UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x☒

Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

LAMAR ADVERTISING COMPANY

5321 Corporate Boulevard

Baton Rouge, Louisiana 70808

(225) 926-1000

NOTICE OF 20162022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 26, 201619, 2022

To our Stockholders:

The 20162022 Annual Meeting of Stockholders of Lamar Advertising Company, a Delaware corporation (the “Company”), will be held at the offices of Lamar Advertising Company, 5321 Corporate Boulevard, Baton Rouge, Louisiana,solely by remote communication, in a virtual-only format, at 9:00 a.m. Central Daylight Time on Thursday, May 26, 2016,19, 2022, 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 2022 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 28, 2016,21, 2022 will be entitled to vote at the meeting.

Due to continuing the public health concerns associated with the ongoing coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders and employees, you will not be able to attend the Annual Meeting in person.

To be admitted to the virtual-only Annual Meeting, stockholders as of the record date must use the following link: www.virtualshareholdermeeting.com/LAMR2022 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 Tuesday, May 17, 2022. 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 meeting,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 thisthe 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.

Baton Rouge, Louisiana

April 15, 20168, 2022

PROXY STATEMENT

TABLE OF CONTENTS

i

LAMAR ADVERTISING COMPANY

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 26, 201619, 2022

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 at the offices of Lamar Advertising Company, 5321 Corporate Boulevard, Baton Rouge, Louisiana,solely by remote communication, in a virtual-only format, at 9:00 a.m. Central Daylight Time on Thursday, May 26, 2016,19, 2022, and at any adjournments of the Annual Meeting.

We have elected to distribute our proxy materials for the Annual Meeting to mostholders of our stockholdersClass A Common Stock via the Internetinternet under the “notice and access” approach permitted by the rules of the Securities and Exchange Commission.Commission (the “SEC”). Accordingly, on or about April 15, 2016,8, 2022, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to holders of Class A Common Stock containingthat 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, 2015,2021, 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, 2015,2021, as filed with the Securities and Exchange Commission (the “SEC”)SEC on February 25, 2016,2022, 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.

Due to continuing the public health concerns associated with the ongoing coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders and employees, you will not be able to attend the Annual Meeting in person.

To be admitted to the virtual-only Annual Meeting, stockholders as of the record date must use the following link: www.virtualshareholdermeeting.com/LAMR2022 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 Tuesday, May 17, 2022. 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 26, 201619, 2022

The proxy statement and annual report to security holders are available athttps://materials.proxyvote.com/512816.512816.

Record Date, Voting Rights and Outstanding Shares

The Board of Directors has fixed March 28, 2016,21, 2022, as the record date for determining the holders of our capital stock who are entitled to vote at the Annual Meeting.

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 28, 2016,21, 2022, there were outstanding and entitled to vote 82,170,85287,036,002 shares of Class A Common Stock, 14,610,36514,420,085 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, the Class B Common Stock, and the Series AA Preferred Stock entitled to vote at the close of business on March 28, 2016,21, 2022 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 in person may vote their shares electronically via the Internetinternet 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 in person 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 Internetinternet or by telephone.

Internet and telephone voting are available through 11:59 p.m. Central Daylight Time on May 25, 2016.18, 2022. 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:

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.

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 Internetinternet 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 in person 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. You may also vote in person at the Annual Meeting.

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 in person.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.

SHARE OWNERSHIP

Common Stock

The following table sets forth certain information known to us as of April 1, 2016,March 21, 2022 with respect to the shares of our Class A Common Stock and Class B Common Stock that are 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 20152021 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 82,216,33787,036,002 shares of Class A Common Stock and 14,610,36514,420,085 shares of Class B Common Stock outstanding on April 1, 2016.March 21, 2022.

(13)(12)

Includes 500,000 shares pledged as collateral for a loan.

(14)	Represents 9.81%9.36% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.

(15)(13)

Includes 88,918 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 1, 2016.

(16)	Includes 2,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 1, 2016, and 34,3454,541 shares held in a brokerage margin account. The margin balance outstanding, if any, pursuant to such account may vary from time to time.

(17)(14)

Includes 14,00010,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 1, 2016.March 21, 2022.

(18)(15)

Includes 21,20010,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 1, 2016.March 21, 2022. Also 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.

(19)(16)

Includes 18,000 shares subject to stock options exercisable within 60 days of April 1, 2016.

(20)	See Notes 1, 3, 4, 6, 7,8, 9, 10, 12,11, 13, 14 and 15-19.15.

(21)(17)

Assumes the conversion of all shares of Class B Common Stock into shares of Class A Common Stock.

(22)(18)

Represents 9.29%8.87% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.

(23)(19)

As reported in the Schedule 13G filed on February 16, 2016 with the SEC for the year ended December 31, 2015, as a result of Capital Research and Management Company (“CRMC”) acting as investor adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940, Capital Research Global Investors (“CRGI”) is deemed to be the beneficial owner of 8,046,000 shares over which it has sole voting power and sole dispositive power. CRGI holds more than five percent of the outstanding Class A Common Stock of Lamar Advertising Company as of December 31, 2015 on behalf of Capital World Growth and Income Fund.

(24)	Includes 4,340,000 shares held by Capital World Growth and Income Fund and 3,342,000 shares held by Capital Income Builder. See Notes 25 and 26.

