LAMAR ADVERTISING COMPANY CLAS (LAMR)
Sector: Real Estate
2026 Annual Meeting Analysis
LAMAR ADVERTISING COMPANY CLAS · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director and Executive Chairman with deep operational knowledge; the company's 3-year stock return of 82% outpaces the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +66.2 percentage points, well below the 80-point threshold required to trigger an against vote under our policy, so no TSR concern applies; familial relationship flag (brother of CEO Sean Reilly) is noted but he is disclosed as non-independent and does not sit on audit or compensation committees.
Anna Reilly is a sibling of CEO Sean Reilly and Executive Chairman Kevin P. Reilly, Jr., which under our policy is a familial relationship flag; however, she is properly classified as non-independent and does not serve on the audit or compensation committee, so no independence violation is triggered; the TSR test does not fire given the company's strong +66.2pp outperformance versus the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index), well short of the 80pp threshold.
Wendell Reilly is a sibling of CEO Sean Reilly and is properly classified as non-independent; he does not sit on the audit or compensation committee, so no independence violation is triggered; the company's 3-year stock return strongly outperforms the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +66.2pp, well below the 80pp trigger threshold, and his media/private equity experience is directly relevant to Lamar's business.
Independent director with extensive media, banking, and financial expertise who qualifies as an Audit Committee Financial Expert; no overboarding, attendance, or TSR concerns apply given Lamar's strong outperformance versus the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index).
Independent director with deep media and finance expertise; no attendance or overboarding issues disclosed; the TSR underperformance trigger does not apply given the company's +66.2pp outperformance versus the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index), well below the 80pp threshold.
Independent director with corporate finance and capital markets experience; no attendance, overboarding, or TSR concerns; Lamar's strong 82% 3-year return and +66.2pp outperformance versus the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index) means the performance trigger does not apply.
Independent director and active REIT CEO with over 25 years of public REIT experience, directly relevant to Lamar's structure; no attendance or overboarding issues; TSR trigger does not apply given strong company outperformance versus the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index).
Independent director with leadership and community engagement experience relevant to Lamar's local advertising focus; no attendance, overboarding, or TSR concerns; all policy screens pass.
Independent director with unmatched industry expertise as former CEO of the Outdoor Advertising Association of America; no attendance, overboarding, or TSR concerns; all policy screens pass.
Joined the board in May 2025, making him exempt from the TSR trigger under our policy's 24-month new-director exemption; his public policy and urban infrastructure experience is relevant to outdoor advertising; no attendance or overboarding concerns disclosed.
All ten director nominees receive a FOR vote. The company's 3-year price return of 82% outperforms the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +66.2 percentage points, well below the 80pp threshold required to trigger an against vote for strong-positive-TSR companies, so no director fails the TSR screen. Familial relationships among the Reilly siblings are properly disclosed with non-independent classifications, and none of the family members sits on the audit or compensation committee. Mitch Landrieu joined in May 2025 and is exempt from the TSR trigger under the 24-month new-director rule. All other directors are independent with relevant qualifications and no attendance, overboarding, or independence violations.
Say on Pay
✓ FORCEO
Sean E. Reilly
Total Comp
$8,463,353
Prior Support
99%%
CEO Sean Reilly's total reported compensation of $8,463,353 is reasonable for the chief executive of a $15.8 billion market cap specialty REIT, and the pay structure is genuinely performance-linked — the bulk of compensation comes from performance-based equity awards (LTIP Units) and an incentive cash bonus that both paid out below target (at 80% on revenue and 75% on EBITDA, reflecting actual performance), demonstrating that the plan docks pay when goals are not fully met. Variable pay — the equity awards and incentive cash bonus combined — represents roughly 77% of the CEO's total compensation, well above the 50-60% threshold required by our policy, and both components have clear, measurable performance conditions tied to revenue and EBITDA growth. The pay-for-performance alignment check also supports a FOR vote: the company's 3-year stock return of 82% significantly outperforms the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +66.2 percentage points, meaning shareholders have been handsomely rewarded alongside executives; a clawback policy compliant with Dodd-Frank was adopted in October 2023; and the prior say-on-pay vote in 2023 received over 99% support, confirming broad shareholder alignment with the compensation approach.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,351,391
Non-Audit Fees
$69,510
Non-audit fees (audit-related fees of $53,510 plus tax fees of $16,000, totaling $69,510) represent approximately 3% of core audit fees of $2,351,391, well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm fully appropriate for a $15.8 billion market cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire and we default to FOR per policy; no material financial restatements are disclosed.
Actual Vote Results
Meeting held May 14, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Mitch Landrieu | 99.8% | 217.9M | 538,894 | ✓ Elected |
| Nancy Fletcher | 99.6% | 217.6M | 848,543 | ✓ Elected |
| Elizabeth Thompson | 92.6% | 202.3M | 16.1M | ✓ Elected |
| Anna Reilly | 92.4% | 201.9M | 16.5M | ✓ Elected |
| Wendell Reilly | 92.4% | 201.9M | 16.5M | ✓ Elected |
| Kevin P. Reilly, Jr. | 92.3% | 201.6M | 16.8M | ✓ Elected |
| Marshall A. Loeb | 91.4% | 199.7M | 18.7M | ✓ Elected |
| Thomas V. Reifenheiser | 89.9% | 196.3M | 22.2M | ✓ Elected |
| Stephen P. Mumblow | 85.5% | 186.7M | 31.8M | ✓ Elected |
| John E. Koerner, III | 84.9% | 185.5M | 33.0M | ✓ Elected |
Say on Pay
For 214.2M · Against 4.1M · Abstain 163,480
Auditor Ratification
For 224.5M · Against 866,596 · Abstain 52,829
Other Proposals
Proposal 4
Approval of an amendment and restatement of the Company's 1996 Equity Incentive Plan
Proposal 5
Approval of an amendment and restatement of the Company's 2019 Employee Stock Purchase Plan
Overall Assessment
This is a straightforward annual meeting ballot with no contested director elections, no stockholder-submitted proposals, and compensation practices that are genuinely performance-linked and well-aligned with the company's strong stock performance — Lamar's 3-year return of 82% outpaces the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by over 66 percentage points. All three standard proposals — director elections, auditor ratification, and say-on-pay — receive FOR votes under our policy, and the two equity plan proposals fall outside current policy coverage.