Lamar Advertising : 2024 Proxy

LAMAR ADVERTISING COMPANY

5321 Corporate Boulevard

Baton Rouge, Louisiana 70808

[phone]

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 16, 2024

To our Stockholders:

The 2024 Annual Meeting of Stockholders of Lamar Advertising Company, a Delaware corporation (the "Company"), will be held solely by remote communication, in a virtual-only format, at 9:00 a.m. Central Daylight Time on Thursday, May 16, 2024, for the following purposes:

1. To elect nine directors, each for a one-year term.
2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2024 fiscal year.
3. To transact any other business as may properly come before the meeting.

Only stockholders of record at the close of business on March 18, 2024 will be entitled to vote at the meeting.

To be admitted to the virtual-only Annual Meeting, stockholders as of the record date must use the following link: www.virtualshareholdermeeting.com/LAMR2024 and enter the 16-digit control number found on the proxy card or the voting instruction form. By logging into the website, Class A Common Stockholders as of the record date will be able to vote shares electronically on all items to be considered at the Annual Meeting. If a stockholder as of the record date has any question pertaining to the business of the Annual Meeting, it must be submitted in advance of the Annual Meeting by visiting www.proxyvote.com. Questions may be submitted until 10:59 p.m. CDT, on Monday, May 13, 2024. Stockholders must have their proxy cards or voting instruction forms in hand when accessing the website and follow the instructions. To allow us to respond at the Annual Meeting to the maximum number of stockholders, each stockholder will be limited to one question.

We have elected to provide access to our proxy materials over the internet for the holders of our Class A Common Stock under the Securities and Exchange Commission's "notice and access" rules. Detailed information concerning these matters is set forth in the Important Notice Regarding the Availability of Proxy Materials (the "Notice"), which holders of our Class A Common Stock have received in the mail, and in this Notice of Annual Meeting of Stockholders and the attached Proxy Statement.

It is important that your shares be represented at the meeting. Therefore, whether or not you plan to attend the virtual Annual Meeting, please either vote by telephone or internet (if you hold shares of our Class A Common Stock) or, if you received printed proxy materials and wish to vote by mail, please promptly sign and return your proxy card in the enclosed envelope. Please review the instructions on each of your voting options described in the attached Proxy Statement as well as in the Notice you received in the mail. If you attend the virtual Annual Meeting and wish to vote your shares in person, your proxy will not be used.

By order of the Board of Directors,

James R. McIlwain, Secretary

Baton Rouge, Louisiana

April 5, 2024

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PROXY STATEMENT
TABLE OF CONTENTS
_________________________	Page
GENERAL INFORMATION	1
SHARE OWNERSHIP	4
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	7
EXECUTIVE OFFICERS OF THE REGISTRANT	7
PROPOSAL NO. 1: ELECTION OF DIRECTORS	9
BOARD OF DIRECTORS AND COMMITTEES	15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	17
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION	19
PAY VERSUS PERFORMANCE	36
EQUITY COMPENSATION PLAN INFORMATION	40
AUDIT COMMITTEE REPORT	41
PROPOSAL NO. 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	42
ADDITIONAL INFORMATION	44

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LAMAR ADVERTISING COMPANY

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 16, 2024

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Lamar Advertising Company for use at the Annual Meeting of Stockholders to be held solely by remote communication, in a virtual-only format, at 9:00 a.m. Central Daylight Time on Thursday, May 16, 2024, and at any adjournments of the Annual Meeting.

We have elected to distribute our proxy materials for the Annual Meeting to holders of our Class A Common Stock via the internet under the "notice and access" approach permitted by the rules of the Securities and Exchange Commission (the "SEC"). Accordingly, on or about April 5, 2024, we will mail a Notice of Internet Availability of Proxy Materials (the "Notice") to holders of Class A Common Stock that contains instructions on how to access the proxy materials, including this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2023, on the internet. Our annual report to stockholders includes a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 23, 2024, except for certain exhibits. Holders of our Class B Common Stock and Series AA Preferred Stock will receive printed copies of our proxy materials.

If you are a holder of our Class A Common Stock and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

To be admitted to the virtual-only Annual Meeting, stockholders as of the record date must use the following link: www.virtualshareholdermeeting.com/LAMR2024 and enter the 16-digit control number found on the proxy card or the voting instruction form. By logging into the website, Class A Common Stockholders as of the record date will be able to vote shares electronically on all items to be considered at the Annual Meeting. If a stockholder as of the record date has any question pertaining to the business of the Annual Meeting, it must be submitted in advance of the Annual Meeting by visiting www.proxyvote.com. Questions may be submitted until 10:59 p.m. CDT, on Monday, May 13, 2024. Stockholders must have their proxy cards or voting instruction forms in hand when accessing the website and follow the instructions. To allow us to respond at the Annual Meeting to the maximum number of stockholders, each stockholder will be limited to one question.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to Be Held on May 16, 2024

The proxy statement and annual report to security holders are available at https://materials.proxyvote.com/512816.

