bring each of their overall compensation in line with amounts the Committee deemed appropriate and consistent with prior year’s compensation. In the case of Mr. Johnson, the Compensation Committee deemed a larger portion of his LTIP Units as vested as compared to the other named executive officers after considering Mr. Johnson’s significant contributions to the Company’s current corporate-wide multi-year initiative to upgrade all of the Company’s major internal systems and processes and reviewing the overall level of Mr. Johnson’s compensation for 2023. The total 2023 incentive equity awards earned by each executive, in the form of LTIP Units, is set forth below and reflected in the Stock Awards column of the 2023 Summary Compensation Table (see footnote 1 to the 2023 Summary Compensation Table, which describes the assumptions underlying the calculation of the aggregate grant date fair value of these awards). The unvested portions of such LTIP Unit awards, as well as an additional number of LTIP Units equal to the value of the dividends paid during 2023 on the portion of the LTIP Units for which the performance criteria was not achieved, were forfeited by the named executive officers.
Incentive Equity Awards
Incentive Equity Awards
Incentive Equity Awards
| | 2023 Awards | | | | | | | Portion (50%) Based on Pro Forma Net Revenue Growth (#) | Portion (50%) Based on Pro Forma EBITDA Growth (#) | Total LTIP Units Earned Based on Performance Criteria (#) | Additional LTIP Units Deemed Earned Based on Discretionary Criteria (#) | Total LTIP Units Earned (#)(1) | | Kevin P. Reilly, Jr. Executive Chairman | 0 | 9,900 | 9,900 | 1,662 | 11,562 | | Sean E. Reilly Chief Executive Officer and President | 0 | 19,800 | 19,800 | 3,323 | 23,123 | | Jay L. Johnson Executive Vice President, Chief Financial Officer and Treasurer | 0 | 9,900 | 9,900 | 10,462 | 20,362 |
Incentive Equity Awards
| (1) Includes 562 LTIP Units, with respect to each of Kevin P. Reilly, Jr. and Jay L. Johnson, and 1,123 LTIP Units, with respect to Sean E. Reilly, that were forfeited by such named executive officer to the Company in respect of dividends paid during 2023 on LTIP Units that were forfeited due to failure to achieve the performance criteria, based on the closing price of our Class A Common Stock on the vesting date. |
Incentive Equity Awards
The tables that follow set forth the level of pro forma net revenue and pro forma EBITDA growth required for fiscal 2023 over fiscal 2022 to achieve the stated percentage of target incentive awards for our named executive officers as set by the Compensation Committee in February 2023. These goals relate to achievement of both incentive cash and incentive equity awards, except that equity awards, in the form of LTIP Units, cannot exceed their target amount irrespective of goal achievement in excess of the 100% level.
2023 POTENTIAL INCENTIVE AWARDS
2023 POTENTIAL INCENTIVE AWARDS
Pro Forma Net Revenue Growth(1) – 50%
| Incentive Cash Bonus | | | Incentive Equity Award | | | | Pro Forma Net Revenue Growth | Percentage of Target Bonus Earned | | Pro Forma Net Revenue Growth | Percentage of Target Bonus Earned | | | Less than 2.5% | 0 | %* | Less than 2.5% | 0 | %* | | At least 2.5% but less than 2.7% | 65 | | At least 2.5% but less than 2.7% | 65 | | | At least 2.7% but less than 2.9% | 70 | | At least 2.7% but less than 2.9% | 70 | | | At least 2.9% but less than 3.1% | 75 | | At least 2.9% but less than 3.1% | 75 | | | At least 3.1% but less than 3.3% | 80 | | At least 3.1% but less than 3.3% | 80 | | | At least 3.3% but less than 3.5% | 85 | | At least 3.3% but less than 3.5% | 85 | | | At least 3.5% but less than 3.7% | 90 | | At least 3.5% but less than 3.7% | 90 | | | At least 3.7% but less than 3.9% | 95 | | At least 3.7% but less than 3.9% | 95 | | | At least 3.9% but less than 4.4% | 100 | | At least 3.9% or greater | 100 | | | At least 4.4% but less than 4.9% | 125 | | | | | | At least 4.9% but less than 5.4% | 150 | | | | | | At least 5.4% but less than 5.9% | 175 | | | | | | At least 5.9% or greater | 200 | | | | |