(25)

As reported in the Schedule 13G/A filed on February 12, 2016 with the SEC for the year ended December 31, 2015, as a result of CRMC acting as investor adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940, Capital World Investors (“CWI”) is deemed to be the beneficial owner of 5,253,322 shares over which it has sole voting power and sole dispositive power. CWI holds more than five percent of the outstanding Class A Common Stock of Lamar Advertising Company as of December 31, 2015 on behalf of The Income Fund of America.

(26)

As reported in the Schedule 13G filed on February 16, 2016 with the SEC for the year ended December 31, 2015, Capital World Growth and Income Fund (“WGI”), an investment company registered under the Investment Company Act of 1940, which is advised by CRMC, is the beneficial owner of 4,679,000 shares. CRMC manages equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital World Investors, and Capital International Investors. These divisions generally function separately from each other with respect to investment research activities and they make investment decisions and proxy voting decisions for the investment companies on a separate basis. Under certain circumstances WGI may vote the shares of the fund. These shares may also be reflected in a filing made by Capital Research Global Investors, Capital International Investors, and/or Capital World Investors.

(27)

As reported in the Schedule 13G filed on February 16, 2016 with the SEC for the year ended December 31, 2015, Capital Income Builder (“CIB”), an investment company registered under the Investment Company Act of 1940, which is advised by CRMC, is the beneficial owner of 4,124,700 shares. CRMC manages equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital World Investors, and Capital International Investors. These divisions generally function separately from each other with respect to investment research activities and they make investment decisions and proxy voting decisions for the investment companies on a separate basis. Under certain circumstances CIB may vote the shares of the fund. These shares may also be reflected in a filing made by Capital Research Global Investors, Capital International Investors, and/or Capital World Investors.

(28)

As reported in the Schedule 13G/A filed on February 10, 20162022 with the SEC for the year ended December 31, 2015,2021, The Vanguard Group (“Vanguard”) has sole voting power with respect to 60,465 shares, shared voting power with respect to 3,60050,025 shares, sole dispositive power with respect to 6,271,29112,915,249 shares and shared dispositive power with respect to 59,008. Includes 55,408 shares beneficially owned by Vanguard’s wholly-owned subsidiary Vanguard Fiduciary Trust Company (“VFTC”) as a result of VFTC’s serving as investment manager of collective trust accounts and 8,657 shares beneficially owned by Vanguard’s wholly-owned subsidiary Vanguard Investments Australia, Ltd. (“VIA”) as a result of VIA’s serving as investment manager of Australian investment offerings.127,337 shares.

(29)(20)

As reported in the Schedule 13G/A filed on January 26, 2016February 3, 2022 with the SEC for the year ended December 31, 2015,2021, BlackRock, Inc. has sole voting power with respect to 5,947,9317,635,580 shares and sole dispositive power with respect to 6,270,7227,858,477 shares.

(21)

As reported in the Schedule 13G filed on February 9, 2022 with the SEC for the year ended December 31, 2021, FMR LLC (“FMR”) has sole voting power with respect to 1,547,447 shares and sole dispositive power with respect to 7,421,494 shares, and Abigail P. Johnson, as the Director, the Chairman and the Chief Executive Officer of FMR, has sole dispositive power with respect to 7,421,494 shares.

(22)

As reported in the Schedule 13G filed on February 10, 2022 with the SEC for the year ended December 31, 2021, Janus Henderson Group plc (“Janus Henderson”) has an ownership stake in certain asset management entities, which furnish investment advice to various fund, individual and/or institutional clients (“Managed Portfolios”), including Janus Capital Management LLC (“Janus Capital”). Janus Henderson has shared voting and dispositive power with respect to all such shares.

Preferred Stock

The Company also has outstanding 5,719.49 shares of Series AA Preferred Stock. Holders of Series AA 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 RFLP,RFLLC, of which Kevin P. Reilly, Jr. is the managing general partnerexecutive manager and Anna Reilly, Sean E. Reilly, and Wendell Reilly are the general partners;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.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors, our executive officers and anyone owning beneficially more than ten percent of our registered equity securities are required under Section 16(a) of the Securities Exchange Act of 1934 to file with the SEC reports of their ownership and changes to their ownership of our securities. They must also furnish copies of the reports to us. Based solely on our review of the reports furnished to us and any written representations we received that no other reports were required, we believe that, during the fiscal year ended December 31, 2015,2021, our officers, directors and ten-percent stockholders complied with all Section 16(a) filing requirements applicable to them, except for a Form 4 filed by Mr. Wendell Reilly on January 22, 2016 reporting a transaction that occurred on December 28, 2015.them.

EXECUTIVE OFFICERS OF THE REGISTRANT

Each officer’s term of office extends until the meeting of the Board of Directors following the next annual meetingAnnual Meeting of stockholdersStockholders and until a successor is elected and qualified or until his earlier resignation or removal.

Kevin P. Reilly, Jr. was appointed as Executive Chairman of the Board in February 2020 and has served as our President since February 1989 and 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. Mr. Reilly received a B.A. from Harvard University in 1977.

Sean E. Reilly has served as our Chief Executive Officer since February 2011.2011 and President since February 2020. Prior to becoming Chief Executive Officer, Mr. Reilly had been Chief Operating Officer and President of the Company’s Outdoor Division, a position that he had held since November 2001. He began working with the Company as Vice President of Mergers and Acquisitions in 1987 and served in that capacity until 1994. He also served as a director of the Company from 1989 to 1996 and from 1999 until 2003. Mr. Reilly was the Chief Executive Officer of Wireless One, Inc., a wireless cable television company, from 1994 to 1997, after which he rejoined the Company. Mr. Reilly received a B.A. from Harvard University in 1984 and a J.D. from Harvard Law School in 1989.

