SBA Communications Corp Files Definitive Proxy Statement

Ticker: SBAC · Form: DEF 14A · Filed: Apr 12, 2024 · CIK: 1034054

Sba Communications Corp DEF 14A Filing Summary
FieldDetail
CompanySba Communications Corp (SBAC)
Form TypeDEF 14A
Filed DateApr 12, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$837 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Shareholder Meeting, SBA Communications

TL;DR

<b>SBA Communications Corp has filed its Definitive Proxy Statement for the period ending May 23, 2024.</b>

AI Summary

SBA COMMUNICATIONS CORP (SBAC) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. SBA Communications Corp filed a Definitive Proxy Statement (DEF 14A) on April 12, 2024. The filing covers the period ending May 23, 2024. The company's fiscal year ends on December 31. SBA Communications Corp is incorporated in Florida. The filing includes detailed information on stock and option awards for PEO and Non-PEO members for the years 2020-2022.

Why It Matters

For investors and stakeholders tracking SBA COMMUNICATIONS CORP, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, director nominations, and other matters to be voted on at the upcoming annual meeting. Shareholders should review the details on stock and option awards to understand the compensation structure and potential dilution.

Risk Assessment

Risk Level: low — SBA COMMUNICATIONS CORP shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate financial or operational news.

Analyst Insight

Review the executive compensation details and voting proposals to make informed decisions at the shareholder meeting.

Key Numbers

  • 2024-04-12 — Filing Date (DEF 14A)
  • 2024-05-23 — Period of Report (DEF 14A)
  • 2023-12-31 — Fiscal Year End (Company data)
  • 2020-01-01 to 2022-12-31 — Reporting Period for Stock/Option Awards (Detailed data within the filing)

Key Players & Entities

  • SBA COMMUNICATIONS CORP (company) — Filer name
  • DEF 14A (document) — Filing type
  • 2024-04-12 (date) — Filing date
  • 2024-05-23 (date) — Period of report
  • 2024-04-12 (date) — As of date
  • 0001034054 (company) — Central Index Key
  • FL (location) — State of incorporation
  • BOCA RATON (location) — Business address city

FAQ

When did SBA COMMUNICATIONS CORP file this DEF 14A?

SBA COMMUNICATIONS CORP filed this Proxy Statement (DEF 14A) with the SEC on April 12, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SBA COMMUNICATIONS CORP (SBAC).

Where can I read the original DEF 14A filing from SBA COMMUNICATIONS CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SBA COMMUNICATIONS CORP.

What are the key takeaways from SBA COMMUNICATIONS CORP's DEF 14A?

SBA COMMUNICATIONS CORP filed this DEF 14A on April 12, 2024. Key takeaways: SBA Communications Corp filed a Definitive Proxy Statement (DEF 14A) on April 12, 2024.. The filing covers the period ending May 23, 2024.. The company's fiscal year ends on December 31..

Is SBA COMMUNICATIONS CORP a risky investment based on this filing?

Based on this DEF 14A, SBA COMMUNICATIONS CORP presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures without immediate financial or operational news.

What should investors do after reading SBA COMMUNICATIONS CORP's DEF 14A?

Review the executive compensation details and voting proposals to make informed decisions at the shareholder meeting. The overall sentiment from this filing is neutral.

How does SBA COMMUNICATIONS CORP compare to its industry peers?

SBA Communications Corp operates in the real estate investment trusts sector, specifically focusing on wireless communications infrastructure.

Are there regulatory concerns for SBA COMMUNICATIONS CORP?

As a publicly traded company, SBA Communications Corp is subject to SEC regulations and disclosure requirements, including the filing of proxy statements.

Industry Context

SBA Communications Corp operates in the real estate investment trusts sector, specifically focusing on wireless communications infrastructure.

Regulatory Implications

As a publicly traded company, SBA Communications Corp is subject to SEC regulations and disclosure requirements, including the filing of proxy statements.