2023 POTENTIAL INCENTIVE AWARDS
2023 POTENTIAL INCENTIVE AWARDS
Pro Forma EBITDA Growth(1) – 50%
| Incentive Cash Bonus | | | Incentive Equity Award | | | | Pro Forma EBITDA Growth | Percentage of Target Bonus Earned | | Pro Forma EBITDA Growth | Percentage of Target Bonus Earned | | | Less than 1.9% | 0 | | Less than 1.9% | 0 | | | At least 1.9% but less than 2.2% | 65 | | At least 1.9% but less than 2.2% | 65 | | | At least 2.2% but less than 2.5% | 70 | | At least 2.2% but less than 2.5% | 70 | | | At least 2.5% but less than 2.8% | 75 | | At least 2.5% but less than 2.8% | 75 | | | At least 2.8% but less than 3.1% | 80 | | At least 2.8% but less than 3.1% | 80 | | | At least 3.1% but less than 3.4% | 85 | | At least 3.1% but less than 3.4% | 85 | | | At least 3.4% but less than 3.7% | 90 | %* | At least 3.4% but less than 3.7% | 90 | %* | | At least 3.7% but less than 4.0% | 95 | | At least 3.7% but less than 4.0% | 95 | | | At least 4.0% but less than 4.5% | 100 | | At least 4.0% or greater | 100 | | | At least 4.5% but less than 5.0% | 125 | | | | | | At least 5.0% but less than 5.5% | 150 | | | | | | At least 5.5% but less than 6.0% | 175 | | | | | | At least 6.0% or greater | 200 | | | | |
Payments Upon Termination or Change–in–Control
Payments Upon Termination or Change–in–Control We do not have employment agreements or other agreements with any of our executive officers that entitle them to payments upon termination or in the event of a change-in-control.
Recent Developments
| • | The target cash bonus amount for Sean E. Reilly shall be 100% of his annual base salary. |
Recent Developments
| • | The target cash bonus amount for Jay L. Johnson shall be 85% of his annual base salary. |
Recent Developments
| • | The target cash bonus amount for Kevin P. Reilly, Jr. remains unchanged. |
Recent Developments
Consistent with the previous 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 for 2024 On March 12, 2024, the OP 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 “2024 LTIP Units”). Consistent with the Company’s prior LTIP Unit awards, the 2024 LTIP Units are 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. The 2024 LTIP Units are 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.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table sets forth certain compensation information for our named executive officers. The table reflects each officer’s position as of December 31, 2023.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3)(4) | Total ($) | | Kevin P. Reilly, Jr. Executive Chairman of the Board | 2023 | 100,000 | — | 2,241,140(5) | — | 112,500 | 320,860 | 2,774,500 | | | 2022 | 100,000 | — | 1,946,780(6) | — | 500,000 | 168,217 | 2,714,997 | | | 2021 | 100,000 | — | 2,017,620(7) | — | 500,000 | 118,773 | 2,736,393 | | Sean E. Reilly Chief Executive Officer and President | 2023 | 700,000 | — | 4,482,280(5) | — | 430,000 | 669,697 | 6,281,977 | | | 2022 | 700,000 | — | 3,893,560(6) | — | 800,000 | 685,834 | 6,079,394 | | | 2021 | 700,000 | — | 4,035,240(7) | — | 800,000 | 399,518 | 5,934,758 | | Jay L. Johnson Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 600,000 | — | 2,297,240(5) | — | 385,000 | 178,436 | 3,460,676 | | | 2022 | 600,000 | — | 1,946,780(6) | — | 600,000 | 112,900 | 3,259,680 | | | 2021 | 600,000 | — | 2,017,620(7) | — | 600,000 | 74,255 | 3,291,875 |