Keith A. IstreJay L. Johnson has been Chief Financial Officer, Executive Vice President and Treasurer of the Company since February 1989. Mr. Istre joined the Company as Controller in 1978 and became Treasurer in 1985.October 2019. Prior to joining the Company, Mr. IstreJohnson served as Executive Vice President and Chief Financial Officer of DiamondRock Hospitality Company beginning in April 2018 and as Senior Vice President and Treasurer of Host Hotels & Resorts from 2015 to 2018. Prior to his role as Senior Vice President and Treasurer of Host, Mr. Johnson served from 2010 through 2015 in various roles within the corporate finance/treasury group at Host. Prior to Host, he served in a variety of banking roles at KeyBank Real Estate Capital and Bank of America. Prior to these banking roles, he was employed byin the management consulting practice of Deloitte & Touche LLP, the investment banking group at Prudential

Securities and the industrial markets trading division of Enron Corporation. He currently serves as a public accounting firmmember of the boards of directors at Newell Brands, Inc. (Nasdaq: NWL), a global consumer goods company, and SBA Communications Corp. (Nasdaq: SBAC), a leading owner and operator of wireless communications infrastructure. Mr. Johnson received an M.B.A. from Harvard Business School in Baton Rouge2004 and a B.A. in economics from 1975 to 1978. Mr. Istre graduated from the University of Southwestern LouisianaMorehouse College in 1974 with a degree in Accounting.1998.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Board of Directors has fixed the number of directors at sevennine 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 of Stockholders to be held on May 26, 2016,19, 2022, 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

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

of each of the nominees listed below.

Nominees for Director

The following table contains certain information about the nominees for director as of April 1, 2016,March 21, 2022, including their business experience, qualifications and other directorships. All of the directors’ present terms expire in 2016.2022.

Name and Age		Business Experience During Past Five Years, Other Directorships and Qualifications		Director Since
Thomas V. Reifenheiser Age: 8086		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 is a member of the Board of Directors of Cablevision Systems Corporation, and 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

Board Diversity Matrix (as of March 21, 2022)

The table below highlights the current gender identity and demographic background of the members of the Board of Directors, in compliance with Nasdaq’s Listing Rule 5605. We have excluded categories that are not applicable to our Directors.

Family Relationships

Kevin P. Reilly, Jr., our Executive Chairman of the Board, and President, Sean E. Reilly, our Chief Executive Officer and President, and our directors Anna Reilly and Wendell Reilly are siblings. Kevin P. Reilly, Jr., Anna Reilly and Wendell Reilly are also nominees for director at the Annual Meeting.

BOARD OF DIRECTORS AND COMMITTEES

During the year ended December 31, 2015,2021, our Board of Directors held five meetings. Each of our directors, except for Elizabeth Thompson, attended at least 75% of the aggregate of the total number of meetings of our Board and the total number of meetings of our Board’s committee meetings for the committee(s) on which that director served. The Board has standing Audit, Compensation, and Nominating and Governance Committees. During the year ended December 31, 2015,2021, the Audit Committee held sixseven meetings, the Compensation Committee held fourthree meetings, and the Nominating and Governance Committee held two meetings. We encourage, but do not require, our Board members to attend the Annual Meeting of Stockholders. Last year, all of our directors attended the Annual Meeting of Stockholders.

Leadership Structure.Kevin P. Reilly, Jr. currently serves as our Executive Chairman of the Board, and Sean E. Reilly serves as our Chief Executive Officer.Officer and President. The Board does not have a policy regarding the separation of the roles of Executive Chairman of the Board and Chief Executive Officer, as the Board believes it is in our best interests to make this determination based on an assessment of the current condition of our Company and composition of the Board. The Board has determined that having a member of senior management serve as Executive Chairman of the Board and a separate member of senior management to serve as Chief Executive Officer is in the best interests of our stockholders at this time. This structure makes the best use of management’s extensive knowledge of the Company and our industry, as well as fostering greater communication between management and the Board.

Director Independence.The Board has determined that Messrs. Hamilton, Koerner, Loeb, Mumblow and Reifenheiser and Mss. Thompson and Fletcher are “independent directors” as defined in the Nasdaq Stock Market listing standards, based on information known to the Company and on the annual questionnaire completed by each director.

Meetings in Executive Session.Our independent directors have regularly scheduled meetings at which only independent directors are present. During 2015,2021, the independent directors met in executive session on two occasions.

Risk Oversight.Oversight. As part of its charter, the Board is responsible for monitoring the risks that affect the Company, including operational, legal, regulatory, strategic and reputational risks. As part of routine Board meetings, management presents the Board with updates regarding key facets of the Company’s operations. The Board is responsible for assessing risks based on their working knowledge of the Company and the risks inherent in its business. As discussed below, the Audit Committee is responsible for monitoring the Company’s financial risk.