Record Date, Voting Rights and Outstanding Shares

The Board of Directors has fixed March 18, 2024, as the record date for determining the holders of our capital stock who are entitled to vote at the Annual Meeting.

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We have two classes of common stock and one class of preferred stock issued and outstanding: Class A Common Stock, $0.001 par value per share, Class B Common Stock, $0.001 par value per share, and Series AA Preferred Stock, $0.001 par value per share. We refer to our Class A Common Stock and our Class B Common Stock collectively as our common stock.

With respect to the matters submitted for vote at the Annual Meeting, each share of Class A Common Stock is entitled to one vote, each share of Class B Common Stock is entitled to ten votes, and each share of Series AA Preferred Stock is entitled to one vote.

Our Class A Common Stock, Class B Common Stock and Series AA Preferred Stock will vote as a single class on the matters submitted at the Annual Meeting. On March 18, 2024, there were outstanding and entitled to vote 87,789,531 shares of Class A Common Stock, 14,420,085 shares of Class B Common Stock, and 5,719.49 shares of Series AA Preferred Stock.

The presence at the Annual Meeting, in person or by proxy, of the holders of one-third of the issued and outstanding shares of Class A Common Stock, Class B Common Stock, and Series AA Preferred Stock entitled to vote at the close of business on March 18, 2024 will constitute a quorum for the transaction of business. If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a "broker non-vote." We will count broker non-votes, votes withheld, and abstentions as being present at the Annual Meeting for purposes of determining whether a quorum exists.

Holders of our Class A Common Stock who do not attend the virtual Annual Meeting may vote their shares electronically via the internet or by telephone, or may request printed proxy materials and submit the proxy card enclosed therein by mail. Holders of our Class B Common Stock and Series AA Preferred Stock who do not attend the virtual Annual Meeting may vote their shares by submitting the proxy card enclosed in our printed proxy materials by mail, but may not vote their shares electronically via the internet or by telephone.

Internet and telephone voting are available through 11:59 p.m. Central Daylight Time on May 15, 2024. Proxy cards sent by mail, if received in time for voting and not revoked, will be voted at the Annual Meeting according to the instructions on the proxy cards. If no instructions are indicated, the shares represented by the proxy will be voted:

• FOR the election of the director nominees named herein;
• FOR the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2024 fiscal year; and
• In accordance with the judgment of the proxy holders as to any other matter that may be properly brought before the Annual Meeting or any adjournments of the Annual Meeting.

Shares counted as present at the Annual Meeting that abstain from voting on a particular matter or that are represented by a broker non-vote as to a particular matter will not be considered as votes cast on that matter. Accordingly, abstentions and broker non-votes will not affect the outcome of any matter to be voted on at the Annual Meeting that requires the affirmative vote of a certain percentage or a plurality of the votes cast on a matter to approve it.

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Voting of Proxies

If you hold shares of our Class A Common Stock, please refer to the Notice for instructions regarding how to access our proxy materials and vote your shares electronically via the internet or by telephone. The Notice also contains instructions if you would like to receive a paper copy of our proxy materials and vote by mail. You may also vote at the virtual Annual Meeting. If you hold your shares through a bank, broker or other nominee, it will give you separate instructions for voting your shares.

If you hold shares of our Class B Common Stock or Series AA Preferred Stock, you may vote by mail by submitting the proxy card enclosed in our printed proxy materials.

Revocability of Proxies

Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. You may revoke the proxy by filing an instrument of revocation or a duly executed proxy bearing a later date with our Secretary at our principal executive offices, 5321 Corporate Boulevard, Baton Rouge, Louisiana 70808. You may also revoke your proxy by attending the virtual Annual Meeting and voting through the virtual Annual Meeting platform. If you do not revoke your proxy, we will vote the proxy at the Annual Meeting in accordance with the instructions indicated on your proxy card.