2023 Summary Compensation Table
| (1) Reflects the aggregate grant date fair value recognized for financial statement reporting purposes in accordance with ASC Topic 718. With respect to performance-based stock awards and LTIP Units, the grant date fair value is calculated assuming the probable outcome of achievement, which on the grant date was expected to be 100% of the target equity incentive award amount, rather than the value of the actual award earned on the date when issued to the officer. For the assumptions underlying the valuation of these awards see Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024. With respect to discretionary stock grants, the grant date fair value is calculated as of the date of grant. |
2023 Summary Compensation Table
| (2) Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect the incentive cash awards granted at the beginning of each year, earned based on performance criteria during that fiscal year, subject to discretionary adjustments, and paid in the following fiscal year. The 2023 awards are described in further detail under the headings “Performance-Based Incentive Compensation” and “Incentive Cash Bonus” in the Compensation Discussion and Analysis and are also reflected in the table “Grants of Plan-Based Awards in Fiscal Year 2023” under the column “Estimated Future Payouts Under Non-Equity Incentive Plan Awards.” |
2023 Summary Compensation Table
| (3) Includes $128,006, $56,317, and $53,253 for Mr. Kevin P. Reilly, Jr. and $390,398, $513,534, and $340,989 for Mr. Sean E. Reilly for the personal use of the Company aircraft in 2023, 2022, and 2021, respectively, as further described below. For Mr. Johnson, includes $17,436 and $4,411 for the personal use of the Company aircraft in 2023 and 2021, respectively, and $16,844 for storage of household goods in 2021. Also includes $110,000 and $59,400 for each of Mr. Kevin P. Reilly, Jr. and Mr. Johnson for 2023 and 2022, respectively, and $220,000 and $118,800 for Mr. Sean Reilly for 2023 and 2022, respectively, in respect of dividends paid on unvested LTIP Units during the year. For Mr. Kevin P. Reilly, Jr., for 2023, includes $30,354 for personal use of a Company car. The amounts included in the “All Other Compensation” column also include the following perquisites provided to our named executive officers (except as otherwise indicated), which are valued at the Company’s incremental cost, none of which individually exceeded $25,000: (a) personal use of a Company car (except as noted above with respect to Mr. Kevin P. Reilly, Jr.), (b) Company-paid health insurance premiums and medical reimbursements, and (c) personal use of a Company-owned recreational facility by Mr. Sean E. Reilly and Mr. Kevin P. Reilly, Jr. Executives also have access to a country club at which the Company has a membership, but each executive pays all fees related to such personal use, resulting in no additional incremental cost to the Company. |
2023 Summary Compensation Table
The Company’s incremental cost for personal use of the corporate aircraft is based on the incremental cost to the Company calculated based on the variable costs, related to the number of flight hours used, including fuel costs, landing/ramp fees, trip-related maintenance, crew travel expenses, supplies and catering, aircraft accrual expenses per hour of flight, any customs and foreign permit or similar fees. Our fixed costs that do not change based on usage, such as pilot salaries and the cost of maintenance not related to trips are excluded. The incremental cost to the Company for personal use of a Company car is calculated as a portion of the annual lease, mileage and fuel attributable to the personal use.