Audit Committee.Committee. The Audit Committee currently consists of Stephen P. Mumblow (Chair), Thomas V. Reifenheiser, Marshall Loeb and John E. Koerner, III. Our Board of Directors has determined that each member of the Audit Committee satisfies the independence and financial literacy requirements as defined by applicable Nasdaq Stock Market listing standards governing the qualifications of Audit Committee members.Stephen P. Mumblow qualifies as an “audit committee financial expert” under the rules of the SEC and satisfies the financial sophistication requirements under applicable Nasdaq Stock Market listing qualifications. The Audit Committee assists our Board of Directors in fulfilling its responsibility for general oversight over the integrity of our financial statements, including compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function. The Audit Committee is also responsible for the appointment (and when appropriate, replacement) and oversight of our independent

registered public accounting firm and our internal auditor. The Audit Committee operates under a written charter adopted by the Board of Directors. The Board has delegated to the Audit Committee has been delegated by the Board the responsibility of monitoring the Company’s financial risks. Any material financial risks identified by the Audit Committee are reported to the full Board.

Compensation Committee.The Compensation Committee currently consists of Thomas V. Reifenheiser (Chair), John Maxwell Hamilton andE. Koerner, III, Stephen P. Mumblow and Nancy Fletcher, all of whom our Board has determined are independent directors under the listing standards of the Nasdaq Stock Market governing the independence of directors. The Compensation Committee’s responsibilities include evaluating the performance of the Chief Executive Officer and our other executive officers and reviewing and determining such officers’ cash and equity-based compensation and benefits. The Compensation Committee operates under a written charter adopted by the Board of Directors. For additional information regarding the Compensation Committee’s role in setting compensation, delegation of their authority and our use of compensation consultants, please see the Compensation Discussion and Analysis section of this proxy statement, which begins on page 17.19.

Nominating and Governance Committee.The Nominating and Governance Committee currently consists of John E. Koerner, III (Chair), Thomas V. Reifenheiser, John Maxwell Hamilton and Stephen P. Mumblow and Elizabeth Thompson, all of whom our Board has determined are independent directors under the listing standards of the Nasdaq Stock Market governing the independence of directors. The Nominating and Governance Committee’s responsibilities include identifying individuals qualified to become Board members and recommending to the Board the director nominees for the next Annual Meeting of Stockholders, as well as candidates to fill vacancies on the Board. Additionally, the Nominating and Governance Committee recommends to the Board the directors to be appointed to Board committees. The Nominating and Governance Committee also developed and recommended to the Board a set of corporate governance guidelines and oversees the effectiveness of our corporate governance in accordance with those guidelines. The Nominating and Governance Committee operates under a written charter adopted by the Board of Directors.

To assist in identifying director candidates in the future, the Nominating and Governance Committee may engage the services of third party firms. The Nominating and Governance Committee also considers director candidates suggested by members of the Nominating and Governance Committee, other directors, management and stockholders. The process followed by the Nominating and Governance Committee to identify and evaluate director candidates, includes requesting Board members and others to submit recommendations, evaluating biographical information and background materials relating to potential candidates and interviewing (with Board members) selected candidates.

In considering whether to recommend any candidate for inclusion in the Board’s slate of director nominees, the Nominating and Governance Committee will evaluate the candidate against the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including, among others:

The Nominating and Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, and abilities that will allow the Board to fulfill its responsibilities.

The Nominating and Governance Committee and the Board do not have a formal diversity policy. In identifying nominees for director, however, consideration is given to the diversity of professional experience, education and backgrounds among the directors so that a variety of points of view are represented in Board discussions and deliberations concerning our business.

Stockholders may recommend candidates for the Nominating and Governance Committee to consider as potential director nominees by submitting names, biographical information, and background materials to the Nominating and Governance Committee, c/o General Counsel, Lamar Advertising Company, 5321 Corporate Boulevard, Baton Rouge, Louisiana 70808. The Nominating and Governance Committee will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis as further described in the Nominating and Governance Committee’s charter. See “Board of Directors and Committees—Committee Charters” below. Assuming that appropriate biographical and background material is provided for candidates recommended by stockholders, the Nominating and Governance Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria used for candidates submitted by Board members. The Nominating and Governance Committee will also consider whether to nominate any person nominated by a stockholder in accordance with the provisions of the Company’s bylaws relating to stockholder nominations as described in “Deadline for Stockholder Proposals and Director Nominations” below. To date, no stockholder has recommended a candidate for director nominee to the Nominating and Governance Committee or to the Board of Directors.

Committee Charters.You may view copies of the charters of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, as currently in effect, on the corporate governance section of our website, www.lamar.com.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Person Transactions

In 2015,REV Broadband (“REV”), a telecommunications company, is 100% owned by entities owned by members of the Reilly family. Entities owned by Sean E. Reilly, Kevin P. Reilly, Jr., and members of their respective immediate families hold a majority stake in REV of approximately 89%. The RFLLC, which is owned by Sean E. Reilly, Kevin P. Reilly, Jr., Anna Reilly and Wendell Reilly, and entities owned by each of them and members of their respective immediate families, holds the remaining minority stake in REV of approximately 11%. EATELCORP, LLC (“EATEL”), a wholly-owned subsidiary of REV, provides phone and internet services to consumers and businesses in Louisiana. EATEL also provides data back-up and recovery services to businesses. During the year ended December 31, 2021, the Company did not engagewas a customer of EATEL for data back-up and recovery services. The aggregate amount paid by the Company to EATEL for such services since January 1, 2021 was approximately $390,000.

Since January 1, 2021, the Company has been contracted by EATEL to provide advertising services in any reportable related-party transactions.the aggregate amount of approximately $165,000.

