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LAMR > SEC Filings for LAMR > Form 8-K on 22-Mar-2013All Recent SEC Filings

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Form 8-K for LAMAR ADVERTISING CO/NEW


22-Mar-2013

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Compensation

On March 20, 2013, the Compensation Committee of the Board of Directors of Lamar Advertising Company (the "Company") set the base salaries and approved both performance-based cash and equity bonus programs and a separate discretionary cash bonus program for the Company's executive officers for fiscal 2013.

The following table sets forth the 2013 base salary for each of the Company's executive officers:

        Executive Officer                               2013 Base Salary
        Kevin P. Reilly, Jr.                            $         700,000
        President, Chairman of the Board of Directors
        Sean E. Reilly                                  $         700,000
        Chief Executive Officer
        Keith A. Istre                                  $         500,000
        Chief Financial Officer and Treasurer

The increase to Mr. Istre's base salary will be effective as of April 1, 2013.

Under the performance-based bonus programs, each of the Company's executive officers has an opportunity to earn a cash bonus and an award of unrestricted shares of the Company's Class A Common Stock (the "Common Stock"). The amount of cash bonus and the number of unrestricted shares of Common Stock earned by each executive officer will be determined according to formulas set by the Compensation Committee at the meeting. The formulas are based upon levels of the Company's pro forma net revenue growth and pro forma EBITDA growth in fiscal 2013 over fiscal 2012. Under the formulas, each executive officer may earn up to a maximum of 200% of his target cash bonus and 100% of his target equity award. Any bonus under these programs will be paid and issued when the Compensation Committee certifies (after the close of fiscal 2013) the extent to which the enumerated performance criteria have been satisfied.

The following table sets forth the 2013 target cash and equity bonuses for each of the Company's executive officers, which assumes 100% achievement of each performance metric:

                                               2013 Target              2013 Target Unrestricted
Executive Officer                              Cash Bonus                     Stock Grant
Kevin P. Reilly, Jr.                          $     250,000 (1)                     44,000 shares
President, Chairman of the Board of
Directors
Sean E. Reilly                                $     400,000 (2)                     44,000 shares
Chief Executive Officer
Keith A. Istre                                $     300,000 (3)                     34,000 shares
Chief Financial Officer and Treasurer

(1) Mr. Kevin P. Reilly, Jr. may earn up to 200% of his target bonus, for a total cash bonus opportunity of up to $500,000, upon the attainment of enumerated performance goals that exceed target under the bonus program.

(2) Mr. Sean E. Reilly may earn up to 200% of his target bonus, for a total cash bonus opportunity of up to $800,000, upon the attainment of enumerated performance goals that exceed target under the bonus program.

(3) Mr. Keith A. Istre may earn up to 200% of his target bonus, for a total cash bonus opportunity of up to $600,000, upon the attainment of enumerated performance goals that exceed target under the bonus program.

In addition, the Compensation Committee also adopted a discretionary bonus program for fiscal 2013. Under this program, the Committee may grant an additional cash bonus to any executive officer in an amount up to 50% of such executive officer's base salary. Such bonus (if any) will be awarded solely at the discretion of the Compensation Committee based on an evaluation of each executive officer's respective 2013 performance.


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