What Investors Should Do

  1. Review the detailed breakdown of executive compensation and stock/option awards.
  2. Understand the proposals to be voted on at the upcoming shareholder meeting.
  3. Assess any changes in corporate governance or board composition outlined in the filing.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for annual shareholder meetings and does not represent a change from previous filings of the same type.

Filing Stats: 4,249 words · 17 min read · ~14 pages · Grade level 16.4 · Accepted 2024-04-12 16:29:56

Key Financial Figures

  • $837 million — d operational results. We deployed over $837 million of capital through (i) portfolio expans

Filing Documents

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters TABLE OF CONTENTS PROXY SUMMARY 1 PROPOSAL 1: ELECTION OF DIRECTORS. 9 Nominees for Director 12 Directors Continuing in Office 15 CORPORATE GOVERNANCE 18 Corporate Governance Guidelines 18 Board Leadership Structure 18 Lead Independent Director 19 Board Meetings 19 Board Committees 19 Board Independence 23 Board and Committee Self-Evaluation and Refreshment 24 Executive Succession Planning 25 Risk Management 25

Executive Compensation "No Fault" Recoupment or "Clawback" Policy

Executive Compensation "No Fault" Recoupment or "Clawback" Policy 27 Code of Ethics and Code of Conduct 28 Related Party Transactions, Insider Trading and Anti-Hedging 29 Corporate Responsibility and Sustainability 29 Director Compensation 32 EXECUTIVE OFFICERS 35

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38 Compensation Discussion and Analysis 38

Executive Compensation Tables and Narrative Disclosure

Executive Compensation Tables and Narrative Disclosure 58

SECURITY OWNERSHIP

SECURITY OWNERSHIP 69 PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 71 PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION 75 OTHER COMPENSATION DISCLOSURES 76 Q&A ABOUT VOTING 81 OTHER MATTERS 85 APPENDIX A: GAAP TO NON-GAAP RECONCILIATIONS A-1 SBA Communications Corporation |2024 Proxy Statement i Table of Contents Proxy Summary Proposal 1 Corporate Governance Executive Officers

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters PROXY SUMMARY This summary provides an overview of selected information in this year's Proxy Statement. We encourage you to read the entire Proxy Statement before voting. SBA Communications Corporation 8051 Congress Avenue Boca Raton, Florida 33487 2024 Annual Meeting of Shareholders Date and Time May 23, 2024, at 10:00 AM Eastern Time Location 8051 Congress Avenue Boca Raton, Florida 33487 Record Date March 22, 2024 Voting Each share of SBA Class A common stock outstanding at the close of business on the record date has one vote on each matter that is properly submitted for a vote at the Annual Meeting. Voting Matters Shareholders will be asked to vote on the following matters at the Annual Meeting: 1 Election of Directors The Board of Directors believes that each of the director nominees has the knowledge, experience, skills and background necessary to contribute to an effective and well-functioning Board. FOR each Director Nominee page 9 2 Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the 2024 Fiscal Year The Audit Committee has appointed Ernst & Young LLP to serve as our independent registered public accounting firm for the 2024 fiscal year, and this appointment is being submitted to our shareholders for ratification. The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as our independent auditor is in the best interests of the Company and its shareholders. FOR page 71 3 Advisory Vote on Executive Compensation SBA seeks a non-binding advisory vote from its shareholders to approve the compensation of the named executive officers as disclosed in this proxy statement. The Board values the opinions of our shareholders and will take into consideration the outcome of the advisory vote when considering future executive

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters Building Better Wireless SBA at a Glance SBA Communications Corporation (SBA) is a leading independent owner and operator of wireless communications infrastructure, including towers, buildings, rooftops, distributed antenna systems (DAS) and small cells. Founded in 1989 and headquartered in Boca Raton, Florida, we are listed on NASDAQ under the symbol SBAC and our organization is part of the S&P 500. SBA is also one of the top Real Estate Investment Trusts (REITs) based on market capitalization. Site Leasing We lease antenna space on our multi-tenant towers and other structures to a variety of wireless service providers under long-term lease contracts. Site Development We assist wireless service providers and operators in developing their own networks through site acquisition, zoning, construction and equipment installation. Global Operations Our principal operations and offices are in the United States and we also have operations in Brazil, Canada, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Nicaragua, Panama, Peru, the Philippines, South Africa and Tanzania. WHAT DOES IT TAKE TO BUILD BETTER WIRELESS ? A network of landowners, partners, technicians, climbers, buildings, towers and people all coming together to create solid and dependable connections. It takes a team with a focused passion and a shared vision to build, support and enhance the wireless structure of today and tomorrow. From strategically located towers to exceptional customer service, every part of SBA has been built from the ground up by a dedicated, trusted and experienced company, driven by a steadfast commitment to excellence, respect and a strong work ethic. SBA has Essential Infrastructure for Everyday Connections. 2 SBA Communications Corporation |2024 Proxy Statement Table of Contents Proxy Summary Proposal 1 Corporate Governance

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters 2023 FINANCIAL AND OPERATIONAL HIGHLIGHTS In 2023, SBA continued to deliver strong financial and operational results. We deployed over $837 million of capital through (i) portfolio expansion, with the addition of over 307 towers, (ii) meaningful dividend growth and (iii) opportunistic share repurchases. Highlights include: This performance has contributed to our ability to create significant shareholder value as we delivered 63% Total Shareholder Return, or TSR, for the five years ended December 31, 2023. As the chart below demonstrates, our TSR over that period surpassed the TSR of our large public tower company peer group (approximately 44%) and the FTSE NAREIT All Equity REITs Index (approximately 44%). For more information relating to SBA's financial performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on February 28, 2024. SBA Communications Corporation |2024 Proxy Statement 3 Table of Contents Proxy Summary Proposal 1 Corporate Governance Executive Officers

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters BOARD OF DIRECTORS We believe all of our directors bring to our Board of Directors, or the Board, a wealth of experiences derived from their service in executive and managerial roles, as well as extensive board experience. Our Board has the right mix of experiences and skills, balancing the needs of our current business, global operations and long-term strategy. Background information about our directors can be found beginning on page 12 of this proxy statement. Name & Principal Occupation Age Director Since Independent Committee Memberships Jeffrey A. Stoops Non-Executive Chairman of the Board and Former President & Chief Executive Officer SBA Communications Corporation 65 1999 None Kevin L. Beebe President & Chief Executive Officer 2B Partners, LLC 65 2009 Audit Compensation Steven E. Bernstein Founder SBA Communications Corporation 63 1989 None Laurie Bowen Former Chief Executive Officer Telecom Italia Sparkle Americas 62 2023 Compensation NCG Brendan T. Cavanagh President & Chief Executive Officer SBA Communications Corporation 52 2024 None Mary S. Chan Chief Operating Officer of Nikola Corporation 61 2015 Compensation NCG Jay L. Johnson Chief Financial Officer, Executive Vice President & Treasurer Lamar Advertising Company 47 2022 Audit (Chair) NCG George R. Krouse, Jr. Retired Attorney Simpson Thacher & Bartlett LLP 78 2009 Audit NCG (Chair) Jack Langer Private Investor and Former Managing Director & Global Co-Head of the Media Group Lehman Brothers Inc. 75 2004 Audit Compensation (Chair) Amy E. Wilson General Counsel and Corporate Secretary Dow Inc. 53 2023 Audit NCG * NCG – Nominating and Corporate Governance Committee 4 SBA Communications Corporation |2024 Proxy Statement Table of Contents Proxy Summary Proposal 1

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters Board Composition Below sets forth the diverse skills, experience and perspective that our directors bring to the Board. Additional information, including why our Nominating and Corporate Governance Committee, or NCG Committee, believes that these specific skills, experiences or perspectives are important to an effective SBA Board, can be found on page 10. Board Refreshment Recent Board Change Diversity of Most Recently Added Directors Notable Skills of Most Recently Added Directors Include 3 independent directors have been elected to the Board since 2022 2 directors are female Global Perspective Telecommunications/ Technology 1 director identifies as part of a racial or ethnic minority group Finance/Capital Allocation Experience Public Board/ Corporate Governance SBA Communications Corporation |2024 Proxy Statement 5 Table of Contents Proxy Summary Proposal 1 Corporate Governance Executive Officers