Ross L. Reilly is the son of Kevin P. Reilly, Jr., our Executive Chairman of the Board and nominee for director, and the nephew of Sean Reilly, our Chief Executive Officer and President, and our directors and director nominees Wendell and Anna Reilly. Ross is employed as the Vice President of Mergers and Acquisitions and Business Analytics of the Company. In connection with his employment during 2021, Ross’s aggregate compensation, including his base salary, bonus and value of performance stock awards, was approximately $540,000. He is eligible to participate in customary employee benefit programs for his position.

Policy on Related Person Transactions

Related persons include any of our directors or executive officers, certain of our stockholders and their immediate family members. A conflict of interest may occur when an individual’s private interest interferes, or appears to interfere, in any way with the interests of the Company. Our Code of Business Conduct and Ethics requires all directors, officers and employees to disclose to management any situations that may be, or appear to be, a conflict of interest. Once management receives notice of a conflict of interest, they will review and investigate the relevant facts and will then generally consult with our General Counsel and the Audit Committee as appropriate.

Under the Audit Committee’s charter, the Audit Committee is responsible for reviewing and pre-approving any related party transactions. Copies of our Code of Business Conduct and Ethics and of our Audit Committee charter are available on our website at www.lamar.com.

In addition to the reporting requirements under the Code of Business Conduct and Ethics, each year our directors and executive officers complete questionnaires identifying any transactions with us in which the executive officers or directors or any immediate family members have an interest. Any such transactions or other related party transactions are reviewed and brought to the attention of the Audit Committee as appropriate.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Thomas V. Reifenheiser (Chair), John Maxwell Hamilton, andE. Koerner, III, Stephen P. Mumblow.Mumblow and Nancy Fletcher. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Our Compensation Committee has responsibility for establishing, implementing and maintaining the compensation program for our executive officers. For the year ended December 31, 2015,2021, our executive officers consisted of our Chairman of the BoardKevin P. Reilly, Jr., Sean E. Reilly, and President, Chief Executive Officer and Chief Financial Officer, whichJay L. Johnson, who are also referred to herein as the “named executive officers.” This Compensation Discussion and Analysis sets forth the objectives and material elements of the compensation paid to our named executive officers for fiscal 2015.2021.

Executive Compensation Philosophy

The primary objective of our executive compensation program is to retain and reward executive officers who contribute to our long-term success. We believe this requires a competitive compensation structure both as compared to similarly situated companies in the media industry and other companies that are our peers in terms of annual revenues. Additionally, we seek to align a significant portion of executive officer compensation to the achievement of specified Company performance goals. Incentive cash bonuses are included to drive executive performance by having pay at risk so that a significant portion of potential cash compensation is tied to goal achievement. We also include performance-based equity grants as a significant component of prospective executive compensation so that the value of a portion of executive compensation is tied directly to the performance of our Class A Common Stock. In addition, discretionary bonuses may be made to executive officers based upon accomplishments outside the scope of the performance metrics used in the Company’s incentive programs.

Use of Compensation Consultants and Peer Group Data

OurThe Compensation Committee did not consult with any compensation consultants in conjunction with its executive officer compensation determinations for fiscal 2015.2021. 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 2015.2021.

Material Elements of Executive Officer Compensation

The key elements of compensation for our executive officers are base salaries, performance-based cash incentive awards and performance-based equity awards. Executives may also participate, on the same terms as all other employees, in a 401(k) retirement savings plan and health and welfare benefits.

Base Salary. We pay a base salary to each of our named executive officers. The objective of base salary is to provide a fixed component of cash compensation to the executive that reflects the level of responsibility associated with the executive’s position and is competitive with the base compensation the executive could earn in a similar position at comparable companies. Base salary for our named executive officers is reviewed annually in light of market compensation, tenure, individual performance, Company performance and other subjective considerations. Typically, our Chairman of the Board and PresidentKevin P. Reilly, Jr. makes recommendations to the Compensation Committee with regard to base salary for the executive officers that he believes are justified in light of these considerations.

In March 2015,2021, the Compensation Committee reviewed current base salaries in conjunction with our Chairman of the Board and President.Kevin P. Reilly, Jr. The Compensation Committee reviewed the roles and responsibilities of each executive officer and determined that a reduction in the base salary for the President was warranted due to operational changes and shifts in responsibilities among executives. The base salaries of the Chief Executive Officer and the Chief Financial Officer were also reviewed and the Committee determined that no changes were warranted.

Performance-BasedPerformance-Based Incentive Compensation. The Company’s incentive compensation program for executive officers consists of two types of awards that are granted under the Company’s 1996 Equity Incentive Plan, as amended: (i) a performance-based incentive cash bonus and (ii) a performance-based incentive equity award. This compensation program was designed by the Compensation Committee to link a significant portion of overall executive officer compensation to the achievement of enumerated performance targets while maximizing the Company’s ability to deduct named executive officer compensation for tax purposes under Section 162(m) of the Internal Revenue Code (the “Code”).targets. By including a fixed share equity award as a significant portion of executive compensation, the aggregate value of each executive officer’s compensation is dependent on the performance of the Company’s Class A Common Stock.