2023 Summary Compensation Table
| (4) Also includes employer contributions under the Company’s deferred compensation plan of $50,000 for each of Mr. Kevin P. Reilly, Jr., Mr. Sean E. Reilly and Mr. Johnson for 2023, 2022, and 2021. |
2023 Summary Compensation Table
| (5) The ASC Topic 718 value of the LTIP Units that vested based on achievement of performance goals for fiscal 2024, as adjusted by the Compensation Committee based on discretionary factors, which awards were certified as earned by the Compensation Committee on February 21, 2024 was $1,245,310 for Mr. Kevin P. Reilly, Jr., $2,490,620 for Mr. Sean E. Reilly, and $2,193,158 for Mr. Johnson. |
2023 Summary Compensation Table
| (6) The ASC Topic 718 value of the LTIP Units that vested based on achievement of performance goals for fiscal 2022, which awards were certified as earned by the Compensation Committee on February 23, 2023 was $3,893,560 for Mr. Sean E. Reilly and was $1,946,780 for each of Mr. Kevin P. Reilly, Jr. and Mr. Johnson. |
2023 Summary Compensation Table
| (7) The ASC Topic 718 value of the shares actually earned based on achievement of performance goals for fiscal 2021, which awards were certified as earned by the Compensation Committee and issued on February 22, 2022 was $4,833,400 for Mr. Sean E. Reilly and was $2,416,700 for each of Mr. Kevin P. Reilly, Jr. and Mr. Johnson. |
Grants of Plan-Based Awards in Fiscal Year 2023
Grants of Plan-Based Awards in Fiscal Year 2023
Grants of Plan-Based Awards in Fiscal Year 2023
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Kevin P. Reilly, Jr. | 2/24/2023 | 162,500 | 250,000 | 500,000 | | | | | | | 2/23/2023 | | | | 14,300 | 22,000 | 22,000 | 2,241,140 | | Sean E. Reilly | 2/24/2023 | 260,000 | 400,000 | 800,000 | | | | | | | 2/23/2023 | | | | 28,600 | 44,000 | 44,000 | 4,482,280 | | Jay L. Johnson | 3/1/2023 | 195,000 | 300,000 | 600,000 | | | | | | | 2/23/2023 | | | | 14,300 | 22,000 | 22,000 | 2,297,240 |
Grants of Plan-Based Awards in Fiscal Year 2023
| (1) Represents the possible cash bonus that could be earned by achieving defined performance goals, subject to the exercise of discretionary adjustments by the Compensation Committee. Threshold amount assumes minimum attainment of both EBITDA and revenue levels to receive payment, before discretionary adjustments. |
Grants of Plan-Based Awards in Fiscal Year 2023
| (2) These awards constitute LTIP Units that may vest upon achievement of defined performance goals under our 1996 Equity Incentive Plan, subject to the exercise of discretionary adjustments by the Compensation Committee. Threshold amount assumes minimum attainment of both EBITDA and revenue levels to receive payment, before discretionary adjustments. |
Grants of Plan-Based Awards in Fiscal Year 2023
| (3) Reflects the aggregate grant date fair value in accordance with ASC Topic 718 assuming the probable outcome of achievement, which for performance stock awards on the grant date was expected to be 100% of the target equity incentive award amount, rather than the value of the actual award earned on the date when issued to the officer. For the assumptions underlying the valuation of these awards see Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024. |
Outstanding Equity Awards at Fiscal Year-End 2023
Outstanding Equity Awards at Fiscal Year-End 2023
Outstanding Equity Awards at Fiscal Year-End 2023
| Name | Stock Awards | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Kevin P. Reilly, Jr. | 22,000 | 2,338,160 | | Sean E. Reilly | 44,000 | 4,676,320 | | Jay L. Johnson | 22,000 | 2,338,160 |
Outstanding Equity Awards at Fiscal Year-End 2023
| (1) Represents the total number of LTIP Units that were subject to vesting on February 21, 2024. The unvested portions of such awards, as well as an additional number of LTIP Units equal to the value of the dividends paid thereon in 2023, were forfeited by the named executive officers on February 21, 2024. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (2) Dollar amounts are based on the closing price of our Class A Common Stock on December 29, 2024, which was $106.28 per share. |
Option Exercises and Stock Vested in Fiscal Year 2023
Option Exercises and Stock Vested in Fiscal Year 2023
Option Exercises and Stock Vested in Fiscal Year 2023
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Kevin P. Reilly, Jr. | 22,000 | 2,304,060 | | Sean E. Reilly | 44,000 | 4,608,120 | | Jay L. Johnson | 22,000 | 2,304,060 |