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters Governance Highlights Our Board oversees the development and execution of our strategy. We have robust governance practices and procedures that support our strategy. To maintain and enhance independent oversight, our Board is focused on its composition and effectiveness and has implemented a number of measures for continuous improvement. The measures outlined below align our corporate governance structure with our strategic objectives and enable the Board to effectively communicate and execute our culture of compliance and rigorous risk management. COMPREHENSIVE, INTEGRATED CORPORATE GOVERNANCE > Balanced Board with diversity of skills and experience. > Board refreshment has resulted in three new independent directors since 2022 including two new independent directors in 2023. > Board risk oversight and assessment. > Board conducts annual self-evaluation of the Board, its Committees and each director to determine effective functioning. > Succession planning process for Board members and executives. > All directors, other than our CEO and former-CEO, are independent. > Lead Independent Director ensures independent oversight. > Independent directors regularly meet in executive session with the Lead Independent Director presiding. > Independent Board committees. > Directors and officers are strictly prohibited from hedging any shares beneficially owned. > Directors and officers are subject to robust stock ownership guidelines. > Majority voting standard and director resignation policy in uncontested elections. > Directors and executive officers are prohibited from pledging shares that are subject to the stock ownership requirements. > Policies regarding political contributions and lobbying. > Meaningful proxy access right for shareholders. > Proactive shareholder engagement program. > Strong commitment to corporate responsibility an

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters Overview of Executive Compensation Practices We pay for performance. The core of our executive compensation philosophy is that our executives' pay should be linked to the performance of SBA. Accordingly, our executives' compensation is heavily weighted toward compensation that is performance-based or equity-based. Our long-term incentive award program is responsive to our shareholders. Our long-term incentive awards for our senior executives, which we structured following extensive engagement with our shareholders regarding our executive compensation plan design, are performance-based, and we do not award stock options as part of our executive compensation program. Our long-term equity incentive awards for 2023 were (1) two-thirds in the form of three-year performance-based restricted stock units which are earned equally based on our adjusted funds from operation, or AFFO, growth and our relative TSR performance and (2) one-third in the form of time-based restricted stock units. Shareholder Engagement We believe that shareholder engagement remains a key driver of our continued success. Engage We engage with our shareholders on a regular basis through our active engagement program led by representatives of management and our Board. Through our engagement, we solicit shareholder views on matters including business strategy, corporate governance, executive compensation, sustainability initiatives and other important topics. We have established a variety of communication channels to best accommodate our shareholders, facilitating effective discussions and feedback. During 2023, we reached out to our top 20 shareholders, representing approximately 60% of the common stock outstanding at the time of such request, and held engagement calls with shareholders representing 38% of our outstanding common stock. The primary focus of investors during the 2

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters Evaluate Our Lead Independent Director and/or our Chair of the NCG Committee, participated in substantially all of these meetings. We use this feedback to assist SBA and the Board with matters requiring a broader shareholder perspective. We also listen to the feedback our shareholders provide through the annual say-on-pay advisory votes on our executive compensation. Corporate Responsibility and Sustainability As a leader in wireless communications infrastructure and related solutions, we believe our duties extend beyond the tower site. We are firmly committed to sustainable leadership, benefiting our customers, shareholders, suppliers, employees and the communities in which we operate. We build and operate resilient shared infrastructure for telecommunications networks in developed and emerging markets, enabling increased access to digital technologies with minimal environmental footprint. CORE PILLARS OF OUR STRATEGY GOVERNANCE SOCIAL RESPONSIBILITY ENVIRONMENT COMMUNITIES Conduct business according to the highest ethical and legal standards Promote socially responsible practices across our value chain Mitigate the environmental impact of our operations Create economic value through critical infrastructure investments and local community engagement Our sustainability strategy focuses on enacting business practices that are both responsible and drive long-term shareholder value. We believe this is best achieved by upholding the highest ethical standards while considering our impact on the environment, local communities and the economy. Our sustainability strategy and programs are governed by the Executive Sustainability Committee, comprised of our President and Chief Executive Officer, members of our executive leadership team, and the Sustainability Steering Group, comprised of senior leaders across our business units. In Nov

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters PROPOSAL 1: ELECTION OF DIRECTORS Our Board, upon recommendation of our NCG Committee, has nominated Brendan T. Cavanagh, Mary S. Chan, Jay L. Johnson and George R. Krouse Jr. to be elected to serve as Class I directors of the Board for a three-year term expiring at the 2027 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified. Each of Mr. Cavanagh, Ms. Chan, Mr. Johnson and Mr. Krouse has consented to serve if elected. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES. Balanced Board with Unique Perspectives Our Bylaws permit the Board to set the size of the Board. Our Board has set the size of the Board at ten. For the size and scope of our business and operations, we believe a board of approximately this size is appropriate as it is small enough to allow for effective communication among the members, but large enough so that we get a diverse set of perspectives and experiences in our board room. Our Board is currently divided into three classes. We believe that the classified Board is the most effective way for the Board to be organized because it ensures a greater level of certainty of continuity from year-to-year which provides stability in organization and experience. This continuity and stability is particularly important given the long-term nature of the agreements under which we produce revenue. As a result of the three classes, at each Annual Meeting directors are elected for a three-year term. We are committed to ensuring that our Board is made up of directors who bring to the Board a wealth of leadership experience, diverse viewpoints, knowledge, skills and business experience in the substantive areas that impact our business and align with our strategy. Our NCG Committee regularly reviews the characteristics, skills, background and

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters Board Composition The matrix below sets forth the skills and experience that we have identified as being essential for our Board to provide sound stewardship and the relevance of such skill or experience to our long-term value creation. Our NCG Committee seeks to have a Board with unique and balanced perspectives; consequently, we do not expect or seek for each director to have each skill or experience set forth in the matrix. The skills, experience and background of each of our directors, and the characteristics that our NCG Committee and our Board identified in connection with his or her nomination, is set forth in the director's biography which starts on page 12 of this proxy statement. Key Objectives and Governance Relevance to SBA GLOBAL PERSPECTIVE Given that we operate in 16 countries across four continents, international experience helps our Board understand and anticipate the opportunities and challenges of our business and contributes to a diversity of perspectives in Board decision-making. TELECOM / TECHNOLOGY Directors with technical knowledge, experience in our industry and experience implementing technology strategies provide the Board operational insight and strengthen the Board's expertise in evaluating and managing evolving technologies such as mobile edge computing. SENIOR LEADERSHIP Significant leadership experience, including serving as a C-Suite or division executive, within a complex organization enhances the Board's ability to manage risk and oversee operations. FINANCIAL / ACCOUNTING Strong financial and accounting expertise allows effective oversight and understanding of financial reporting, financing transactions, complex acquisitions and internal controls. INVESTMENT / CAPITAL ALLOCATION Experience with debt/capital market transactions and corporate finance experience assists in evaluating our finan

Executive Compensation

Executive Compensation

Security Ownership

Security Ownership Proposal 2 Proposal 3 Other Compensation Disclosures Q&A About Voting Other Matters We seek to have a Board of independent directors that bring to us a wide range of viewpoints and experiences. As discussed later in this proxy statement, we annually evaluate the independence of each of our directors utilizing the definition of "independent director" in the listing rules of the Nasdaq Stock Market. Our Board consists of independent, unaffiliated directors with a diversity of age, gender and ethnicity and a range of tenure, with our longer-serving directors providing important institutional knowledge and experience and our newer directors bringing fresh perspectives to deliberations. As shown in the Average Tenure chart below, our directors, excluding Mr. Bernstein, who founded SBA, Mr. Stoops, our former – CEO and Mr. Cavanagh, our CEO, have a range of experience and tenure on our Board with an average tenure of 8 years and reflect a diversity of age, gender and ethnicity. As of April 12, 2024, the composition of

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