Incentive Cash Bonus. TheIn March 2021, the Compensation Committee setsset target amounts for incentive cash bonuses for each of the named executive officersKevin P. Reilly, Jr., Sean E. Reilly and Jay L. Johnson with corresponding performance goals. The Compensation Committee reviews those target amounts annually based the executive’s roles and responsibilities, the Company’s performance, and the current economic environment. The Compensation Committee determined that the 20152021 target incentive cash bonus of the Chairman of the BoardKevin P. Reilly, Jr., Sean E. Reilly and President, the Chief Executive Officer, and the Chief Financial Officer,Jay L. Johnson, would remain unchanged at $250,000; $400,000;$250,000, $400,000, and $300,000, respectively. The Compensation Committee then approved the performance goals for 20152021 pursuant to which any payout of incentive cash bonus awards would be based. The Compensation Committee also continued its practice of providing the possibility of higher payouts that provide incentives for superior performance above the 100% targeted levels of achievement, which can result in an incentive cash bonus in an amount that is up to 200% of the target amount.

When setting the performance goals for thethese executive officers’ incentive cash bonuses for fiscal 2015,2021, the Compensation Committee met with management to review current operating budgets and financial projections along with any current initiatives that could impact the Company’s anticipated 20152021 results. The Compensation Committee determined that the Company’s pro forma net revenue growth and pro forma earnings before interest, taxes, depreciation and amortization and adjusted for gain or loss on disposition of assets and investments (referred to in this proxy statement as “EBITDA”) growth continue to be the appropriate measures on which to base incentive compensation as these measures are the primary measures used by both management and the investor community to evaluate the Company’s performance. In light of the expenses that would be incurred in connection with the Company’s conversion to real estate investment trust (“REIT”) status for tax purposes, the Committee determined that these expenses would be excluded when calculating EBITDA growth.

The Compensation Committee’s goal when determining the specific performance thresholds is to set target (100%) goal achievement at a challenging but achievable level based on the 20152021 operating budget in order to provide appropriate incentives for management in the context of the current fiscal year’s projected results and current business plan. To align the Company’s performance and the level of award achievement, the Compensation Committee maintained a 65% threshold for minimum achievement of both cash incentive and equity incentive awards. The 20152021 performance goals for incentive cash bonuses were based on achievement of pro forma revenue growth and pro forma EBITDA growth for fiscal 20152021 over fiscal 20142020 with 50% of the total bonus amount tied to each metric. Tables setting forth the actual performance thresholds for fiscal 20152021 are set forth below on pages 2123 and 22.24.

Following this review, the Compensation Committee certified that (i) the Company’s pro forma net revenue growth resulted in attainment of 95%200% of each such named executive officer’s target cash incentive bonus for fiscal 20152021 based on revenue, and (ii) the Company’s pro forma EBITDA growth resulted in attainment of 150%200% of each such named executive officer’s target cash incentive bonus for fiscal 20152021 based on EBITDA. The total 20152021 cash incentive bonus for each executiveof Kevin P. Reilly, Jr., Sean E. Reilly, and Jay L. Johnson is set forth below and is reflected in the Non-Equity Incentive Plan Compensation column of the 20152021 Summary Compensation Table on page 25 of this proxy statement.Table.

Incentive Cash Bonus

Incentive Equity Awards.The Compensation Committee also determined the target amount of incentive equity awards for each of the named executive officersKevin P. Reilly, Jr., Sean E. Reilly and Jay L. Johnson at its March 20152021 meeting. These target equity award amounts were set at 22,000, 44,000 and 22,000 shares of Class A Common Stock, respectively, for botheach of Kevin P. Reilly, Jr. and, Sean E. Reilly which amounts haveand Jay L. Johnson. The target amount of shares has remained unchanged with respect to Sean E. Reilly since 2006. Keith A. Istre’sWith respect to Kevin P. Reilly, Jr., the target equity incentive awardamount of 34,000 shares was last changed in 2020, when it was reduced from 44,000 shares to 22,000, which the Compensation Committee determined was appropriate in light of Class A Common Stock was alsoSean E. Reilly assuming the role of President of the Company, previously held constant.by Kevin P. Reilly, Jr., in early 2021. With respect to Jay L. Johnson, the target amount of shares remains unchanged since 2020, his first full year as an executive of the Company. The Compensation Committee reaffirmed its belief that fixed sharesshare amounts provided appropriate incentives and alignment with interests of stockholders.

Under the terms of the Company’s incentive equity award program, no shares of stock are issued unless and until the relevant performance goals have been met and certified by the Compensation Committee. Any earned shares are issued as soon as practicable following such certification and are fully vested at the time of issuance. The Compensation Committee feels that the use of stock awards 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 20152021 over fiscal 20142020 used in the context of the incentive cash awards were used to determine the achievement of incentive equity awards, except that the amounts were calculated after giving effect to the payment of executive officer cash incentive bonus awards and excluded REIT-related expenses in 2015. In addition, unlikeawards. Unlike incentive cash awards, there is no opportunity to achieve greater than 100% of the target equity awards.

On that basis, (i) the Company’s pro forma net revenue growth resulted in attainment of 95%100% of each named executive officer’s target incentive equity incentive equity award for 20152021 based on revenue and (ii) the Company’s pro forma EBITDA growth resulted in attainment of 100% of each named executive officer’s target incentive equity award for 20152021 based on EBITDA. The total 20152021 incentive equity awards earned by each executive is set forth below and reflected in the Stock Awards column of the 20152021 Summary Compensation Table on page 25 of this proxy statement (see footnote 1 to the 20152021 Summary Compensation Table, which describes the assumptions underlying the calculation of the aggregate grant date fair value of these awards).