Option Exercises and Stock Vested in Fiscal Year 2023
| (1) Calculated as the product of (a) the number of LTIP Units previously granted on July 1, 2022 that vested on February 23, 2023 and (b) the closing price of our Class A Common Stock on the vesting date. |
Non-Qualified Deferred Compensation for Fiscal Year 2023
Non-Qualified Deferred Compensation for Fiscal Year 2023
Non-Qualified Deferred Compensation for Fiscal Year 2023
| Name | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings (Loss) in Last FY ($)(2) | Aggregate Balance at Last FYE ($)(3) | | Kevin P. Reilly, Jr. | 50,000 | 702,032 | 7,344,374 | | Sean E. Reilly | 50,000 | 357,098 | 2,555,313 | | Jay L. Johnson | 50,000 | 36,372 | 229,749 |
Non-Qualified Deferred Compensation for Fiscal Year 2023
| (1) Amounts in this column are included in the “All Other Compensation” column in the 2023 Summary Compensation Table. |
Non-Qualified Deferred Compensation for Fiscal Year 2023
| (2) Amounts in this column are not included in the 2023 Summary Compensation Table because they were not preferential or above market. |
Non-Qualified Deferred Compensation for Fiscal Year 2023
| (3) This column includes amounts in each named executive officer’s total deferred compensation account as of the last day of fiscal 2023, which includes (i) the following total previous contributions reported in each of the Company’s previous proxy statements: Mr. Kevin P. Reilly, Jr., $1,261,500, Mr. Sean E. Reilly, $965,000, and Mr. Johnson, $150,000; and (ii) aggregate earnings on all previously contributed amounts. This column does not include contributions for each officer for the 2023 fiscal year, which were made in January 2023 and reported in the first column. |
Non-Qualified Deferred Compensation for Fiscal Year 2023
The Company sponsors a deferred compensation plan for the benefit of certain of its board-elected officers who meet specific age, years of service and other criteria. Officers that met certain criteria are eligible for annual Company contributions to the plan, depending on the employee’s length of service. The Company’s contributions to the plan are maintained in a rabbi trust. Upon termination, death or disability, participating employees are eligible to receive an amount equal to the fair market value of the assets in the employee’s deferred compensation account either in a lump sum distribution or in twenty percent installments over a five-year period.
Pay Ratio
Pay Ratio Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring public companies to annually disclose the pay ratio between their median employee’s annual total compensation and the total compensation of the principal executive officer. The Company’s principal executive officer is Mr. Sean E. Reilly, its Chief Executive Officer. For 2023:
Pay Ratio
| • | the annual total compensation of the median of all Company employees (other than its Chief Executive Officer) was $59,170. |
Pay Ratio
| • | the annual total compensation of the Company’s Chief Executive Officer, as reported in the Summary Compensation Table on page 29 of this proxy statement, was $6,281,977. |
Pay Ratio
Based on this information, for 2023 the ratio of the annual total compensation of the Company’s Chief Executive Officer to the annual total compensation of our median employee, as required to be reported pursuant to Item 402 of Regulation S-K, was 106.2:1. The median employee was identified using a listing of all employees as of December 31, 2023, and calculating the median amount of total 2023 compensation as it would be reported based on the IRS instructions for Box 5, Medicare wages and tips. Actual amounts reported on Box 5 for 2023 were used for all employees who were employed throughout the entire year. We further annualized pay for those individuals not employed for a full year in 2023. Once we identified our median employee, we calculated such employee’s annual total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the Company’s payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Director Compensation in Fiscal Year 2023
Director Compensation in Fiscal Year 2023 The following table sets forth a summary of the compensation we paid to our non-employee directors during 2023. Mr. Kevin P. Reilly, Jr. receives no additional compensation for Board service.
Director Compensation in Fiscal Year 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | John E. Koerner, III | 72,500 | 95,000 | 167,500 | | Marshall Loeb | 57,500 | 80,000 | 137,500 | | Stephen P. Mumblow | 83,500 | 100,000 | 183,500 | | Thomas V. Reifenheiser | 72,500 | 95,000 | 167,500 | | Anna Reilly | 50,000 | 75,000 | 125,000 | | Wendell Reilly | 50,000 | 75,000 | 125,000 | | Elizabeth Thompson | 53,000 | 80,000 | 133,000 | | Nancy Fletcher | 53,000 | 80,000 | 133,000 |
Director Compensation in Fiscal Year 2023
| (1) Reflects the aggregate grant date fair value recognized for financial statement reporting purposes for fiscal year 2023 in accordance with ASC Topic 718 that relates to the value of the shares awarded upon each director’s election in 2023. For the assumptions underlying the valuation of these awards see Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024. |
Director Compensation in Fiscal Year 2023
For 2023, we paid our non-employee directors annual fees in cash of $50,000, paid monthly. We also reimburse non-employee directors for travel expenses incurred to attend Board and committee meetings and expenses incurred to perform other related responsibilities. Each member of a committee (including the chair of such committee) of the Board of Directors also received an annual committee meeting fee, paid semi-annually in cash, for each committee on which they serve. For each Audit Committee member, the annual fee is $7,500. For each Compensation Committee member and Nominating and Governance Committee member, the annual fee is $3,000. In 2023, the Chairman of the Audit Committee received an additional annual fee of $20,000. In 2023, the Chairman of the Compensation and the Nominating and Governance Committees each received an additional annual fee of $9,000. These fees are paid on a quarterly basis. Each non-employee director automatically receives upon his election or re-election at an annual meeting of stockholders a restricted stock award in shares of the Company’s Class A Common Stock with a fair market value as set forth below (rounded down to the nearest whole share), which fair market value is determined based upon the closing price of the Class A Common Stock on the date of such election, 50% of which is fully vested on the grant date and 50% of which vests on the last day of such director’s one-year term (the business day prior to the Company’s next annual meeting of stockholders) with pro-rated grants upon an election other than at an annual meeting of stockholders whether by action of the Board or the stockholders to fill a vacancy or otherwise.
Director Compensation in Fiscal Year 2023
| Non-Employee Director | Fair Market Value of Restricted Stock Grant | | Non-Committee Members | $75,000 | | Committee Members (not Chair) | $80,000 | | Chair of Compensation Committee | $95,000 | | Chair of Nominating and Governance Committee | $95,000 | | Chair of Audit Committee | $100,000 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.
PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total Compensation for CEO | Compensation Actually Paid to CEO (1) | Average Summary Compensation Table Total Compensation for Other NEOs (2) | Average Compensation Actually Paid to Other NEOs (3) | Company Cumulative TSR (4) | Peer Group Cumulative TSR (4) | Net Income ($ millions) | Company- Selected Performance Measure - Adjusted EBITDA ($ millions) (5) | | 2023 | $6,281,977 | $6,930,537 | $3,117,588 | $3,413,818 | $144.58 | $62.94 | $496,836 | $985,724 | | 2022 | $6,079,394 | $5,835,634 | $2,987,339 | $2,865,459 | $120.86 | $68.45 | $438,647 | $938,079 | | 2021 | $5,934,758 | $3,575,038 | $3,014,134 | $2,894,741 | $146.81 | $102.98 | $388,090 | $827,289 | | 2020 | $3,912,660 | $4,845,020 | $2,385,147 | $2,220,007 | $97.39 | $72.97 | $243,386 | $671,536 |
PAY VERSUS PERFORMANCE
| (1) Represents the amount of “compensation actually paid” (“CAP”) to Mr. Sean E. Reilly, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Sean E. Reilly during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sean Reilly’s total compensation as reported in the Summary Compensation Table (“SCT”) for each year to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| Compensation Element | 2020 | | 2021 | | 2022 | | 2023 | | | Total Comp as Reported in SCT | | 3,912,660 | | 5,934,758 | | 6,079,394 | | 6,281,977 | | Pension/NQDC as Reported in SCT | | — | | — | | — | | — | | Stock Awards as Reported in SCT | ($ | 2,885,960) | ($ | 4,035,240) | ($ | 3,893,560) | ($ | 4,482,280) | | Option Awards as Reported in SCT | | — | | — | | — | | — | | Pension Value for Current Year | | — | | — | | — | | — | | Adjusted Equity Values and Accrued Dividends(a) | | 3,818,320 | | 1,675,520 | | 3,649,800 | | 5,130,840 | | Compensation Actually Paid (CAP) | | 4,845,020 | | 3,575,038 | | 5,835,634 | | 6,930,537 |
PAY VERSUS PERFORMANCE
(a) The amounts deducted or added in calculating the equity award adjustments are as follows:
PAY VERSUS PERFORMANCE
| Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Total Equity Award Adjustments | | 2020 | $3,661,680 | | 156,640 | $3,818,320 | | 2021 | $5,337,200 | ($ | 3,661,680) | $1,675,520 | | 2022 | $4,153,600 | ($ | 503,800) | $3,649,800 | | 2023 | $4,676,320 | | 454,250 | $5,130,840 |
PAY VERSUS PERFORMANCE
| (2) Represents the average of the amounts reported for the Company’s named executive officers, excluding Mr. Sean E. Reilly (“NEOs”), as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Sean E. Reilly) included for purposes of calculating the average amounts in each applicable year are Mr. Kevin P. Reilly, Jr. and Mr. Jay L. Johnson. |
PAY VERSUS PERFORMANCE
| (3) Represents the amount of “compensation actually paid” (“CAP”) to the NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| Compensation Element | 2020 | | 2021 | | 2022 | | 2023 | | | Average Total Comp as Reported in SCT | | 2,385,147 | | 3,014,134 | | 2,987,339 | | 3,117,588 | | Average Pension/NQDC as Reported in SCT | | — | | — | | — | | — | | Average Stock Awards as Reported in SCT | ($ | 1,742,980) | ($ | 2,017,620) | ($ | 1,946,780) | ($ | 2,269,190) | | Average Option Awards as Reported in SCT | | — | | — | | — | | — | | Average Pension Value for Current Year | | — | | — | | — | | — | | Average Adjusted Equity Values and Accrued Dividends(a) | | 1,577,840 | | 1,898,227 | | 1,824,900 | | 2,565,420 | | Compensation Actually Paid (CAP) | | 2,220,007 | | 2,894,741 | | 2,865,459 | | 3,413,818 |
PAY VERSUS PERFORMANCE
(a) The amounts deducted or added in calculating the equity award adjustments are as follows:
PAY VERSUS PERFORMANCE
| Year | Average Year End Fair Value of Equity Awards | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Value of Dividends Paid and not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2020 | $1,830,840 | ($ | 548,878) | ($ | 16,263) | $300,023 | $12,117 | $1,577,840 | | 2021 | $2,668,600 | ($ | 777,104) | | — | — | $6,731 | $1,898,227 | | 2022 | $2,076,800 | ($ | 251,900) | | — | — | — | $1,824,900 | | 2023 | $2,338,160 | | 227,260 | | — | — | — | $2,565,420 |
PAY VERSUS PERFORMANCE
| (4) Reflects the cumulative total stockholder return (“TSR”) of each of the Company and OUTFRONT Media Inc., as the Company’s peer, for the year ended December 31, 2020, the two-years ended December 31, 2021, the three years ended December 31, 2022, and the four years ended December 31, 2023, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. |
PAY VERSUS PERFORMANCE
| (5) Adjusted EBITDA is defined as net income before income tax expense (benefit), interest expense (income), equity in (earnings) loss of investee, loss (gain) on extinguishment of debt and investments, stock-based compensation, depreciation and amortization, loss (gain) on disposition of assets and investments, transaction expenses and capitalized contract fulfillment costs, net. |
Pay Versus Performance Narrative
Pay Versus Performance Narrative The following table identifies the only two financial performance measures used by our Compensation Committee to link the CAP paid to our CEO and other NEOs in 2023.
Pay Versus Performance Narrative
| Financial Performance Measures | | Adjusted EBITDA | | Net Revenue |
Pay Versus Performance Narrative
The following charts reflect how the CAP over the four-year period ended December 31, 2023 aligns to trends in the Company’s TSR, net income and adjusted EBITDA results over the same period. In addition, the chart titled “CAP vs. TSR” reflects that the Company’s TSR over this four-year period tracks the same general trend as the peer group TSR over the same period.