Householding of Annual Meeting Materials

As permitted by the SEC, we have adopted a procedure called "householding" to satisfy the rules regarding delivery of proxy materials. This means that only one copy of our Notice or proxy materials may have been sent to multiple stockholders with the same last name in your household. We will promptly deliver a separate copy of any document to you upon request. Requests may be made by calling Broadridge Financial Solutions, Inc., toll-free in the United States at 1-866-540-7095 or by writing to Broadridge Financial Solutions, Inc. Attn. Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

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SHARE OWNERSHIP

Common Stock

The following table sets forth certain information known to us as of March 18, 2024 with respect to the shares of our Class A Common Stock and Class B Common Stock beneficially owned as of that date by: (i) each of our directors and each of our nominees for director; (ii) each of our executive officers named in the 2023 Summary Compensation Table contained in this proxy statement; (iii) all of our directors and executive officers as a group; and (iv) each person known by us to beneficially own more than 5% of our Class A Common Stock or Class B Common Stock. Our Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis. Except as otherwise indicated, we believe each beneficial owner named below has sole voting and sole investment power with respect to all shares beneficially owned by that holder. Except as otherwise indicated, the address for each stockholder is 5321 Corporate Boulevard, Baton Rouge, Louisiana 70808. Percentage calculations of beneficial ownership are based on 87,789,531 shares of Class A Common Stock and 14,420,085 shares of Class B Common Stock outstanding on March 18, 2024.

		No. of Shares	Percent of
Beneficial Owner	Title of Class	Owned**	Class
Directors, Nominees for Director and Executive
Officers
Kevin P. Reilly, Jr.†	Class A	456,607(2)	*
	Class B(1)	11,362,250(3)(4)	78.79%(5)
Sean E. Reilly	Class A	114,513(6)	*
	Class B(1)	10,557,835(4)(7)	73.22%(8)
Anna Reilly†	Class A	146,714(9)	*
	Class B(1)	10,000,000(4)(10)	69.35%(11)
Wendell Reilly†	Class A	10,900(12)	*
	Class B(1)	9,500,000(3)	65.88%(13)
Jay L. Johnson	Class A	51,800(14)	*
Stephen P. Mumblow†	Class A	7,013(15)	*
Thomas V. Reifenheiser†	Class A	42,670	*
John E. Koerner, III†	Class A	49,178(16)	*
Marshall Loeb†	Class A	4,527	*
Elizabeth Thompson†	Class A	3,717	*
Nancy Fletcher†	Class A	4,825	*
All Current Directors and Executive Officers as a
Group (11 Persons)	Class A & B	15,312,549(17)	14.98%(18)
Five Percent Stockholders
Reilly Family, LLC	Class B(1)	9,000,000	62.41%(19)
The Vanguard Group	Class A	12,640,281(20)	14.40%
100 Vanguard Blvd.

Malvern, PA 19355

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		No. of Shares	Percent of
Beneficial Owner	Title of Class	Owned**	Class
BlackRock, Inc	Class A	8,443,897(21)	9.62%
55 East 52nd Street
New York, NY 10055
FMR LLC	Class A	5,430,995(22)	6.19%
245 Summer Street
Boston, MA 02210

* Less than 1%.

• This column includes LTIP Units or Common Units of the Company's operating partnership, Lamar Advertising Limited Partnership (the "OP") that were vested as of March 18, 2024. LTIP Units of the OP convert into Common Units of the OP upon the occurrence of certain events, and Common Units of the OP are redeemable by the holder for shares of the Company's Class A Common Stock, or for cash at the general partner's option.

† Nominee for director.

1. Upon the sale of any shares of Class B Common Stock to a person other than to a Permitted Transferee, such shares will automatically convert into shares of Class A Common Stock. Permitted Transferees include (i) a descendant of Kevin P. Reilly, Sr.; (ii) a spouse or surviving spouse (even if remarried) of any individual named or described in
   (i) above; (iii) any estate, trust, guardianship, custodianship, curatorship or other fiduciary arrangement for the primary benefit of any one or more of the individuals named or described in (i) and (ii) above; and (iv) any corporation, partnership, limited liability company or other business organization controlled by and substantially all of the interests in which are owned, directly or indirectly, by any one or more of the individuals and entities named or described in (i), (ii), and (iii) above. Except for voting rights, the Class A Common Stock and Class B Common Stock are substantially identical. The holders of Class A Common Stock and Class B Common Stock vote together as a single class (except as may otherwise be required by Delaware law), with the holders of Class A Common Stock entitled to one vote per share and the holders of Class B Common Stock entitled to ten votes per share on all matters on which the holders of common stock are entitled to vote.
2. Includes 33,000 LTIP Units of the OP.
3. Includes 566,211 shares held by Ninemile, L.L.C., of which Kevin P. Reilly, Jr. is the managing member, all of which are pledged as collateral for a loan, and 1,796,039 shares held by Grand Pass, L.L.C., of which Kevin P. Reilly, Jr. is the sole manager. Kevin P. Reilly, Jr. has sole voting power over the shares held by Ninemile, L.L.C. but dispositions of the shares require the approval of 66% of the outstanding membership interests. Kevin P. Reilly, Jr. has sole voting and dispositive power over the shares held by Grand Pass, L.L.C. Kevin P. Reilly, Jr. disclaims beneficial ownership in the shares held by Ninemile, L.L.C. and Grand Pass, L.L.C., except to the extent of his pecuniary interest therein.
4. Includes 9,000,000 shares held by the Reilly Family, LLC (the "RFLLC"), of which Kevin P. Reilly, Jr. is the executive manager. Kevin P. Reilly, Jr.'s three siblings, Anna Reilly (a nominee for director), Sean E. Reilly (our Chief Executive Officer) and Wendell Reilly (a nominee for director) are the other managers of the RFLLC. The executive manager has sole voting power over the shares held by the RFLLC but dispositions of the shares require the approval of managers representing 75% of the limited liability company interests of the RFLLC. Anna Reilly, Sean E. Reilly, and Wendell Reilly disclaim beneficial ownership in the shares held by the RFLLC, except to the extent of their pecuniary interest therein.
5. Represents 11.12% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.
6. Includes 66,000 LTIP Units of the OP.
7. Includes 757,375 shares held by Jennifer and Sean Reilly Family, LLC and 800,460 shares held by SRAA, LLC, of which Sean E. Reilly is the sole manager. Sean E. Reilly has sole voting and dispositive power over the shares held by the Jennifer and Sean Reilly Family, LLC and SRAA, LLC. Sean E. Reilly disclaims beneficial ownership in the shares held by the Jennifer and Sean Reilly Family, LLC and SRAA, LLC, except to the extent of his pecuniary interest therein.
8. Represents 10.33% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.
9. Includes 146,321 shares owned jointly by Anna Reilly and her spouse.

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1. Includes 700,000 shares held by Truckstop Lunch Ladies LLC ("TLL") and 300,000 shares owned jointly by
   Ms. Reilly and her spouse. Ms. Reilly's spouse has sole voting and dispositive power over the shares held by TLL.
2. Represents 9.78% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.
3. Includes 5,000 shares held by his spouse.
4. Represents 9.29% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.
5. Includes 10,000 shares of common stock that are held jointly with his spouse and pledged as collateral for a loan. Includes 41,800 LTIP Units of the OP.
6. Includes 17,000 shares held in a brokerage margin account. The margin balance outstanding, if any, pursuant to such account may vary from time to time.
7. Includes 6,489 shares held in a brokerage margin account. The margin balance outstanding, if any, pursuant to such account may vary from time to time.
8. See Notes 1, 2, 3, 4, 6, 7, 9, 10, 12, 14, 15 and 16.
9. Assumes the conversion of all shares of Class B Common Stock into shares of Class A Common Stock.
10. Represents 8.81% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.
11. As reported in the Schedule 13G/A filed on February 13, 2024 with the SEC for the year ended December 31, 2023, The Vanguard Group has shared voting power with respect to 35,276 shares, sole dispositive power with respect to 12,512,297 shares and shared dispositive power with respect to 127,984 shares.
12. As reported in the Schedule 13G/A filed on January 24, 2024 with the SEC for the year ended December 31, 2023, BlackRock, Inc. has sole voting power with respect to 8,180,458 shares and sole dispositive power with respect to 8,443,897 shares.
13. As reported in the Schedule 13G filed on February 9, 2024 with the SEC for the year ended December 31, 2023, FMR LLC ("FMR") has sole voting power with respect to 5,386,568 shares and sole dispositive power with respect to 5,430,995 shares, and Abigail P. Johnson, as the Director, the Chairman and the Chief Executive Officer of FMR, has sole dispositive power with respect to 5,430,995 shares.

Preferred Stock

The Company also has outstanding 5,719.49 shares of Series AA Preferred Stock. Holders of Series

1. Preferred Stock are entitled to one vote per share. The Series AA Preferred Stock is held as follows: 3,134.8 shares (54.8%) by the RFLLC, of which Kevin P. Reilly, Jr. is the executive manager and Anna Reilly, Sean E. Reilly, and Wendell Reilly are managers; 1,500 shares (26.2%) by Charles W. Lamar III; 784.69 shares (13.7%) by Mary Lee Lamar Dixon; and 300 shares (5.3%) by the Josephine P. Lamar Test. Trust #1. The aggregate outstanding Series AA Preferred Stock represents less than 1% of the capital stock of the Company.

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