Incentive Equity Awards

The tables that follow set forth the level of pro forma net revenue and pro forma EBITDA growth required for fiscal 20152021 over fiscal 20142020 to achieve the stated percentage of target incentive awards for our named executive officers as set by the Compensation Committee in March 2015.2021. These goals relate to achievement of both incentive cash and incentive equity awards, except that equity awards cannot exceed their target amount irrespective of goal achievement in excess of the 100% level.

20152021 POTENTIAL INCENTIVE AWARDS

Pro Forma Net Revenue Growth⁽¹⁾ – 50%

20152021 POTENTIAL INCENTIVE AWARDS

Pro Forma EBITDA Growth⁽¹⁾ – 50%

Consideration of Prior Stockholder Advisory Vote on Executive Compensation

At the Company’s 20142021 Annual Meeting of Stockholders, over 97%more than 96% of shares present at the meeting for purposes of the proposal were voted to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for that meeting, thus ratifying our compensation philosophy and approach. Our Board of Directors and the Compensation Committee considered this overwhelming support, as well as our past operating performance, in making the determination that the fundamental characteristics of our executive compensation program should remain. The next advisory stockholder vote on executive compensation is scheduledwill occur at the Annual Meeting of Stockholders to be held at the 2017 Annual Meeting of Stockholders.in 2023.

Other Compensation Components

Discretionary Equity Awards. The Company’s incentive compensation program permits the Compensation Committee to grant discretionary equity awards under the Company’s 1996 Equity Incentive Plan, as amended, that are not subject to achievement of performance criteria. The named executive officers did not receive discretionary stock grants in 2021.

Perquisites. We provide certain perquisites to our named executive officers, including use of the Company’s aircraft and a Company car. Our named executive officers are entitled to use our Company aircraft, including for personal travel. These perquisites provide flexibility to the executives and increase travel efficiencies, allowing more productive use of executive time. More detail on these perquisites and other perquisites provided to our named executive officers may be found in the 20152021 Summary Compensation Table.

Deferred Compensation.The Company has a deferred compensation plan for certain officers, including the named executive officers. Under this plan, officers who meet certain years of service and other criteria are eligible to receive Company contributions into their accounts in the Lamar Deferred Compensation Plan. Officers do not have the option of deferring any portion of their earned cash compensation through additional voluntary contributions to the plan.

The deferred compensation plan is not funded by us, and participants have an unsecured contractual commitment from us to pay the amounts due under the deferred compensation plan. When payments under the plan are due, the funds are distributed from our general assets. The Company does not offer preferential earnings on deferred compensation. Deferred compensation is intended as a long-term savings vehicle for our officers in light of the fact that the Company does not offer any traditional pension or defined benefit plan. The Compensation Committee does not consider deferred compensation accounts when setting executive pay levels, since this represents compensation that has previously been earned and individual accounts are a function of personal investment choices and market-based earnings.

Tax Implications

U.S.The Compensation Committee awards compensation to our executive officers as it deems appropriate to meet our overall compensation objectives, even though it may not be fully deductible for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). In general, Section 162(m), prevents publicly held corporations from deducting, for federal income tax law (Section 162(m) of the Code) prohibits publicly-traded companies from taking a tax deduction for certainpurposes, compensation paid in excess of $1,000,000 to certain executives. Historically, this deduction limitation

did not apply, however, to compensation that constitutes “qualified performance-based compensation” within the company’s Chief Executive Officer and three other most highly compensated executive officers (other than the Chief Financial Officer). However, the statute exempts qualifying performance-based compensation from the deduction limit provided certain requirements are met. The Company’s policy is to design its incentive compensation programs to qualify for full corporate deductibility to the extent feasible and consistent with the Company’s overall compensation goals and objectives. However, the Committee may exercise its discretion to pay nondeductible compensation if following the requirementsmeaning of Section 162(m) of the Code wouldand the regulations promulgated thereunder.

For taxable years beginning after December 31, 2017, the exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed by legislation known as the Tax Cuts and Jobs Act, such that compensation paid to our named executive officers that is in excess of $1,000,000 will not be in the interests of stockholders.

Stock options granted under an equity compensation plan are performance-based compensation if (a) stockholders approve a maximum aggregate per person limit on the number of shares that may be granted each year, (b) any stock options are granted by a committee consisting solely of outside directors, and (c) the stock options have an exercise price that is not less than the fair value of common stock on the date of grant. In the case of performance-based incentive cash awards, restricted stock, restricted stock units and unrestricted stock issuable upon achievement of performance goals, Section 162(m) requires that the general business criteria of any performance goals that are established by our Compensation

Committee be approved and periodically reapproved by stockholders (generally, every five years) in order for such awards to be considered performance-based and deductible by the employer. Generally,Company unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 and not modified thereafter. Subject to the performance goals must be established before the beginningoverall compensation objectives of the relevant performance period. Furthermore, satisfactionCompany, the Compensation Committee intends to administer any awards granted prior to November 2, 2017 which qualify as “performance-based compensation” under Section 162(m) of any performance goals during the relevant performance period must be certifiedCode, as amended by the Compensation Committee. Our stockholders-approved 1996 Equity Incentive Plan, as amended, meets the conditions necessary for deductibility of certain performance-based awards issued under the plan, and our Compensation Committee designed the 2015 incentive compensation programAct, in accordance with the intention of satisfying Section 162(m) with respecttransition rules applicable to stock options, incentive stock awards and incentive cash awards granted to covered employees.binding contracts in effect on November 2, 2017.

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.

Compensation Policies and Practices as they Relate to Risk Management

Our management has reviewed its compensation policies and practices in conjunction with ourthe Compensation Committee to determine if these policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. The Company’s basic compensation structure, as described above, includes base salaries, incentive cash bonuses and, for officers of the Company (including certain non-executive officers), incentive equity compensation that primarily consists of annual performance-based equity awards. In light of this review of the compensation structure and its mix of both fixed and variable compensation, the Company concluded that there are no risks arising from our compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on the Company.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement, for the year ended December 31, 2015,2021, for filing with the Securities and Exchange Commission.

By the Compensation Committee,

Thomas V. Reifenheiser (Chair)

John Maxwell Hamilton

Stephen P. Mumblow

20152021 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, 2015.2021.

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.

(6)(7)

The ASC Topic 718 value of the shares actually earned based on achievement of performance goals for fiscal 2014,2019, which awards were certified as earned by the Compensation Committee and issued on (i) February 23, 2015,19, 2020, for Mr. Sean E. Reilly, was $2,301,156$4,084,080 and (ii) March 11, 2020, for each of Mr. Kevin P. Reilly, Jr. and, was $2,927,925.

Grants of Plan-Based Awards in Fiscal Year 20152021

Outstanding Equity Awards at Fiscal Year-End 2015 2021

Option Exercises and Stock Vested in Fiscal Year 20152021

(1) Calculated as the product of (a) the number of shares of Class A Common Stock for which the stock options were exercised and (b) the excess of the closing price of our Class A Common Stock on the NASDAQ Global Select Market on the date of the exercise over the applicable exercise price per share of the stock options.

Non-Qualified Deferred Compensation for Fiscal Year 20152021

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 have attained the age of 30, have a minimum of 10 years of service and satisfy additional eligibility guidelinesmet 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

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 2021:

Based on this information, for 2021 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 90.9:1.

The annual total compensation of the Company’s Chief Executive Officer as reported above is the amount reported in the Summary Compensation Table. As detailed in footnote 1 to the Summary Compensation Table, this amount includes the aggregate grant date fair value of a performance-based stock award assuming the probable outcome of achievement of performance targets, but does not reflect the actual performance-based stock award earned by the Company’s Chief Executive Officer.

The median employee was identified using a listing of all employees as of December 31, 2021, and calculating the median amount of total 2021 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 2021 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 2021. Once we identified our median employee, we calculated such employee’s annual total compensation for 2021 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 20152021

The following table sets forth a summary of the compensation we paid to our non-employee directors during 2015.2021. Mr. Kevin P. Reilly, Jr. receives no additional compensation for Board service.

For 2015,2021, we paid our non-employee directors an annual feefees in cash of $42,000,$50,000, paid monthly. We also reimburse non-employee directors for travel expenses incurred to attend boardBoard and committee meetings and expenses incurred to perform other related responsibilities.

For 2015, we also paid eachEach member of a committee (including the chair of such committee) of the Board of Directors aalso received an annual committee meeting fee, of $1,500paid semi-annually in cash, for each meeting attended. Thecommittee 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 2021, the Chairman of the Audit Committee received an additional annual fee of $12,000 and$20,000. In 2021, the Chairman of the Compensation and the Nominating and Governance Committees each received an additional annual fee of $6,000.$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.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2015,2021, with respect to shares of our Class A Common Stock that may be issued under our existing compensation plans.

(2) Includes shares issuable upon achievement of outstanding performance-based awards under the 1996 Equity Incentive Plan. Does not include purchase rights accruing under the 2019 Employee Stock Purchase Plan, because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.

AUDITCOMMITTEEAUDIT COMMITTEE REPORT

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the year ended December 31, 2015.2021.

The purpose of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee the Company’s accounting and financial reporting, internal controls, and audit functions. The Audit Committee Charter describes in greater detail the full responsibilities of the committee. The Audit Committee is comprised entirely of independent directors as defined by applicable Nasdaq Stock Market listing standards.

Management is responsible for our internal controls and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements and internal control over financial reporting in accordance with the standards established by the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing a report thereon. The Audit Committee’s responsibility is to monitor these processes. The Audit Committee has reviewed and discussed the consolidated financial statements with management and KPMG LLP, our independent registered public accounting firm.

In the course of its oversight of the Company’s financial reporting process, the Audit Committee of the Board of Directors has:

Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2015,2021, for filing with the SEC.

PROPOSAL NO. 2: RATIFICATION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The firm of KPMG LLP, an independent registered public accounting firm, has audited our financial statements for each of the years ending December 31, 2015, 20142021, 2020 and 2013.2019. Our Audit Committee has appointed them to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2022. Representatives of KPMG LLP are expected to attend the virtual Annual Meeting to respond to appropriate questions. Representatives of KPMG LLP will also have the opportunity to make a statement, if they desire.

Detailed disclosure of the audit, audit-related and tax fees we paid to KPMG LLP in 20152021 and 20142020 is set forth below. Based on these disclosures and information in the Audit Committee Report on page 3035 of this proxy statement, our Audit Committee is satisfied that our accountants are sufficiently independent of management to perform their duties properly.

Although not legally required to do so, our Board considers it desirable to seek, and recommends, stockholder ratification of our selection of KPMG LLP as our independent registered public accounting firm for fiscal 2016.2022. If the stockholders fail to ratify our selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its stockholders.

Audit Fees and Services

The fees for services provided by KPMG LLP to the Company in 20152021 and 20142020 were as follows: