PROXY SUMMARY
Our long-term incentive award program is responsive to our shareholders. Our long-term incentive awards, 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. Our long-term equity incentive awards are (1) two-thirds in the form of three-year performance-based restricted stock units which are earned equally based on our AFFO growth and our relative TSR performance against the S&P 500 and (2) one-third in the form of time-based restricted stock units.
Our executive compensation policies align our executives’ interests with those of our shareholders.
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| What We Do | | FORWhat We Do Not Do |
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3. To approve, on an advisory basis, the compensation of our named executive officers, which we refer to as “Say on Pay.”
 | | FORRobust stock ownership guidelines | |  | | Limited perquisites |
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4. To approve SBA’s proxy access bylaw.
 | | FORRobust “no-fault” clawback policy that exceeds Dodd-Frank | | 
| | No acceleration of vesting of equity awards in connection with terminations, absent a change in control |
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5. To vote on a shareholder proposal to amend SBA’s proxy access bylaw to reduce the ownership threshold from 5% to 3% and make other changes, if properly presented at the Annual Meeting.
| | AGAINST“Double trigger” change in control provisions in employment agreements |
We will also consider other business that properly comes before the meeting in accordance with Florida law and our Bylaws.
4 SBA Communications Corporation | 2016 Proxy Statement
QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS
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| No pledging of shares subject to stock ownership requirements | Q: | | | | | | All equity awards include a “Double trigger” in a change in control for acceleration | |
| | No hedging of shares | | | | | | | Reduced severance multiple, or limited severance if retirement eligible, for termination without cause not associated with change in control | |
| | What happens if additional mattersNo tax gross-ups on perquisites or change in control benefits | | | | | | | Annual incentive bonus tied to performance metrics designed to deliver long-term growth and drive shareholder value | |
| | No pension or supplemental retirement plan benefits | | | | | | | 2/3rds of equity awards are presentedperformance-based and vest over or at the Annual Meeting?end of a three-year period; all equity awards have multi-year vesting | |
| | No repricing or buy-outs of stock options without shareholder approval | | | | | | | Compensation Committee composed entirely of independent directors | |
| | No stock options granted below fair market value | | | | | | | Independent compensation consultants, report directly to Compensation Committee and provide no other services to Company | |
| | Equity plan does not permit liberal share recycling | | | | | | | Comprehensive annual assessment of compensation risks | |
| | No liberal change in control definition in equity plan or employment agreements |
A: | Other than | The Board of Directors recommends a vote “FOR” adoption of the itemsresolution approving the compensation of businessour NEOs, as described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Steven E. Bernstein and Jeffrey A. Stoops, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting in accordance with Florida law and our Bylaws. |
Q: | What if I abstain on a proposal?CD&A section. |
SBA Communications Corporation| 2022 Proxy Statement 7
A: | If you sign and return your proxy marked “abstain” on any proposal, your shares will not be voted on that proposal. However, your shares will be counted for purposes of determining whether a quorum is present. | |  | | |
PROPOSAL 1 – ELECTION OF DIRECTORS Q: | What is the required vote for approval of each of the proposals and what is the impact of abstentions? |
A: | A proposal has received a majority of the votes cast if the votes cast “FOR” a proposal exceed the votes cast “AGAINST” a proposal. In addition, we intend to evaluate the advisory and precatory proposals, Proposal 3 and Proposal 5, using the same standard. Consequently, abstentions will have no impact on the results, as they are not counted as votes cast. |
Balanced Board with Unique Perspectives SBA has delivered TSR of 283% over the past five years, significantly surpassing the TSR of 133% delivered by the S&P 500 over that same period and we believe that the sound stewardship of our Board has played an integral role in our ability to achieve this success. 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 Nominating and Corporate Governance Committee (the “NCG Committee”) regularly reviews the characteristics, skills, background and expertise of the Board as a whole and its individual members to assess those traits against the developing needs of the Board and SBA. SBA is committed to seeking diversity and balance among directors of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise. As the fundamentals of the wireless network ecosystem continue to evolve, SBA has continued to pursue ways to adapt and prosper from the ever-changing landscape and our NCG Committee has sought to expand the perspectives of our Board to provide us guidance and insight on this evolution. As part of our ongoing board refreshment efforts, we have added three new directors since 2015. In conducting each of these director searches, our NCG Committee considered the leadership, technical skills and operational experience that we believed would address the Board’s then current needs. For each of these searches, we utilized the services of a professional recruiter who was instructed to conduct an extensive search to (1) identify candidates with the leadership, skills and experience targeted by the NCG Committee from, among other areas, the traditional corporate environment (including different stakeholders in the telecommunications and/or wireless industry), government, academia, private enterprise, non-profit organizations, and professions such as accounting, finance, marketing, human resources, and legal services and (2) ensure that the pool of candidates included diverse candidates with a particular focus on race and gender diversity. We believe that this board refreshment process has successfully allowed us to identify candidates who bring valuable viewpoints, backgrounds, skills, experience, and expertise, while also expanding the racial and gender diversity of our Board. Our three most recent additions to the Board – Ms. Chan in 2015, Ms. Russo in 2020 and Mr. Johnson in 2022 – are illustrative of that effort. Ms. Chan brought to the Board her leadership experience in the development and execution of General Motors’ launch of 4G LTE connectivity across its global portfolio of vehicle brands. Ms. Russo brought to the Board the leadership and vision of how technology can further strengthen the company’s business and identify additional opportunities as we began to explore the opportunities presented by the intersection of the wireless ecosystem and the data center, cloud and data sectors. Finally, our most recent addition, Mr. Johnson, brings to our Board his extensive experience in serving in senior finance roles at multiple REITs, including currently as Chief Financial Officer of Lamar Advertising Company, a leading outdoor advertising company REIT. The matrix below sets forth the collective 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 nor 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. 8 SBA Communications Corporation| 2022 Proxy Statement
PROPOSAL 1 – ELECTION OF DIRECTORS > BOARD QUALIFICATIONS AND SKILLS The table below sets forth, for our director nominees and our continuing directors as a group, the diverse skills, experience and perspective that they bring to our Board and why our NCG Committee believes that the specific skill, experience or perspective is important to an effective SBA Board. | | | | | | | | | Proposal
| | Votes Required for Approval SKILLS/EXPERIENCE/PERSPECTIVE | | RELEVANCE TO SBA | Abstentions | DIRECTORS | | | | | | 1. Election
| | GLOBAL PERSPECTIVE | | Given that we operate in 15 countries across four continents, international experience helps our Board understand and anticipate the opportunities and challenges of Directorsour business and contributes to a diversity of perspectives in Board decision-making. | | | Majority of votes cast | | | | No impact89% | | | | | | 2. Ratification of EY
| | WIRELESS/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 Auditorsmobile edge computing. | | | Majority of votes cast | | | | No impact56% | | | | | | 3. Advisory vote on
| | SENIOR LEADERSHIP | | Significant leadership experience, including serving as a C-Suite or division executive, compensationwithin a complex organization enhances the Board’s ability to manage risk and oversee operations. | | | Majority of votes cast | | | | No impact100% | | | | | | 4. Approval
| | FINANCIAL/ACCOUNTING | | Directors with strong financial and accounting backgrounds allow effective oversight and understanding of SBA’s proxy access bylawfinancial reporting, financing transactions, complex acquisitions and internal controls. | | | Majority of votes cast | | | | No impact78% | | | | | | 5. Shareholder proposal to amend SBA’s proxy access bylaw
 | | INVESTMENT/CAPITAL
ALLOCATION | | Directors with experience with debt/capital market transactions and corporate finance experience assist in evaluating our financial vision and capital allocation strategy. | | | Majority78% | | | | | |  | | PUBLIC COMPANY
BOARD/ CORPORATE
GOVERNANCE | | Prior public company board and corporate governance experience supports our goals of votes caststrong Board and management accountability, transparency, effective oversight and good governance. | | | | No impact100% | |
| | | |  | | Q:RISK MANAGEMENT/
COMPLIANCE | What is | Skills and experience in assessment and management of business and financial risk factors allow the effect ofBoard to effectively oversee risk management and assist SBA in managing the advisory vote on Proposal 3?risks that it encounters. | | | 67% | |
A: | Although the Say on Pay advisory vote on Proposal 3 is non-binding, our Board and its Compensation Committee will annually review the results of the vote and take them into account in making determinations concerning executive compensation. | | |
 | | Q:MERGERS AND
ACQUISITIONS/
STRATEGIC INVESTMENTS | Why do we have two proposals related to proxy access? |
A: | Proposal 4 is SBA’s proposal to approve its proxy access bylaw and Proposal 5As portfolio growth is a shareholder proposal regarding proxy access. Proposal 5 is a precatory proposal, which means that it is requesting thatvital element in SBA’s long-term growth strategy, experience in evaluating and implementing M&A and strategic investments furthers the Board’s management and oversight of these transactions. | | | 100% | | | | | |  | | OPERATIONAL/ HUMAN
RESOURCES | | Directors with operational and human capital experience provide the Board present a proxy access bylaw for shareholder approval. While Proposal 5, if properly presented, asks shareholders to vote on resolutions included in the shareholder proposal to amend SBA’s proxy access bylaw, such resolutions constitute a recommendation to the Board.insight into effective recruitment, retention and succession planning. | | | 89% | |
SBA Communications Corporation | 20162022 Proxy Statement 59
QUESTIONSPROPOSAL 1 – ELECTION OF DIRECTORS > BOARD QUALIFICATIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERSSKILLS
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. Our director nominees and continuing directors, excluding Mr. Bernstein, who founded SBA, and Mr. Stoops, our CEO, have a range of experience and tenure on our Board with an average tenure of 9 years. As of March 28, 2022, the composition of our Board was as follows: If our proposal to approve SBA’s proxy access bylaw is approved by shareholders, then no further amendments may be made to the bylaw without further shareholder action. The full text of SBA’s proxy access bylaw is set forth in Exhibit B of this proxy statement.
Proposal 5 is substantially the same as a proposal previously submitted by the same proponent in connection with the 2015 Annual Meeting, which our shareholders considered and rejected at the same meeting just one year ago.
We have already implemented proxy access with the thresholds and protections approved by our shareholders at our 2015 Annual Meeting that provide meaningful proxy access rights to our shareholders. Our proxy access bylaw gives a shareholder, or a group of up to 10 shareholders, who held in the aggregate at least 5% of our common stock for 3 years the right to nominate up to 20% of our Board. This proxy access right was carefully tailored to SBA’s shareholder base and long-term corporate strategy with input from a significant percentage of our shareholders. Our Board believes that shareholders should have the opportunity to again consider alternative proposals related to proxy access, and is therefore presenting for shareholder vote both its own proposal for approval of SBA’s proxy access bylaw, which was adopted in response to the proxy access proposal approved by our shareholders at the 2015 Annual Meeting, and the new shareholder proposal for proxy access. The proposals include different standards regarding the appropriate qualifications for shareholders to use proxy access, the number of directors who may be nominated, and other important matters.
Q: | What if I sign and return my proxy without making any selections? |
A: | If you sign and return your proxy without making any selections, your shares will be voted “FOR” Proposals 1, 2, 3 and 4 and “AGAINST” Proposal 5. If other matters properly come before the meeting, Steven E. Bernstein and Jeffrey A. Stoops will have the authority to vote on those matters for you at their discretion. As of the date of this proxy, we are not aware of any matters that will come before the meeting other than those disclosed in this proxy statement. |
Q: | What if I am a beneficial shareholder and I do not give the nominee voting instructions? |
A: | If you are a beneficial shareholder and your shares are held in the name of a broker, the broker is bound by the rules of the New York Stock Exchange regarding whether or not it can exercise discretionary voting power for any particular proposal if the broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions on certain “routine” matters. A broker non-vote occurs when a nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the shares. Broker non-votes are included in the calculation of the number of votes considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as votes cast with respect to a matter on which the nominee has expressly not voted. |
| | | | | | | | | | Board Diversity Matrix (As of March 28, 2022) | | | | Total Number of Directors | | | 9 | | | | | | | | Female | | | Male | | | | | Gender Identity | | | | | | | | | | | | Directors | | | 2 | | | | 7 | | | | | Demographic Background | | | | | | | | | | | | African American or Black | | | — | | | | 1 | | | | | Asian | | | 1 | | | | — | | | | | White | | | 1 | | | | 6 | |
6 SBA Communications Corporation | 2016 Proxy Statement
QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS
The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions and if not, the impact of such broker non-vote on the approval of the proposal.
| | | | | Proposal
| | Can Brokers Vote
Absent Instructions? | | Impact of
Broker Non-Vote | | | | 1. Election of Directors
| | No | | None | | | | 2. Ratification of EY as Auditors
| | Yes | | None | | | | 3. Advisory vote on executive compensation
| | No | | None | | | | 4. Approval of SBA’s proxy access bylaw
| | No | | None | | | | 5. Shareholder proposal to amend SBA’s proxy access bylaw
| | No | | None |
Q: | Can I change my vote after I have delivered my proxy? |
A: | Yes. You may revoke your proxy at any time before its exercise. You may also revoke your proxy by voting in person at the Annual Meeting. If you are a beneficial shareholder, you must contact your nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the meeting. |
Q: | Who can attend the Annual Meeting? |
A: | Only shareholders and our invited guests are invited to attend the Annual Meeting. To gain admittance, you must bring a form of personal identification to the meeting, where your name will be verified against our shareholder list. If a broker or other nominee holds your shares and you plan to attend the meeting, you should bring a recent brokerage statement showing your ownership of the shares as of the record date, a letter from the broker confirming such ownership, and a form of personal identification. |
Q: | If I plan to attend the Annual Meeting, should I still vote by proxy? |
A: | Yes. Casting your vote in advance does not affect your right to attend the Annual Meeting. |
If you vote in advance and also attend the meeting, you do not need to vote again at the meeting unless you want to change your vote. Written ballots will be available at the meeting for shareholders of record.
Beneficial shareholders who wish to vote in person must request a legal proxy from the broker or other nominee and bring that legal proxy to the Annual Meeting.
Q: | Where can I find voting results of the Annual Meeting? |
A: | We will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form 8-K filed within four business days after the Annual Meeting. |
10 SBA Communications Corporation | 20162022 Proxy Statement 7
QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS
Q: | Who should I call with other questions? |
A: | If you have additional questions about this proxy statement or the meeting or would like additional copies of this proxy statement or our annual report, please contact: SBA Communications Corporation, 8051 Congress Avenue, Boca Raton, Florida 33487, Attention: Investor Relations, Telephone: (561) 995-7670. |
8 SBA Communications Corporation | 2016 Proxy Statement
PROPOSAL 1 – ELECTION OF DIRECTORS > DIRECTORS AND DIRECTOR NOMINEES IntroductionOur Directors and Directors Nominees
Our Board, upon recommendation of our NCG Committee, has nominated Kevin L. Beebe, Jack Langer and Jeffrey A. Stoops, each a current Class II director, to be elected to serve as a member of the Board for a three-year term expiring at the 2025 Annual Meeting of Shareholders or until his successor is duly elected and qualified, and has nominated Jay L. Johnson, a current Class I director, to be elected to serve as a member of the Board for a term expiring at the 2024 Annual Meeting of Shareholders or until his successor is duly elected and qualified. Each of Messrs. Beebe, Johnson, Langer and Stoops has consented to serve if elected. Our Bylaws permit the Board of Directors to set the size of the Board. OurDuring 2021, our Board of Directors currently consistshad eight directors. However, concurrently with the appointment of Mr. Johnson as a Class I director, as described below, the Board size was expanded and returned to its historical level of nine directors effective March 28, 2022, eight directors.of whom are independent. 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 aroundin our board room. Our Board of Directors appointed Mr. Johnson as a Class I director effective March 28, 2022. The Board was expanded from eight to nine directors effective upon his appointment. The NCG Committee has recommended that Mr. Johnson be nominated for re-election at the Annual Meeting, in accordance with Florida law, and, if re-elected, will serve as a Class I director, with a term expiring at the 2024 Annual Meeting. Our Board of Directors 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. Class terms expire on a rolling basis, so that one class of directors is elected each year. Our Board, current directors and classifications are as follows: | | | | | | | | | Class I | | Class II | | Class III | Brian C. Carr
| | | | Mary S. Chan | | Kevin L. Beebe | | Steven E. Bernstein | Mary S. Chan
| | | | George R. Krouse, Jr. | | Jack Langer | | Duncan H. Cocroft | George R. Krouse, Jr.
| | | | Jay L. Johnson* | | Jeffrey A. Stoops | | Fidelma Russo |
The terms of the three current Class II directors expire* Mr. Johnson has been nominated for election at the 2016 Annual Meeting of Shareholders. The Nominating and, Corporate Governance Committee (“NCG Committee”) has recommended that Kevin L. Beebe, Jack Langer and Jeffrey A. Stoops, eachif re-elected, will serve as a current Class III director, be nominated for re-election forwith a three-year term expiring at the 20192024 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Each of Messrs. Beebe, Langer and Stoops has consented to serve if elected.as a current Class I director.
Our Bylaws provide that, in uncontested elections, directors will be elected by a majority of the votes cast, and in contested elections, directors will be elected by a plurality of the votes cast. Our Bylaws further provide that a director who is not elected by a majority of the votes cast in an uncontested election must tender his or her resignation to the Board of Directors. The Board of Directors, taking into consideration the recommendation of the NCG Committee, will then decide whether to accept or reject the resignation, or whether other action should be taken. WeAs discussed above, we believe that each of our directors possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to SBA’s success. Our directors were nominated because each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with SBA’s image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors as a group complement each other and each of their respective experiences, skills and qualities so that collectively the Board operates in an effective, collegial and responsive manner. Each director’s principal occupation and other pertinent information about particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director, appears on the following pages.
SBA Communications Corporation | 20162022 Proxy Statement 911
PROPOSAL 1 – ELECTION OF DIRECTORS> NOMINEES FOR DIRECTOR Nominees Forfor Director Class II DirectorsI Director For Terms that Expire at the 2019 Annual Meeting
| | | | | Jay L. Johnson Director since: 2022 Independent Age: 45 Committees: • Audit | | Mr. Johnson has served as the Chief Financial Officer, Executive Vice President and Treasurer of Lamar Advertising Company, a leading outdoor advertising company, since October 2019. Prior to joining Lamar Advertising Company, Mr. Johnson served as Executive Vice President and Chief Financial Officer of DiamondRock Hospitality Company, a self-advised real estate investment trust with a portfolio of hotels and resorts, from April 2018 until August 2019, and as Senior Vice President and Treasurer of Host Hotels & Resorts, Inc. (“Host”), a major lodging real estate investment trust and owner of luxury hotels, from April 2015 to March 2018. Prior to his role as Senior Vice President and Treasurer of Host, Mr. Johnson served from 2010 through 2015 in various roles within Host’s corporate finance and treasury group. Prior to joining Host, Mr. Johnson served in various positions at KeyBank Real Estate Capital and at Bank of America. Prior to those roles in banking, he worked with the management consulting practice of Deloitte & Touche LLP and in the investment banking group at Prudential Securities and the industrial markets trading division of Enron Corporation. Mr. Johnson also serves as a member of the board of directors at Newell Brands, Inc., a global consumer goods company. | Qualifications. The Board nominated Mr. Johnson to serve as a director of the Board because of his executive financial and management experience, financial expertise, and his extensive experience in real estate, REITs and financial services. |
Class II Directors Terms Expire at the 2022 Annual Meeting | | | | | Kevin L. Beebe Director Since:since: 2009 Independent Age: 5763 Committees: • Audit • Nominating and Corporate GovernanceCompensation | | Since November 2007, Mr. Beebe has been President and Chief Executive Officer of 2BPartners, LLC, a partnership that provides strategic, financial and operational advice to investors and management. Previously he was Group President of Operations at ALLTEL Corporation, a telecommunications services company, from 1998 to 2007. From 1996 to 1998, Mr. Beebe served as Executive Vice President of Operations for 360° Communications Co., a wireless communications company. Mr. Beebe also serves on the BoardBoards of Directors of Skyworks Solutions, Inc., a semiconductor company, and on the Board of Directors of NII Holdings, Inc.,Frontier Communications Corporation, a wireless service provider.communications company. In addition, Mr. Beebe is a founding partner in Astra Capital, a private equity firm. | Qualifications. The Board nominated Mr. Beebe to serve as a director of the Board because of his executive and management experience, and in particular his extensive experience in telecommunications and technology. |
12 SBA Communications Corporation| 2022 Proxy Statement
Qualifications.PROPOSAL 1 – ELECTION OF DIRECTORS > NOMINEES FOR DIRECTOR The Board nominated Mr. Beebe to serve as a director of the Board because of his executive and management experience, and in particular his extensive experience in telecommunications.
| | | | | Jack Langer Director since:2004 Independent Age:6773 Committees: • Compensation (Chair) • Nominating and Corporate Governance • Compensation (Chair)
Lead Independent Director | | Mr. Langer is a private investor. From April 1997 to December 2002, Mr. Langer served as Managing Director and the Global Co-Head of the Media Group at Lehman Brothers Inc. From 1995 to 1997, Mr. Langer served as the Managing Director and Head of Media Group at Bankers Trust & Company. From 1990 to 1994, Mr. Langer served as Managing Director and Head of Media Group at Kidder Peabody & Company, Inc. Mr. Langer previously served on the Board of Directors of CKX, Inc., a publicly traded company engaged in the ownership, development and commercial utilization of entertainment content. |
Qualifications. The Board nominated Mr. Langer to serve as a director of the Board because of his management and advisory experience with national and global companies as well as his vast experience in investment banking, including his experience in raising capital for companies and mergers and acquisitions. | | | Jeffrey A. Stoops Director since:1999 President, Chief Executive Officer and Director Age:5763 | | Mr. Stoops joined SBA in April 1997 and has served as a director of SBA since August 1999. Mr. Stoops was appointed Chief Executive Officer effective as of January 2002, President in April 2000, and previously served as our Chief Financial Officer. Mr. Stoops has served on the Board of Directors of Custom Truck One Source, Inc., a specialty equipment company, from July 2019 to June 2021. |
| Qualifications. The Board nominated Mr. Stoops to serve as a director of the Board because of his current and prior senior executive and financial management experience at SBA, his operational knowledge and experience at SBA and his business and competitive knowledge of the wireless infrastructure industry. | Recommendation of the Board because of his current and prior senior executive and financial management experience at SBA, his operational knowledge and experience at SBA and his business and competitive knowledgeDirectors The Board of Directors recommends a vote “FOR” each of the wireless industry.director nominees 10SBA Communications Corporation| 20162022 Proxy Statement 13
PROPOSAL 1 – ELECTION OF DIRECTORS > DIRECTORS CONTINUING IN OFFICE Directors Continuing in Office Class III Directors Terms Expire at the 20172023 Annual Meeting | | | | | Steven E. Bernstein Director since:1989 ChairIndependent
Age:5561 Chair | | Mr. Bernstein, our founder, has served as our Chair since our inception in 1989 and was our Chief Executive Officer from 1989 to 2001. Mr. Bernstein is also involved in a number of personal commercial real estate investments. Mr. Bernstein has a Bachelor of Science in Business Administration with a major in Real Estate from the University of Florida. Mr. Bernstein is alsowas previously a visiting professor at Lynn University, and serves on the boards of various local charities. |
Qualifications. The Board nominated Mr. Bernstein to serve as a director of the Board because of his extensive senior management and operational experience in the wireless communications industry, including as the founder and first President and Chief Executive Officer of SBA. | | | Duncan H. Cocroft Director since:2004 Independent Age:7278 Committees: • Audit (Chair) • Compensation | | Mr. Cocroft is a private investor who retired in March 2004 from Cendant Corporation, a provider of consumer and business services primarily in the travel and real estate services industries. Mr. Cocroft was Executive Vice President – Finance and Treasurer of Cendant and Executive Vice President and Chief Financial Officer of PHH Corporation, Cendant’s wholly-owned finance subsidiary. Prior to joining Cendant in June 1999, Mr. Cocroft served as Senior Vice President, Chief Administrative Officer and Principal Financial Officer of Kos Pharmaceuticals, where he was responsible for finance, information systems and human resources. His other prior senior management positions include Vice President – Finance and Chief Financial Officer of International Multifoods, an operator of food manufacturing businesses in the U.S. and Canada, and Vice President and Treasurer of Smithkline Beckman, a pharmaceutical company. Mr. Cocroft also serves on the Board of Directors of Visteon Corporation, a global automotive supplier company. |
QualificationsQualifications.. The Board nominated Mr. Cocroft to serve as a director of the Board because of his past experience as a Chief Financial Officer and other financial oversight positions at large, global public companies, as well as other senior management experience including responsibility for information systems and human resources. | 14 SBA Communications Corporation| 2022 Proxy Statement
PROPOSAL 1 – ELECTION OF DIRECTORS > DIRECTORS CONTINUING IN OFFICE | | | | | Fidelma Russo Director since: 2020 Independent Age: 58 Committees: • Audit • Nominating and Corporate Governance | | Ms. Russo has served as senior vice president and chief technology officer of Hewlett Packard Enterprise Company (HPE) since September 2021. Previously, she served as senior vice president of VMware, Inc., a cloud computing and virtualization company, from May 2020 to September 2021, where she oversaw the Cloud Services Business Unit. Prior to joining VMware, Ms. Russo served as executive vice president and chief technology officer of Iron Mountain Inc., an information management services company and REIT, from March 2017 to May 2020. Prior to joining Iron Mountain, Ms. Russo served as senior vice president and general manager at Dell EMC, a technology solutions company, from January 2011 to March 2017, where she led Dell EMC’s enterprise storage and software solutions team. From May 2010 to January 2011, Ms. Russo served as chief operating officer of Sepaton, Inc., a privately held provider of storage and software products and services. From September 2007 to May 2010, Ms. Russo served as executive vice president, engineering and development at Sepaton. | Qualifications. The Board nominated Ms. Russo to serve as a director of the Board because of her leadership experience with extensive multi-disciplinary expertise across technology, finance and strategy. The Board also considered her experience in building and managing data-related businesses, her vision of how technology can be used to strengthen the company’s business and the contributions she would make to the Board in identifying opportunities in the evolving wireless communications industry. |
SBA Communications Corporation| 2022 Proxy Statement 15
PROPOSAL 1 – ELECTION OF DIRECTORS > DIRECTORS CONTINUING IN OFFICE Class I Directors Terms Expire at the 20182024 Annual Meeting | | | Brian C. Carr
Director since:2004
Independent
Age:54
Committees:
• Audit
• Compensation
| | In addition to being a private investor and business consultant, Mr. Carr serves as non-executive Chairman of the board of Regional Diagnostic Laboratories, Inc., a company founded by a large private equity firm and Mr. Carr in 2012 to invest in various types of domestic and international medical laboratories. Mr. Carr’s experience includes international consulting in Brazil and China for one of the largest private equity firms with investments worldwide. Mr. Carr was a co-founder and from May 2008 to September 2009 the Chief Executive Officer of OralDNA Labs, a privately held salivary diagnostic company focused on the dental |
SBA Communications Corporation| 2016 Proxy Statement 11
PROPOSAL 1 – ELECTION OF DIRECTORS> DIRECTORS CONTINUING IN OFFICE
| | | | | profession which was acquired by Quest Diagnostics. Mr. Carr previously served as Chairman and Chief Executive Officer of American Esoteric Laboratories, a company engaged in advanced clinical laboratory testing, before it was acquired by Sonic Healthcare Limited. Prior to that, Mr. Carr was the President and a member of the board of directors of AmeriPath, Inc., a publicly held anatomic pathology company. Mr. Carr is a CPA (inactive) and CMA (Certified Management Accountant). |
Qualifications. The Board nominated Mr. Carr to serve as a director of the Board because of his experience in founding, growing and managing public and private companies, including extensive mergers and acquisitions experience, both domestically and internationally. The Board also recognized his accounting and financial experience gained initially through a Big Four public accounting firm and enhanced through his public and private company senior management positions.
| | | Mary S. Chan Director since:2015 Independent Age:5359 Committees: • AuditCompensation • Nominating and Corporate Governance | | Ms. Chan is a telecommunications executive and has over 25 years of extensive global management experience in the telecommunications and wireless technology industries. Ms. Chan co-founded and since February 2016 has served as Managing Partner of VectoIQ, LLC, a consulting firm focused on Smart transportation product and services. Since January 2021, Ms. Chan has served as President and Chief Operating Officer of VectoIQ Acquisition Corp. II, a special purpose acquisition company. From May 2012 to April 2015, Ms. Chan served as President, Global Connected Consumer & OnStar Service, at General Motors Corporation, where she led the development and execution of General Motors’ strategic global infotainment plans, including the launch of 4G LTE connectivity across its global portfolio of vehicle brands. From September 2009 to March 2012, Ms. Chan served as Senior Vice President and General Manager, Enterprise Mobility Solutions & Services, at Dell Inc., where she helped expand Dell’s mobility product and service offerings. From December 2000 to August 2009, Ms. Chan held various senior vice president positions at Alcatel-Lucent and Lucent Technologies, including the positions of Executive Vice President, President of 4G/LTE Wireless Networks and Executive Vice President, President of Global Wireless Networks. Prior to Alcatel-Lucent/Lucent Technologies, Ms. Chan worked at AT&T Network Systems focusing on product and platform development of 2G and 3G wireless systems. Ms. Chan also serves on the BoardBoards of Directors of Microelectronics Technology,CommScope Holding Company, Inc., a global network infrastructure provider, and Magna International Inc., a global automotive parts supplier. | Qualifications. The Board nominated Ms. Chan to serve as a director of the Board because of her extensive experience in the telecommunications and wireless technology company specializingindustries, including her leadership experience in wireless communication productthe development manufacturing and execution of General Motors’ launch of 4G LTE connectivity across its global sales. |
Qualifications. The Board nominated Ms. Chan to serve as a director of the Board because of her extensive experience in the telecommunications and wireless technology industries.portfolio of vehicle brands. The Board also recognized her management experience gained through various senior management positions at large multinational companies.
| | | George R. Krouse, Jr. Director since:2009 Independent Age:7076 Committees: • Audit • Nominating and Corporate Governance (Chair) • Compensation
| | Mr. Krouse, an attorney, retired in December 2007 after spending 37 years at the law firm of Simpson Thacher & Bartlett LLP, where he practiced in the corporate, capital markets and merger and acquisition areas. While at Simpson Thacher & Bartlett LLP, Mr. Krouse served as Head of the Corporate Department, managing partner and Senior Administrative Partnerwas a member of the Executive Committee of the firm. Mr. Krouse also serves on the Board of Visitors at Duke University School of Law and is a 2002 recipient of the Law School’s Distinguished Alumni Award. In 2006, he was appointed a Senior Lecturing Fellow at Duke University School of Law. | Qualifications. The Board nominated Mr. Krouse to serve as a director of the Board because of his years and depth of experience as a securities and M&A partner at a major law firm, where he counseled large companies on matters of corporate governance, risk oversight, capital markets, general business matters and acquisition transactions, as well as his senior financial and business management experience at this same firm. |
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PROPOSAL 1 – ELECTION OF DIRECTORS> DIRECTORS CONTINUING IN OFFICE
Qualifications. The Board nominated Mr. Krouse to serve as a director of the Board because of his years and depth of experience as a securities and M&A partner at a major law firm, where he counseled large companies on matters of corporate governance, risk oversight, capital markets, general business matters and acquisition transactions, as well as his senior financial and business management experience at this same firm.
Recommendation of the Board of Directors
The Board of Directors recommends a vote “FOR” the director nominees.
16 SBA Communications Corporation | 20162022 Proxy Statement 13
CORPORATE GOVERNANCE Corporate Governance Guidelines The Board of Directors has voluntarily adopted Corporate Governance Guidelines. Our Corporate Governance Guidelines describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate Governance Guidelines include director independence, director qualifications, committee membership and structure, shareholder communications with the Board, director compensation and the annual performance evaluation of the Board. Our Corporate Governance Guidelines provide, among other things, that: | > | | In the event the Chair is not an independent director, the independent directors of the Board will, upon recommendation of the NCG Committee, appoint a Lead Independent Director; |
| > | | A majority of directors of the Board must be independent as defined by the Nasdaq Listing Standards; |
| > | | No director may serve on more than two public company boards in addition to SBA’s Board without prior consultation with the Chair of the NCG Committee; |
| > | | The Board will have, at all times, an Audit Committee, Compensation Committee and NCG Committee (the “Committees”), and each of their members will be independent as defined by the Nasdaq Listing Standards and applicable SEC rules; |
| > | | The Board will appoint all members of the Committees; |
| > | | The Board will conduct an annual self-evaluation to determine whether it and its Committees are functioning effectively; |
| > | | Each director nominee must agree to tender his or her resignation for consideration by the Board if such director fails to receive a majority of votes cast in any uncontested re-election; |
| > | | No executive officer or director may pledge any shares of SBA’s Class A common stock that count toward satisfying such executive officer’s or director’s ownership requirement as set forth in the Stock Ownership Guidelines; and |
| > | | No executive officer or director may enter into hedging arrangements with respect to any shares of SBA’s Class A common stock. |
The NCG Committee reviews our Corporate Governance Guidelines not less than annually, and, if necessary, will recommend changes to the Board. Our Corporate Governance Guidelines are available to view at our website, www.sbasite.com, under the Investor Relations – Corporate Governance section. Board Leadership Structure As stated in our Corporate Governance Guidelines, the Board has not adopted a formal policy regarding the need to separate or combine the offices of Chair of the Board and Chief Executive Officer and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for SBA. Currently, SBA separates the positions of CEO and Chair in recognition of the differences between the two roles. The CEO is responsible for the strategic direction of SBA and the day to day leadership and performance of SBA, while the Chair provides guidance to the CEO, sets the agenda for the Board meetings and presides over meetings of the Board. In addition, SBA believes that the current separation provides a more effective monitoring and objective evaluation of the CEO’s performance. The separation also allows the Chair to strengthen the Board’s objective oversight of SBA’s performance and governance standards. SBA Communications Corporation| 2022 Proxy Statement 17
CORPORATE GOVERNANCE Lead Independent Director In order to facilitate and strengthen the Board’s independent oversight of SBA’s performance, strategy and succession planning and to uphold effective governance standards, the Board has established the role of a lead independent director. SBA’sLead Independent Director. Our Corporate Governance Guidelines establish thatonly require the appointment of a Lead Independent Director in the event thethat our Chair is not an independent director,independent. Although our current Chair, Mr. Bernstein, is “independent” under the independent directors ofNasdaq Listing Standards, the Board shall, upon recommendation ofdecided to continue to maintain a Lead Independent Director for 2022 as it believes that the NCG CommitteeLead Independent Director provides additional perspective and by majority vote of independent directors, appoint a lead independent director.expanded communication among directors. Mr. Langer currently serves as SBA’s Lead Independent Director. The lead independent director’sLead Independent Director’s duties, which are listed in our Corporate Governance Guidelines, include: presiding at all executive sessions of the independent directors and Board meetings at which the Chair is not present;
| > | | presiding at all executive sessions of the independent directors and Board meetings at which the Chair is not present; |
serving as liaison between the Chair and the independent directors;
| > | | serving as liaison between the Chair and the independent directors; |
approving the Board meeting agendas and schedules and the subject matter of the information to be sent to the Board;
| > | | approving the Board meeting agendas and schedules and the subject matter of the information to be sent to the Board; |
the authority to call meetings of the independent directors;
| > | | the authority to call meetings of the independent directors; |
ensuring he or she is available for consultation and direct communication if requested by major shareholders; and
| > | | ensuring he or she is available for consultation and direct communication if requested by major shareholders; and |
| > | | performing such other duties as the Board deems appropriate. Mr. Langer currently serves as SBA’s lead independent director.
Corporate Governance Guidelines
The Board of Directors has voluntarily adopted Corporate Governance Guidelines. Our Corporate Governance Guidelines describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate Governance Guidelines include director independence, director qualifications, committee membership and structure,
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CORPORATE GOVERNANCE
shareholder communications with the Board, director compensation and the annual performance evaluation of the Board. Our Corporate Governance Guidelines provide, among other things, that:
In the event the Chair is not an independent director, the independent directors of the Board will, upon recommendation of the NCG Committee, appoint a lead independent director;
A majority of directors of the Board must be independent as defined by the NASDAQ Listing Standards;
No director may serve on more than two public company boards in addition to SBA’s Board without prior consultation with the Chair of the NCG Committee;
The Board will have, at all times, an Audit Committee, Compensation Committee and NCG Committee (the “Committees”), and each of their members will be independent as defined by the NASDAQ Listing Standards and applicable SEC rules;
The Board will appoint all members of the Committees;
The Board will conduct an annual self-evaluation to determine whether it and its Committees are functioning effectively;
Each director nominee must agree to tender his or her resignation for consideration by the Board if such director fails to receive a majority of votes cast in any uncontested re-election; and
No executive officer or director may pledge any shares of SBA’s Class A common stock that count toward satisfying such executive officer’s or director’s ownership requirement as set forth in the Stock Ownership Guidelines.
From time to time, the NCG Committee will review our Corporate Governance Guidelines, and, if necessary, will recommend changes to the Board. Our Corporate Governance Guidelines, which were most recently revised on May 21, 2015, are available to view at our website, www.sbasite.com, under the Investor Relations—Corporate Governance section.
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Board Independence Pursuant to our Corporate Governance Guidelines, we require that a majority of our Board of Directors and all members of our three standing Committees be comprised of directors who are “independent,” as such term is defined in the listing standards of the NASDAQ Global SelectNasdaq Stock Market (the “NASDAQ“Nasdaq Listing Standards”). Each year, the Board undertakes a review of director independence, which includes a review of each director’s responses to questionnaires asking about any relationships with us. This review is designed to identify and evaluate any transactions or relationships between a director or any member of his or her immediate family and us, or members of our senior management or other members of our Board of Directors, and all relevant facts and circumstances regarding any such transactions or relationships. Consistent with these considerations, our Board of has affirmatively determined that alleach of our non-management director nominees, who are listed below,Ms. Chan and Ms. Russo and each of Messrs. Beebe, Bernstein, Cocroft, Johnson, Krouse and Langer are independent. | | | | | | | | > Kevin L. Beebe
| | > Brian C. Carr | | > Mary S. Chan | >Duncan H. Cocroft
| | >George R. Krouse, Jr. | | >Jack Langer |
Executive Sessions. The independent members of the Board of Directors generally meet in executive session at each regularly scheduled meeting of the Board. Board and Committee Self-Evaluation and Refreshment Our Board conducts annual self-evaluations to assess the effectiveness of the Board and its Committees. These annual self-evaluations are overseen by the NCG Committee and are designed to enhance the overall effectiveness of the Board and each Committee and identify areas of potential improvement. They include written questionnaires that solicit feedback from the Board and Committee members on a range of topics, including the Committees’ roles, structure and composition; the extent to which the mix of skills, experience and other attributes of the individual directors is appropriate for the Board and each Committee; the scope of duties delegated to the 18 SBA Communications Corporation| 2022 Proxy Statement
CORPORATE GOVERNANCE Committees, including the allocation of risk assessment between the Board and its Committees; interaction with management; information and resources; the adequacy of open lines of communication between directors and members of management; the Board and Committee meeting process and dynamics; and follow-through on recommendations developed during the evaluation process. Our Board has also implemented annual individual director self-evaluations that require each director to assess his or her performance as a director and the performance of the Board as a whole. This process involves directors providing direct feedback to the Chair of the Board, the Lead Independent Director and the Chair of the NCG Committee who, in turn, review the self-evaluations for any actions that should be taken to enhance the effectiveness of the Board. Following the annual self-evaluations, the NCG Committee discusses areas for potential improvement with the Board and/or relevant Committees and, if necessary, identifies steps required to implement these improvements. Director suggestions for improvements to the evaluation questionnaires and process are considered for incorporation for the following year. As part of the NCG Committee’s discussion and evaluation of areas for improvement, board refreshment, including the commitment to have a balanced Board with diversity of skills and experience, is a topic that is considered. The NCG Committee and the Board regularly review Board composition to consider succession related factors, skill sets, diversity and balance. As embodied in our Governance Guidelines, SBA is committed to seeking diversity and balance on our Board with directors of race, gender, geography, thoughts, viewpoints, backgrounds, skills, experience and expertise. As part of our ongoing board refreshment efforts, we have added three new directors since 2015. In conducting each of these director searches, our NCG Committee considered the leadership, technical skills and operational experience that we believed would address the Board’s then current needs. For each of these searches, we utilized the services of a professional recruiter who was instructed to conduct an extensive search to (1) identify candidates with the leadership, skills and experience targeted by the NCG Committee from, among other areas, the traditional corporate environment (including different stakeholders in the telecommunications and/or wireless industry), government, academia, private enterprise, non-profit organizations, and professions such as accounting, finance, marketing, human resources, and legal services and (2) ensure that the pool of candidates included diverse candidates with a particular focus on race and gender diversity. We believe that this board refreshment process has successfully allowed us to identify candidates who bring valuable viewpoints, backgrounds, skills, experience, and expertise, while also expanding the racial and gender diversity of our Board. Our three most recent additions to the Board—Ms. Chan in 2015, Ms. Russo in 2020 and Mr. Johnson in 2022—are illustrative of that effort. Ms. Chan brought to the Board her leadership experience in the development and execution of General Motors’ launch of 4G LTE connectivity across its global portfolio of vehicle brands. Ms. Russo brought to the Board the leadership and vision of how technology can further strengthen the company’s business and identify additional opportunities as we began to explore the opportunities presented by the intersection of the wireless ecosystem and the data center, cloud and data sectors. Finally, our most recent addition, Mr. Johnson, brings to our Board his extensive experience in serving in senior finance roles at multiple REITs, including currently as Chief Financial Officer of Lamar Advertising Company, a leading outdoor advertising company REIT. The NCG Committee and the Board review annually succession planning for SBA’s executive officers and develop and review succession planning for Board members, including succession planning for the Chair of the Board and/or Lead Independent Director. Risk Management Board Role in Management of Risk The Board is actively involved in the oversight and management of risks that could affect SBA. This oversight and management is conducted primarily through Committees, as disclosed in the descriptions of each of the SBA Communications Corporation | 20162022 Proxy Statement 1519
CORPORATE GOVERNANCE Committees below and in the charters of each of the Committees, but the full Board has retained responsibility for general oversight of risks. The NCG Committee is responsible for annually reviewing and delegating the risk oversight responsibilities of each Committee and ensuring that each Committee should be primarily responsible for that oversight. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of risk exposures (including risks related to liquidity, credit, operations, regulatory compliance and information systems), risks arising from cybersecurity and the processes in place to monitor and control such exposures. In carrying out its responsibilities, the Audit Committee works closely with Internal Audit and other members of SBA’s enterprise risk management team. In addition, each of the Committees of the Board considers the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each Committee chair regarding the Committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within SBA. Compensation Risks In early 2022, as part of our risk management process, we conducted an annual comprehensive review and evaluation of our compensation programs and policies. The assessment covered each material component of executive and non-executive employee compensation. Based on a review and analysis of our incentive plans, policies and programs, we believe these programs are not reasonably likely to give rise to risks that would have a material adverse effect on our business. In evaluating our compensation components, we took into consideration the following risk-limiting characteristics: | > | | A significant percentage of our overall pay mix is equity-based, which, when combined with the vesting terms and our Stock Ownership Guidelines, aligns our executive officers’ interests with shareholders’ interests and minimizes the taking of inappropriate or excessive risk that would impair the creation of long-term shareholder value; |
| > | | Our Board approves the parameters of acquisition and land purchase transactions that contribute towards target performance and we have established due diligence processes for such transactions; |
| > | | We have established processes in place for the approval of new build projects using established financial parameters and to confirm the completion of new tower construction. |
| > | | We have effective management processes for establishing key financial and operating targets, and monitoring financial and operating metrics; |
| > | | Bonus payout under most of our incentive plans are capped, whether or not SBA exceeds the stretch threshold level of the relevant incentive plan performance metrics; |
| > | | We have effective segregation of duties throughout SBA; and |
| > | | We have effective monitoring by external and internal audit. |
MeetingsCorporate Social Responsibility and Sustainability
As a leader in wireless communications infrastructure and related solutions, we believe our duties extend beyond the cell site. We are firmly committed to sustainable leadership by integrating sustainability into how we do business. Our responsible practices, policies and programs, and our philanthropic and advocacy efforts, reflect our commitment to making a positive impact. In December 2021, we published our second corporate sustainability report illustrating our commitment to continued engagement and communication of our sustainable and responsible business practices to our stakeholders. We invite you to review our 2020 Sustainability Report on our website at www.sbasite.com under “Company/Company-Responsibility/Sustainability”. 20 SBA Communications Corporation| 2022 Proxy Statement
CORPORATE GOVERNANCE Our corporate responsibility spans beyond our operations and people to also benefit our shareholders, customers and communities. We build resilient shared infrastructure for telecommunications networks in both developed and emerging markets, thereby enabling increased access to digital technologies with minimal environmental footprint. SBA is helping to meet today’s challenge of building sustainable telecommunications networks. 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 planet, local communities and the economy. To this end, we have effective governance processes in place that facilitate the integration of our sustainability commitment across our value chain. Our sustainability strategy and the various improvement programs are governed by the Executive Sustainability Committee, comprised of our President and Chief Executive Officer and members of our executive leadership team, and the Sustainability Steering Group, comprised of senior leaders across our business units. Together with our corporate values, the following core environmental, social and corporate governance pillars help guide and prioritize our sustainability strategy and resources: 
The Executive Sustainability Committee and Sustainability Steering Group meet regularly and function as forums to receive feedback on our sustainability strategic priorities, initiatives and progress. These meetings allow us to leverage the diverse expertise of our executives and senior leaders, ensuring that our sustainability strategy is embedded within our core business and contributes to a positive triple bottom line for our shareholders. SBA Communications Corporation| 2022 Proxy Statement 21
CORPORATE GOVERNANCE In addition to our commitment to good Governance, which is discussed throughout this proxy statement, our Environmental, Social and Corporate Governance (ESG) pillars focus on the following: | | | 
| | Environmental > We believe that our business model plays an important role in reducing the environmental footprint of communications infrastructure by encouraging wireless service providers to co-locate their antennas on a single tower, thus reducing the needless proliferation of multiple towers. Our towers are built to host equipment from multiple tenants and are located on small geographic footprints, typically ranging from 2,000 to 10,000 sq. ft. Moreover, the ground beneath our tower sites is often permeable, allowing surface water to be absorbed into the ground rather than contributing to surface-water runoff. > We have developed intelligent energy solutions that reduce carbon emissions for our customers. Our intelligent energy services include solar panels and lithium-ion batteries which reduce our customers’ reliance on lead-acid batteries, diesel motor generators and the commercial grid, through a combination of on-site renewable energy generation and intelligent energy storage. > We also actively look for ways to reduce the greenhouse gas emissions from our operations. As of 2020, less than 1% of our global tower sites house generators owned by SBA, and only a handful provide primary power for a site. We offer on-site renewable energy generation and intelligent energy storage to displace diesel and propane generators as a more cost-effective and sustainable back-up power solution to our customers. > We have implemented several sustainability initiatives and efficiency programs across our operations to reduce our environmental footprint, particularly concerning electricity and fuel. We prioritize environmental initiatives based on their relative climate impact, risks, opportunities and returns to our shareholders. We track our progress against a number of climate-related key performance indicators and have short- and long-term environmental targets. > We have invested in several energy efficiency programs, including LED retrofits at U.S. towers and offices. We seek to reduce our fuel consumption by switching to fuel-efficient, hybrid and electric vehicles and proactively using fleet route optimization software to improve the fuel efficiency of our vehicle fleet, reduce the number of miles driven and associated greenhouse gas emissions. Over the last two years, we have switched nearly one-third of our vehicles to smaller and more fuel-efficient engines and introduced several hybrids and plug-in hybrids to our fleet. We also installed several electric vehicle charging stations at our offices. > We consider environmental protection and conservation during our site selection, development and operation. In the United States, our Avian Protection Plan guides our biodiversity and conservation efforts. We are committed to identifying, tracking and protecting migratory birds, including threatened or endangered species, that nest on SBA towers. In 2020, we completed 454 migratory bird evaluations and reviewed over 4,787 work proposals to mitigate the potential impact on migratory birds and their habitats. We limit or restrict access to any of our sites with nests containing eggs or flightless young, providing shelter for them to nest undisturbed. |
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CORPORATE GOVERNANCE | | | 
| | Social > We seek to foster an inclusive work environment and we respect the diversity our employees bring to the organization through their unique ideas, opinions and contributions. We have been working hard to ensure that we attract, develop, promote and engage female team members and we are proud to say women represent 40% of our team members worldwide and 25% of our independent directors on the Board. > We recognize team member engagement as a crucial driver and contributor to our continued success. Consequently, SBA holds quarterly Town Hall meetings with our CEO and other informal meetings with executives. We consistently elicit employee feedback and 92% of our team members participated in our 2020 engagement survey. Internal team member communication is offered in multiple languages, fostering an inclusive multicultural environment. > We value all those who serve our country and are proud to support military veterans and their families as they transition out of the military. SBA has earned the distinction of being a Military Friendly Employer and a Veteran Employer. We are proud to have veterans on our team – their integrity, work ethic, ability to adapt and strong teamwork skills blend well with the SBA core values. > SBA is a member of the Technology in Education working group created by the Inter-American Dialogue. The mission of the working group is to contribute to an ecosystem for educational innovation in Latin America, where actors from the public and private sectors collaborate effectively to generate and scale-up innovations in education. This partnership seeks to promote student learning by adopting digital technology, facilitating knowledge sharing among countries and actors in the region, and supporting policies for the use of education technology. > We are dedicated to Diversity, Equity and Inclusion (DEI) and have developed and implemented a diversity strategy designed to foster greater diversity and inclusion in our executive, management, workforce and talent recruitment over the long-term. Built on our established diversity practices and overall commitment to excellence, this strategy emphasizes the importance of education and targeted multi-cultural awareness. Our objective is to attract and retain talent that reflects the communities and markets we serve, allowing us to fulfill our mission to enable today’s and tomorrow’s connectivity and to benefit our shareholders, customers and communities. This strategy has yielded encouraging results: • For the past three years, women represented over 40% of our global workforce and promotions. • Over a third of our global team members identified as a racial or ethnic minority with more than a quarter holding management positions. • As of December 2020, 14% of global team members were under the age of 30, 57% were between 30-50 years old and 29% were over the age of 50. > At SBA, providing a safe and healthy work environment for the protection of our employees is paramount. The safety of our tower climbers has been a key focus of the company since it started in 1989. In 2013, we opened our internal facility “Tower U” which provides a rigorous safety certification program that is required for all our employed tower climbers. We provide a corporate culture that cultivates a strong commitment to safety and is reflective in our dedication to “Building Better Wireless®”. Our global total recordable incident rate (TRIR) during 2020 was 0.6, well below the industry standard of 2.5. |
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CORPORATE GOVERNANCE | | | 
| | Philanthropy > Philanthropy remains an essential focus for SBA and we are proud of the impact our employees have in supporting their communities. We offer 16 hours of team and individual volunteer time off each year and match our employee charitable donations up to a certain amount per year. > Through companywide philanthropic initiatives, we support critical outreach efforts for tower industry foundations and military veterans. In their local communities, our employees engage in an array of activities: partnering with nonprofits to preserve the environment and wildlife, constructing affordable housing units, focusing on foster care, sheltering lost, homeless and unwanted animals and providing services and care for companion animals. > Our “Tower U” safety professionals offer tower rescue training to first responders because we recognize that the safety of these first responders is paramount to the communities in which we operate. |
Executive Compensation “No Fault” Recoupment or “Clawback” Policy Our Board has adopted the Executive Compensation Recoupment or “Clawback” Policy (the “Recoupment Policy”), which covers all our executive officers (the “Covered Officers”), and applies to incentive compensation paid or awarded from the 2014 fiscal year and onwards. Under the Recoupment Policy, in the event of (1) a restatement of SBA’s financial results due to the material noncompliance with any financial reporting requirement under the securities laws or (2) a determination by the Compensation Committee that a financial, operational or other metric upon which incentive-based compensation was paid or awarded was inaccurate, in either case regardless of fault, the Compensation Committee will review the impact, if any, of such events on the incentive compensation paid or awarded to the Covered Officers. If the Compensation Committee determines that a Covered Officer was paid or awarded more than he or she would have been paid or awarded absent the financial restatement or inaccurate performance metrics, then the Compensation Committee may, to the extent permitted by applicable law, seek to recover such excess compensation. This recovery may include repayment by the Covered Officer, forfeiture of unvested restricted stock units and unvested stock options, offset against any severance payable to such Covered Officer, and other legal or equitable remedies that might be available to SBA. Incentive-based compensation paid or awarded during the three years preceding any financial restatement or inaccurate performance metrics is subject to recoupment. Code of Ethics/Related Party Transactions/Insider Trading and Anti-Hedging The Board of Directors has adopted our Code of Ethics for Senior Financial Officers (“Code of Ethics”), our Code of Conduct for Directors, Officers and Employees (“Code of Conduct”) and our Statement of Policies and Procedures Governing Stock Trading in General and the Prevention of Insider Trading (“Insider Trading Policy”), each of which we periodically revise to reflect best corporate governance practices and changes in applicable rules. Code of Ethics. Our Code of Ethics sets forth standards of conduct applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer to promote honest and ethical conduct, proper disclosure in SBA’s periodic filings, and compliance with applicable laws, rules and regulations. Our Code of Ethics is available to view at our website, www.sbasite.com, under the Investor Relations – Corporate Governance section. We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within four business days following the date of the amendment or waiver. 24 SBA Communications Corporation| 2022 Proxy Statement
CORPORATE GOVERNANCE Code of Conduct/Related Party Transaction Policy. Our Code of Conduct requires directors, officers and all other employees to conduct themselves in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest. Our Code of Conduct generally requires (1) officers and directors to disclose any outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to the General Counsel and (2) employees to disclose any outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to their immediate supervisor. The General Counsel will determine if any such outside activities, financial interests or relationships constitute a conflict of interest and a related person transaction on a case-by-case basis and will promptly disclose such activities, interests or relationships to the appropriate Committee for their review and appropriate action, if necessary. It is our preference to avoid related person transactions generally. Under applicable Nasdaq Listing Standards, all related person transactions must be approved by our Audit Committee or another independent body of the Board of Directors. Current SEC rules define transactions with related persons to include any transaction, arrangement or relationship (1) in which SBA is a participant, (2) in which the amount involved exceeds $120,000, and (3) in which any executive officer, director, director nominee, beneficial owner of more than 5% of SBA’s Class A common stock, or any immediate family member of such persons has or will have a direct or indirect material interest. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. All related person transactions will be disclosed in our applicable SEC filings as required under SEC rules. No Related Party Transactions in 2021. Since January 1, 2021, we have not had any relationships or transactions with any of our executive officers, directors, beneficial owners of more than 5% of our Class A common stock or any immediate family member of such persons that were required to be reported pursuant to Item 404(a) of Regulation S-K. Insider Trading and Anti-Hedging Policy. Our Insider Trading Policy prohibits all directors, officers and employees from engaging in transactions in our common stock while in possession of material non-public information and restricts directors, officers and other “designated insiders” from engaging in most transactions involving our Class A common stock during periods, that we have determined, that those individuals are most likely to be aware of material, non-public information. Our Insider Trading Policy also prohibits any officer or director from entering into any transaction which has the effect of hedging or locking in the value of his or her stock holdings, such as zero-cost collars and forward sale contracts. Additionally, our Insider Trading Policy prohibits any officer, director or employee from, directly or indirectly, engaging in “short sales” of our Class A common stock or transactions involving trading activities which by their aggressive or speculative nature may give rise to an appearance of impropriety, including the purchase or writing of put or call options. Policies Regarding Political Contributions and Lobbying. Our Board of Directors has developed policies and procedures regarding political contributions and lobbying, which are set forth in our Code of Conduct and are reviewed annually by our Board of Directors. In accordance with this policy, we prohibit directors, officers or employees from making individual contributions with company funds, being reimbursed for any political contributions, coercing other directors, officers or employees to make contributions or, as part of any individual partisan political activities, stating or implying that they are speaking or acting on behalf of SBA. In those limited circumstances where SBA would be permitted to make a corporate political contribution under federal, state or local laws, our Board has delegated to the Chief Executive Officer the responsibility for providing prior authorization for any such contribution. However, in the past decade, SBA has not made any political contribution to a political campaign, election or referenda. With respect to lobbying activities, our Board of Directors’ approved policy and procedures provide that any corporate lobbying activities on behalf of SBA must be conducted only with the prior authorization of our Chief Executive Officer. Such activities must (1) comply with all lobbying laws and disclosure requirements, (2) be legal, ethical and consisted with our various policies, including our Anti-Corruption Compliance Policy, and (3) be related SBA Communications Corporation| 2022 Proxy Statement 25
CORPORATE GOVERNANCE to business activities being conducted by SBA at that time. Typically, these activities are conducted only through our activities organized by trade groups and associations or by our employees whose duties specifically contemplate such activities. Board Meetings During 2015,2021, the Board of Directors held a total of 96 meetings. Each incumbentof our director nominees and continuing directors attended at least 75%all of the aggregate of (1) the total number ofBoard meetings and meetings of the Board during the period in which he or she was a director and (2) the total number of meetings of all Committees on which he or shethey served during the period in which he or she was a director.2021. It is the policy of the Board of Directors to encourage its members to attend SBA’s Annual Meeting of Shareholders. All members of the Board of Directors in 20152021 were present at SBA’s 20152021 Annual Meeting of Shareholders. Board Committees The Board has three standing Committees: the Audit Committee, the Compensation Committee and the NCG Committee. Copies of the Committee charters of each of the Audit Committee, the Compensation Committee and the NCG Committee setting forth the respective responsibilities of the Committees can be found under the Investor Relations—Relations – Corporate Governance section of our website at www.sbasite.com, and such information is also available in print to any shareholder who requests it through our Investor Relations department. We periodically reviewEach of the Committees reviews, and revise the Committee charters. The Board most recently adopted a revised Audit Committee Charter on February 26, 2016 and revised Compensation Committee and NCG Committee Charters on July 28, 2015.revises if necessary, its respective charter not less than annually. Audit CommitteeBoard Role in Management of Risk
Number of Meetings in 2015: 7
Responsibilities. The Audit Committee is responsible for establishing our audit policies, selecting our independent auditors and overseeing the engagement of our independent auditors. The Audit Committee Chair reports on Audit Committee actions and recommendations at Board of Director meetings.
Independence and Financial Expertise.The Board of Directors has determined that each member of the Audit Committee meets the independence requirements under the NASDAQ Listing Standards and the enhanced independence standards for audit committee members required by the Securities and Exchange Commission (“SEC”). In addition, the Board of Directors has determined that each of Messrs. Beebe, Carr and Cocroft meets the requirements of an audit committee financial expert under SEC rules. For information regarding Mr. Beebe’s, Mr. Carr’s and Mr. Cocroft’s business experience, see “Proposal 1 – Election of Directors.”
Compensation Committee
Number of Meetingsis actively involved in 2015: 6
Responsibilities. The Compensation Committee is responsible for establishing salaries, incentives and other forms of compensation for our Chief Executive Officer, each of our executive officers (our Executive Vice Presidents) and our Chief Accounting Officer (collectively, the “Officer Group”), the terms of any employment agreements with the Officer Group and compensation for our directors. In addition, the Compensation Committee is responsible for administering our equity-based compensation plans, including awards under such plans, and our Stock Ownership Guidelines. The Compensation Committee is also responsible for the oversight and administrationmanagement of our Executive Compensation
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Recoupment Policy. The Compensation Committee also reviewsrisks that could affect SBA. This oversight and management is conducted primarily through Committees, as disclosed in the results of any advisory shareholder votes on executive compensation and considers whether to recommend adjustments to our executive compensation policies and practices as a result of such votes. The Compensation Committee Chair reports on Compensation Committee actions and recommendations at Board of Director meetings.
Role of Compensation Consultants and Advisors. The Compensation Committee has the authority, pursuant to its charter, to engage the services of outside legal or other experts and advisors as it in its sole discretion deems necessary and appropriate to assist the Compensation Committee in fulfilling its duties and responsibilities. For 2015, the Compensation Committee again selected and retained F.W. Cook & Co., Inc. (“FW Cook”), an independent management compensation consulting firm, and instructed FW Cook to provide the Compensation Committee with a review of competitive market data for each member of the Officer Group, and to work directly with the Compensation Committee to prepare proposals for 2015 executive compensation and director compensation. In addition, in 2015 the Compensation Committee again selected and retained Chadbourne & Parke LLP (“Chadbourne & Parke”), a law firm which provides compensation consulting services, to advise the Compensation Committee on entering into new employment agreements with three of our named executive officers. Neither FW Cook nor Chadbourne & Parke performed any services for us other than their services to the Compensation Committee. We believe that the use of independent consultants provides additional assurance that our programs are reasonable and consistent with our objectives. The Compensation Committee reviewed the independencedescriptions of each of FW Cook and Chadbourne & Parke in light of the SEC rules and NASDAQ Listing Standards regarding compensation consultants and has concluded that neither FW Cook’s work nor Chadbourne & Parke’s work for the Compensation Committee during 2015 raised any conflict of interest and that each of FW Cook and Chadbourne & Parke is independent.
Role of Management and Delegation of Authority. As more fully discussed under “Compensation Discussion and Analysis— Evaluating Compensation Program Design and Relative Competitive Position,” our CEO provides the Compensation Committee with (1) evaluations of each named executive officer, including himself, and (2) recommendations regarding base salary levels for the upcoming year for each named executive officer (other than himself), an evaluation of the extent to which the named executive officer met his annual incentive plan target, and the aggregate total long-term incentive value that each named executive officer (other than himself) should receive. Our CEO typically attends all regularly-scheduled Compensation Committee meetings to assist the Compensation Committee in its discussion and analysis of the various agenda items, and is generally excused from the meetings as appropriate, including for discussions regarding his own compensation. The Compensation Committee may delegate to SBA’s management the authority to administer incentive compensation and benefit plans provided for employees, including the authority to grant awards to certain recipients under our equity-based compensation plans, as it deems appropriate and to the extent permitted by applicable laws, rules, regulations and NASDAQ Listing Standards.
Independence. The Board reviewed the background, experience and independence of the Compensation Committee members based primarily on the directors’ responses to questions relating to their relationships, background and experience. Based on this review, the Board determined that each member of the Compensation Committee meets the independence requirements of the NASDAQ Listing Standards, including the heightened independence requirements specific to compensation committee members.
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CORPORATE GOVERNANCE Compensation Committee InterlocksCommittees below and Insider Participation.Duringin the fiscal year ended December 31, 2015, Messrs. Carr, Cocroft, Krouse and Langer served as memberscharters of each of the Compensation Committee, and noneCommittees, but the full Board has retained responsibility for general oversight of these directors was, during 2015, an officer or employee of SBA, or formerly an officer of SBA. There were no transactions during the 2015 fiscal year between us and any of the directors who served as members of the Compensation Committee for any part of the 2015 fiscal year that would require disclosure by SBA under the SEC’s rules requiring disclosure of certain relationships and related-party transactions.
Nominating and Corporate Governance Committee
Number of Meetings in 2015: 8
Responsibilities.risks. The NCG Committee is responsible for (i) soliciting, considering, recommendingannually reviewing and nominating candidates to serve ondelegating the Board under criteria adopted by it from time to time; (ii) nominating a lead independent director inrisk oversight responsibilities of each Committee and ensuring that each Committee should be primarily responsible for that oversight. The Audit Committee is primarily responsible for overseeing the event the Chair is not an independent director; (iii) recommending to the Board whether to accept or reject the resignation tendered by a director who failed to receive a majority of votes cast in any uncontested re-election; (iv) advising the Boardrisk management function, specifically with respect to Board compositionmanagement’s assessment of risk exposures (including risks related to liquidity, credit, operations, regulatory compliance and proceduresinformation systems), risks arising from cybersecurity and the processes in place to monitor and control such exposures. In carrying out its responsibilities, the Audit Committee composition, function, structure, proceduresworks closely with Internal Audit and charters; (v) overseeing periodic evaluationsother members of SBA’s enterprise risk management team. In addition, each of the Committees of the Board considers the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each Committee chair regarding the Committee’s considerations and the Committees, including establishing criteria to be used in connection with such evaluations; (vi) reviewingactions, as well as through regular reports directly from officers responsible for oversight of particular risks within SBA.
Compensation Risks In early 2022, as part of our risk management process, we conducted an annual comprehensive review and reporting to the Boardevaluation of our compensation programs and policies. The assessment covered each material component of executive and non-executive employee compensation. Based on a periodic basis with regardreview and analysis of our incentive plans, policies and programs, we believe these programs are not reasonably likely to matters of corporate governance; and (vii) developing and reviewing succession planning for Board members and executive officers. The NCG Committee is also responsible for considering and recommendinggive rise to the Board the approval of any waivers to SBA’s Code of Conduct (as defined below) forrisks that would have a director or executive officer. The NCG Committee Chair reportsmaterial adverse effect on NCG Committee actions and recommendations at Board of Director meetings. Consideration of Director Nominees. The NCG Committee considers possible candidates for nominees for directors from many sources, including management and shareholders. The NCG Committee evaluates the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the NCG Committee, in accordance with the Criteria for Nomination to the Board of Directors, which is attached as Annex A to the NCG Committee charter. The Criteria for Nomination to the Board of Directors containsour business. In evaluating our compensation components, we took into consideration the following requirements, among others, for suitability:risk-limiting characteristics:
high ethical character| > | | A significant percentage of our overall pay mix is equity-based, which, when combined with the vesting terms and our Stock Ownership Guidelines, aligns our executive officers’ interests with shareholders’ interests and minimizes the taking of inappropriate or excessive risk that would impair the creation of long-term shareholder value; |
| > | | Our Board approves the parameters of acquisition and land purchase transactions that contribute towards target performance and we have established due diligence processes for such transactions; |
| > | | We have established processes in place for the approval of new build projects using established financial parameters and to confirm the completion of new tower construction. |
| > | | We have effective management processes for establishing key financial and operating targets, and monitoring financial and operating metrics; |
| > | | Bonus payout under most of our incentive plans are capped, whether or not SBA exceeds the stretch threshold level of the relevant incentive plan performance metrics; |
| > | | We have effective segregation of duties throughout SBA; and |
| > | | We have effective monitoring by external and internal audit. |
Corporate Social Responsibility and a reputation that is consistent with SBA’s reputation; superior credentials;
current or prior experience as a CEO, President or CFO of a public company or leading a complex organization;
relevant expertise and experience;
the number of other boards (and their committees) on which a candidate serves;
the ability to exercise sound business judgment; and
the lack of material relationships with competitors or other third parties that could present realistic possibilities of conflict of interest or legal issues.
The NCG Committee Charter requires that, when considering nominees for the Board, the NCG Committee should seek to provide a diversity and balance among directors of race, gender,Sustainability
18As a leader in wireless communications infrastructure and related solutions, we believe our duties extend beyond the cell site. We are firmly committed to sustainable leadership by integrating sustainability into how we do business. Our responsible practices, policies and programs, and our philanthropic and advocacy efforts, reflect our commitment to making a positive impact.
In December 2021, we published our second corporate sustainability report illustrating our commitment to continued engagement and communication of our sustainable and responsible business practices to our stakeholders. We invite you to review our 2020 Sustainability Report on our website at www.sbasite.com under “Company/Company-Responsibility/Sustainability”. 20 SBA Communications Corporation| 20162022 Proxy Statement
CORPORATE GOVERNANCE Our corporate responsibility spans beyond our operations and people to also benefit our shareholders, customers and communities. We build resilient shared infrastructure for telecommunications networks in both developed and emerging markets, thereby enabling increased access to digital technologies with minimal environmental footprint. SBA is helping to meet today’s challenge of building sustainable telecommunications networks. 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 planet, local communities and the economy. To this end, we have effective governance processes in place that facilitate the integration of our sustainability commitment across our value chain. Our sustainability strategy and the various improvement programs are governed by the Executive Sustainability Committee, comprised of our President and Chief Executive Officer and members of our executive leadership team, and the Sustainability Steering Group, comprised of senior leaders across our business units. Together with our corporate values, the following core environmental, social and corporate governance pillars help guide and prioritize our sustainability strategy and resources: geography, thought, viewpoints, background, skills, experience and expertise (the “Criteria for Nomination”). Further, the NCG Committee Charter requires that any search firm retained to assist the NCG Committee in seeking candidates for the Board be instructed to seek to include diverse candidates in terms of the Criteria for Nomination from, among other areas, the traditional corporate environment, government, academia, private enterprise, non-profit organizations, and professions such as accounting, finance, marketing, human resources, and legal services.
The NCGExecutive Sustainability Committee identifies nominees by first evaluatingand Sustainability Steering Group meet regularly and function as forums to receive feedback on our sustainability strategic priorities, initiatives and progress. These meetings allow us to leverage the current membersdiverse expertise of the Board willing to continue in service. Current members of the Board with skillsour executives and experiencesenior leaders, ensuring that are relevant to SBA’sour sustainability strategy is embedded within our core business and who are willingcontributes to continue in service are considereda positive triple bottom line for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the NCG Committee or the Board decides not to re-nominate a member for re-election, the NCG Committee identifies the desired skills and experience of a new nominee in light of the Criteria for Nomination. Current members of the NCG Committee and Board are polled for suggestions as to individuals meeting the Criteria for Nomination of the NCG Committee. our shareholders. SBA Communications Corporation| 2022 Proxy Statement 21
CORPORATE GOVERNANCE In addition from time to time, the NCG Committee has engaged, and may in the future engage, the services of executive search firmsour commitment to assist the NCG Committee and the Board of Directors in identifying and evaluating potential director candidates. Shareholder Nominations of Director Candidates. In July 2015, we amended our Bylaws to provide a proxy access right that permits shareholders to nominate directors for inclusion in ourgood Governance, which is discussed throughout this proxy statement, under certain circumstances. We reached out to shareholdersour Environmental, Social and Corporate Governance (ESG) pillars focus on the topic of proxy access who at the time held, in the aggregate, more than 30% of our outstanding Class A common stock. Following shareholder approval of a non-binding proposal to adopt our proxy access bylaw, which we tailored specifically to our shareholder base and long-term corporate strategy, over a competing shareholder proposal on the same topic, our Board adopted amendments to our Bylaws to implement proxy access. During our outreach discussions, our shareholders expressed support for a 5% ownership threshold for 3 years, 10 shareholder group and up to 20% of the board formulation, which is ultimately what was approved by our shareholders and implemented by our proxy access bylaw. Shareholders who wish to nominate directors for inclusion in our proxy statement or directly at an annual meeting in accordance with the procedures in our Bylaws should follow the instructions under “Shareholder Proposals and Director Nominations for 2017 Annual Meeting” in this proxy statement.following:
| | |
| | Environmental > We believe that our business model plays an important role in reducing the environmental footprint of communications infrastructure by encouraging wireless service providers to co-locate their antennas on a single tower, thus reducing the needless proliferation of multiple towers. Our towers are built to host equipment from multiple tenants and are located on small geographic footprints, typically ranging from 2,000 to 10,000 sq. ft. Moreover, the ground beneath our tower sites is often permeable, allowing surface water to be absorbed into the ground rather than contributing to surface-water runoff. > We have developed intelligent energy solutions that reduce carbon emissions for our customers. Our intelligent energy services include solar panels and lithium-ion batteries which reduce our customers’ reliance on lead-acid batteries, diesel motor generators and the commercial grid, through a combination of on-site renewable energy generation and intelligent energy storage. > We also actively look for ways to reduce the greenhouse gas emissions from our operations. As of 2020, less than 1% of our global tower sites house generators owned by SBA, and only a handful provide primary power for a site. We offer on-site renewable energy generation and intelligent energy storage to displace diesel and propane generators as a more cost-effective and sustainable back-up power solution to our customers. > We have implemented several sustainability initiatives and efficiency programs across our operations to reduce our environmental footprint, particularly concerning electricity and fuel. We prioritize environmental initiatives based on their relative climate impact, risks, opportunities and returns to our shareholders. We track our progress against a number of climate-related key performance indicators and have short- and long-term environmental targets. > We have invested in several energy efficiency programs, including LED retrofits at U.S. towers and offices. We seek to reduce our fuel consumption by switching to fuel-efficient, hybrid and electric vehicles and proactively using fleet route optimization software to improve the fuel efficiency of our vehicle fleet, reduce the number of miles driven and associated greenhouse gas emissions. Over the last two years, we have switched nearly one-third of our vehicles to smaller and more fuel-efficient engines and introduced several hybrids and plug-in hybrids to our fleet. We also installed several electric vehicle charging stations at our offices. > We consider environmental protection and conservation during our site selection, development and operation. In the United States, our Avian Protection Plan guides our biodiversity and conservation efforts. We are committed to identifying, tracking and protecting migratory birds, including threatened or endangered species, that nest on SBA towers. In 2020, we completed 454 migratory bird evaluations and reviewed over 4,787 work proposals to mitigate the potential impact on migratory birds and their habitats. We limit or restrict access to any of our sites with nests containing eggs or flightless young, providing shelter for them to nest undisturbed. |
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| | Social > We seek to foster an inclusive work environment and we respect the diversity our employees bring to the organization through their unique ideas, opinions and contributions. We have been working hard to ensure that we attract, develop, promote and engage female team members and we are proud to say women represent 40% of our team members worldwide and 25% of our independent directors on the Board. > We recognize team member engagement as a crucial driver and contributor to our continued success. Consequently, SBA holds quarterly Town Hall meetings with our CEO and other informal meetings with executives. We consistently elicit employee feedback and 92% of our team members participated in our 2020 engagement survey. Internal team member communication is offered in multiple languages, fostering an inclusive multicultural environment. > We value all those who serve our country and are proud to support military veterans and their families as they transition out of the military. SBA has earned the distinction of being a Military Friendly Employer and a Veteran Employer. We are proud to have veterans on our team – their integrity, work ethic, ability to adapt and strong teamwork skills blend well with the SBA core values. > SBA is a member of the Technology in Education working group created by the Inter-American Dialogue. The mission of the working group is to contribute to an ecosystem for educational innovation in Latin America, where actors from the public and private sectors collaborate effectively to generate and scale-up innovations in education. This partnership seeks to promote student learning by adopting digital technology, facilitating knowledge sharing among countries and actors in the region, and supporting policies for the use of education technology. > We are dedicated to Diversity, Equity and Inclusion (DEI) and have developed and implemented a diversity strategy designed to foster greater diversity and inclusion in our executive, management, workforce and talent recruitment over the long-term. Built on our established diversity practices and overall commitment to excellence, this strategy emphasizes the importance of education and targeted multi-cultural awareness. Our objective is to attract and retain talent that reflects the communities and markets we serve, allowing us to fulfill our mission to enable today’s and tomorrow’s connectivity and to benefit our shareholders, customers and communities. This strategy has yielded encouraging results: • For the past three years, women represented over 40% of our global workforce and promotions. • Over a third of our global team members identified as a racial or ethnic minority with more than a quarter holding management positions. • As of December 2020, 14% of global team members were under the age of 30, 57% were between 30-50 years old and 29% were over the age of 50. > At SBA, providing a safe and healthy work environment for the protection of our employees is paramount. The safety of our tower climbers has been a key focus of the company since it started in 1989. In 2013, we opened our internal facility “Tower U” which provides a rigorous safety certification program that is required for all our employed tower climbers. We provide a corporate culture that cultivates a strong commitment to safety and is reflective in our dedication to “Building Better Wireless®”. Our global total recordable incident rate (TRIR) during 2020 was 0.6, well below the industry standard of 2.5. |
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| | Philanthropy > Philanthropy remains an essential focus for SBA and we are proud of the impact our employees have in supporting their communities. We offer 16 hours of team and individual volunteer time off each year and match our employee charitable donations up to a certain amount per year. > Through companywide philanthropic initiatives, we support critical outreach efforts for tower industry foundations and military veterans. In their local communities, our employees engage in an array of activities: partnering with nonprofits to preserve the environment and wildlife, constructing affordable housing units, focusing on foster care, sheltering lost, homeless and unwanted animals and providing services and care for companion animals. > Our “Tower U” safety professionals offer tower rescue training to first responders because we recognize that the safety of these first responders is paramount to the communities in which we operate. |
Executive Compensation “No Fault” Recoupment or “Clawback” Policy Upon recommendation of the Compensation Committee, on February 21, 2014, theOur Board has adopted the Executive Compensation Recoupment or “Clawback” Policy (the “Recoupment Policy”), which covers all our executive officers (the “Covered Officers”), and applies to incentive compensation paid or awarded commencing infrom the 2014 fiscal year.year and onwards. Under the Recoupment Policy, in the event of (1) a restatement of SBA’s financial results due to the material noncompliance with any financial reporting requirement under the securities laws or (2) a determination by the Compensation Committee that a financial, operational or other metric upon which incentive-based compensation was paid or awarded was inaccurate, in either case regardless of fault, the Compensation Committee will review the impact, if any, of such events on the incentive compensation paid or awarded to the Covered Officers. If the Compensation Committee determines that a Covered Officer was paid or awarded more than he or she would have been paid or awarded absent the financial restatement or inaccurate performance metrics, then the Compensation Committee may, to the extent permitted by applicable law, seek to recover such excess compensation. This recovery may include repayment by the Covered Officer, forfeiture of unvested restricted stock units and unvested stock options, offset against any severance payable to
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such Covered Officer, and other legal or equitable remedies that might be available to SBA. Incentive-based compensation paid or awarded during the three years preceding any financial restatement or inaccurate performance metrics is subject to recoupment. Code of Ethics/Related Party Transaction PolicyTransactions/Insider Trading and Anti-Hedging The Board of Directors has adopted our Code of Ethics for Senior Financial Officers (“Code of Ethics”) and, our Code of Conduct for Directors, Officers and Employees (“Code of Conduct”) and our Statement of Policies and Procedures Governing Stock Trading in General and the Prevention of Insider Trading (“Insider Trading Policy”), each of which we periodically revise to reflect best corporate governance practices and changes in applicable rules. Code of Ethics. Our Code of Ethics sets forth standards of conduct applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer to promote honest and ethical conduct, proper disclosure in SBA’s periodic filings, and compliance with applicable laws, rules and regulations. Our Code of Ethics is available to view at our website, www.sbasite.com, under the Investor Relations—Relations – Corporate Governance section. We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within four business days following the date of the amendment or waiver. 24 SBA Communications Corporation| 2022 Proxy Statement
CORPORATE GOVERNANCE Code of Conduct/Related Party Transaction Policy. Our Code of Conduct requires directors, officers and all other employees to conduct themselves in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest. Our Code of Conduct generally requires (i)(1) officers and directors to disclose any outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to the General Counsel and (ii)(2) employees to disclose any outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to their immediate supervisor. The General Counsel will determine if any such outside activities, financial interests or relationships constitute a conflict of interest and a related person transaction on a case-by-case basis and will promptly disclose such activities, interests or relationships to the appropriate Committee for their review and appropriate action, if necessary. It is our preference to avoid related person transactions generally. Under applicable NASDAQ rules,Nasdaq Listing Standards, all related person transactions must be approved by our Audit Committee or another independent body of the Board of Directors. Current SEC rules define transactions with related persons to include any transaction, arrangement or relationship (i)(1) in which SBA is a participant, (ii)(2) in which the amount involved exceeds $120,000, and (iii)(3) in which any executive officer, director, director nominee, beneficial owner of more than 5% of SBA’s Class A common stock, or any immediate family member of such persons has or will have a direct or indirect material interest. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. All related person transactions will be disclosed in our applicable SEC filings as required under SEC rules. No Related Party Transactions in 20152021.Since January 1, 2015,2021, we have not had any relationships or transactions with any of our executive officers, directors, beneficial owners of more than 5% of our Class A common stock or any immediate family member of such persons that were required to be reported pursuant to Item 404(a) of Regulation S-K. Insider Trading and Anti-Hedging Policy. Our Insider Trading Policy prohibits all directors, officers and employees from engaging in transactions in our common stock while in possession of material non-public information and restricts directors, officers and other “designated insiders” from engaging in most transactions involving our Class A common stock during periods, that we have determined, that those individuals are most likely to be aware of material, non-public information. Our Insider Trading Policy also prohibits any officer or director from entering into any transaction which has the effect of hedging or locking in the value of his or her stock holdings, such as zero-cost collars and forward sale contracts. Additionally, our Insider Trading Policy prohibits any officer, director or employee from, directly or indirectly, engaging in “short sales” of our Class A common stock or transactions involving trading activities which by their aggressive or speculative nature may give rise to an appearance of impropriety, including the purchase or writing of put or call options. Policies Regarding Political Contributions and Lobbying. Our Board of Directors has developed policies and procedures regarding political contributions and lobbying, which are set forth in our Code of Conduct and are reviewed annually by our Board of Directors. In accordance with this policy, we prohibit directors, officers or employees from making individual contributions with company funds, being reimbursed for any political contributions, coercing other directors, officers or employees to make contributions or, as part of any individual partisan political activities, stating or implying that they are speaking or acting on behalf of SBA. In those limited circumstances where SBA would be permitted to make a corporate political contribution under federal, state or local laws, our Board has delegated to the Chief Executive Officer the responsibility for providing prior authorization for any such contribution. However, in the past decade, SBA has not made any political contribution to a political campaign, election or referenda. With respect to lobbying activities, our Board of Directors’ approved policy and procedures provide that any corporate lobbying activities on behalf of SBA must be conducted only with the prior authorization of our Chief Executive Officer. Such activities must (1) comply with all lobbying laws and disclosure requirements, (2) be legal, ethical and consisted with our various policies, including our Anti-Corruption Compliance Policy, and (3) be related 20SBA Communications Corporation| 20162022 Proxy Statement 25
CORPORATE GOVERNANCE to business activities being conducted by SBA at that time. Typically, these activities are conducted only through our activities organized by trade groups and associations or by our employees whose duties specifically contemplate such activities. Risk ManagementBoard Meetings
During 2021, the Board of Directors held a total of 6 meetings. Each of our director nominees and continuing directors attended all of the Board meetings and meetings of the Committees on which they served during 2021. It is the policy of the Board of Directors to encourage its members to attend SBA’s Annual Meeting of Shareholders. All members of the Board of Directors in 2021 were present at SBA’s 2021 Annual Meeting of Shareholders. Board Committees The Board has three standing Committees: the Audit Committee, the Compensation Committee and the NCG Committee. Copies of the Committee charters of each of the Audit Committee, the Compensation Committee and the NCG Committee setting forth the respective responsibilities of the Committees can be found under the Investor Relations – Corporate Governance section of our website at www.sbasite.com, and such information is also available in print to any shareholder who requests it through our Investor Relations department. Each of the Committees reviews, and revises if necessary, its respective charter not less than annually. Board Role in Management of Risk The Board is actively involved in the oversight and management of risks that could affect SBA. This oversight and management is conducted primarily through Committees, as disclosed in the descriptions of each of the SBA Communications Corporation| 2022 Proxy Statement 19
CORPORATE GOVERNANCE Committees abovebelow and in the charters of each of the Committees, but the full Board has retained responsibility for general oversight of risks. The NCG Committee is responsible for annually reviewing and delegating the risk oversight responsibilities of each Committee and ensuring that each Committee should be primarily responsible for that oversight. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of risk exposures (including risks related to liquidity, credit, operations, regulatory compliance and information systems), risks arising from cybersecurity and the processes in place to monitor and control such exposures. In carrying out its responsibilities, the Audit Committee works closely with Internal Audit and other members of SBA’s enterprise risk management team. In addition, each of the Committees of the Board considerconsiders the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each Committee chair regarding the Committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within SBA. Compensation Risks In early 2016,2022, as part of our risk management process, we conducted an annual comprehensive review and evaluation of our compensation programs and policies. The assessment covered each material component of executive and non-executive employee compensation. Based on a review and analysis of our incentive plans, policies and programs, we believe these programs are not reasonably likely to give rise to risks that would have a material adverse effect on our business. In evaluating our compensation components, we took into consideration the following risk-limiting characteristics: Bonus payout under our incentive plan is capped at the target opportunity, whether or not SBA significantly exceeds the incentive plan metrics;
| > | | A significant percentage of our overall pay mix is equity-based, which, when combined with the vesting terms and our Stock Ownership Guidelines, aligns our executive officers’ interests with shareholders’ interests and minimizes the taking of inappropriate or excessive risk that would impair the creation of long-term shareholder value; |
| > | | Our Board approves the parameters of acquisition and land purchase transactions that contribute towards target performance and we have established due diligence processes for such transactions; |
| > | | We have established processes in place for the approval of new build projects using established financial parameters and to confirm the completion of new tower construction. |
| > | | We have effective management processes for establishing key financial and operating targets, and monitoring financial and operating metrics; |
| > | | Bonus payout under most of our incentive plans are capped, whether or not SBA exceeds the stretch threshold level of the relevant incentive plan performance metrics; |
| > | | We have effective segregation of duties throughout SBA; and |
| > | | We have effective monitoring by external and internal audit. |
Corporate Social Responsibility and Sustainability As a leader in wireless communications infrastructure and related solutions, we believe our duties extend beyond the cell site. We are firmly committed to sustainable leadership by integrating sustainability into how we do business. Our responsible practices, policies and programs, and our philanthropic and advocacy efforts, reflect our commitment to making a positive impact. In December 2021, we published our second corporate sustainability report illustrating our commitment to continued engagement and communication of our overall pay mixsustainable and responsible business practices to our stakeholders. We invite you to review our 2020 Sustainability Report on our website at www.sbasite.com under “Company/Company-Responsibility/Sustainability”. 20 SBA Communications Corporation| 2022 Proxy Statement
CORPORATE GOVERNANCE Our corporate responsibility spans beyond our operations and people to also benefit our shareholders, customers and communities. We build resilient shared infrastructure for telecommunications networks in both developed and emerging markets, thereby enabling increased access to digital technologies with minimal environmental footprint. SBA is equity-based, which, when combined with the vesting termshelping to meet today’s challenge of building sustainable telecommunications networks. Our sustainability strategy focuses on enacting business practices that are both responsible and our Stock Ownership Guidelines, aligns our executive officers’ interests with shareholders’ interests and minimizes the taking of inappropriate or excessive risk that would impair the creation ofdrive long-term shareholder value; value. We believe this is best achieved by upholding the highest ethical standards while considering our impact on the planet, local communities and the economy. To this end, we have effective management processes for establishing key financial and operating targets, and monitoring financial and operating metrics; We have effective monitoring by external and internal audit;
We have effective segregation of duties throughout SBA;
Our Board approves the parameters of acquisition transactions that contribute towards target performance;
We have establishedgovernance processes in place forthat facilitate the approvalintegration of new build projectsour sustainability commitment across our value chain.Our sustainability strategy and to confirm the completionvarious improvement programs are governed by the Executive Sustainability Committee, comprised of new tower construction;our President and Our Stock Ownership Guidelines require officers
The Executive Sustainability Committee and directorsSustainability Steering Group meet regularly and function as forums to hold any vested restricted stock untilreceive feedback on our sustainability strategic priorities, initiatives and progress. These meetings allow us to leverage the aggregate amountdiverse expertise of their stock ownership exceedsour executives and senior leaders, ensuring that our sustainability strategy is embedded within our core business and contributes to a multiple of their annual base salary or retainer, as applicable. SBA Communications Corporation | 20162022 Proxy Statement 21
CORPORATE GOVERNANCE In addition to our commitment to good Governance, which is discussed throughout this proxy statement, our Environmental, Social and Corporate Governance (ESG) pillars focus on the following: | | |
| | Environmental > We believe that our business model plays an important role in reducing the environmental footprint of communications infrastructure by encouraging wireless service providers to co-locate their antennas on a single tower, thus reducing the needless proliferation of multiple towers. Our towers are built to host equipment from multiple tenants and are located on small geographic footprints, typically ranging from 2,000 to 10,000 sq. ft. Moreover, the ground beneath our tower sites is often permeable, allowing surface water to be absorbed into the ground rather than contributing to surface-water runoff. > We have developed intelligent energy solutions that reduce carbon emissions for our customers. Our intelligent energy services include solar panels and lithium-ion batteries which reduce our customers’ reliance on lead-acid batteries, diesel motor generators and the commercial grid, through a combination of on-site renewable energy generation and intelligent energy storage. > We also actively look for ways to reduce the greenhouse gas emissions from our operations. As of 2020, less than 1% of our global tower sites house generators owned by SBA, and only a handful provide primary power for a site. We offer on-site renewable energy generation and intelligent energy storage to displace diesel and propane generators as a more cost-effective and sustainable back-up power solution to our customers. > We have implemented several sustainability initiatives and efficiency programs across our operations to reduce our environmental footprint, particularly concerning electricity and fuel. We prioritize environmental initiatives based on their relative climate impact, risks, opportunities and returns to our shareholders. We track our progress against a number of climate-related key performance indicators and have short- and long-term environmental targets. > We have invested in several energy efficiency programs, including LED retrofits at U.S. towers and offices. We seek to reduce our fuel consumption by switching to fuel-efficient, hybrid and electric vehicles and proactively using fleet route optimization software to improve the fuel efficiency of our vehicle fleet, reduce the number of miles driven and associated greenhouse gas emissions. Over the last two years, we have switched nearly one-third of our vehicles to smaller and more fuel-efficient engines and introduced several hybrids and plug-in hybrids to our fleet. We also installed several electric vehicle charging stations at our offices. > We consider environmental protection and conservation during our site selection, development and operation. In the United States, our Avian Protection Plan guides our biodiversity and conservation efforts. We are committed to identifying, tracking and protecting migratory birds, including threatened or endangered species, that nest on SBA towers. In 2020, we completed 454 migratory bird evaluations and reviewed over 4,787 work proposals to mitigate the potential impact on migratory birds and their habitats. We limit or restrict access to any of our sites with nests containing eggs or flightless young, providing shelter for them to nest undisturbed. |
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CORPORATE GOVERNANCE | | |
| | Social > We seek to foster an inclusive work environment and we respect the diversity our employees bring to the organization through their unique ideas, opinions and contributions. We have been working hard to ensure that we attract, develop, promote and engage female team members and we are proud to say women represent 40% of our team members worldwide and 25% of our independent directors on the Board. > We recognize team member engagement as a crucial driver and contributor to our continued success. Consequently, SBA holds quarterly Town Hall meetings with our CEO and other informal meetings with executives. We consistently elicit employee feedback and 92% of our team members participated in our 2020 engagement survey. Internal team member communication is offered in multiple languages, fostering an inclusive multicultural environment. > We value all those who serve our country and are proud to support military veterans and their families as they transition out of the military. SBA has earned the distinction of being a Military Friendly Employer and a Veteran Employer. We are proud to have veterans on our team – their integrity, work ethic, ability to adapt and strong teamwork skills blend well with the SBA core values. > SBA is a member of the Technology in Education working group created by the Inter-American Dialogue. The mission of the working group is to contribute to an ecosystem for educational innovation in Latin America, where actors from the public and private sectors collaborate effectively to generate and scale-up innovations in education. This partnership seeks to promote student learning by adopting digital technology, facilitating knowledge sharing among countries and actors in the region, and supporting policies for the use of education technology. > We are dedicated to Diversity, Equity and Inclusion (DEI) and have developed and implemented a diversity strategy designed to foster greater diversity and inclusion in our executive, management, workforce and talent recruitment over the long-term. Built on our established diversity practices and overall commitment to excellence, this strategy emphasizes the importance of education and targeted multi-cultural awareness. Our objective is to attract and retain talent that reflects the communities and markets we serve, allowing us to fulfill our mission to enable today’s and tomorrow’s connectivity and to benefit our shareholders, customers and communities. This strategy has yielded encouraging results: • For the past three years, women represented over 40% of our global workforce and promotions. • Over a third of our global team members identified as a racial or ethnic minority with more than a quarter holding management positions. • As of December 2020, 14% of global team members were under the age of 30, 57% were between 30-50 years old and 29% were over the age of 50. > At SBA, providing a safe and healthy work environment for the protection of our employees is paramount. The safety of our tower climbers has been a key focus of the company since it started in 1989. In 2013, we opened our internal facility “Tower U” which provides a rigorous safety certification program that is required for all our employed tower climbers. We provide a corporate culture that cultivates a strong commitment to safety and is reflective in our dedication to “Building Better Wireless®”. Our global total recordable incident rate (TRIR) during 2020 was 0.6, well below the industry standard of 2.5. |
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CORPORATE GOVERNANCE | | |
| | Philanthropy > Philanthropy remains an essential focus for SBA and we are proud of the impact our employees have in supporting their communities. We offer 16 hours of team and individual volunteer time off each year and match our employee charitable donations up to a certain amount per year. > Through companywide philanthropic initiatives, we support critical outreach efforts for tower industry foundations and military veterans. In their local communities, our employees engage in an array of activities: partnering with nonprofits to preserve the environment and wildlife, constructing affordable housing units, focusing on foster care, sheltering lost, homeless and unwanted animals and providing services and care for companion animals. > Our “Tower U” safety professionals offer tower rescue training to first responders because we recognize that the safety of these first responders is paramount to the communities in which we operate. |
Executive Compensation “No Fault” Recoupment or “Clawback” Policy Our Board has adopted the Executive Compensation Recoupment or “Clawback” Policy (the “Recoupment Policy”), which covers all our executive officers (the “Covered Officers”), and applies to incentive compensation paid or awarded from the 2014 fiscal year and onwards. Under the Recoupment Policy, in the event of (1) a restatement of SBA’s financial results due to the material noncompliance with any financial reporting requirement under the securities laws or (2) a determination by the Compensation Committee that a financial, operational or other metric upon which incentive-based compensation was paid or awarded was inaccurate, in either case regardless of fault, the Compensation Committee will review the impact, if any, of such events on the incentive compensation paid or awarded to the Covered Officers. If the Compensation Committee determines that a Covered Officer was paid or awarded more than he or she would have been paid or awarded absent the financial restatement or inaccurate performance metrics, then the Compensation Committee may, to the extent permitted by applicable law, seek to recover such excess compensation. This recovery may include repayment by the Covered Officer, forfeiture of unvested restricted stock units and unvested stock options, offset against any severance payable to such Covered Officer, and other legal or equitable remedies that might be available to SBA. Incentive-based compensation paid or awarded during the three years preceding any financial restatement or inaccurate performance metrics is subject to recoupment. Code of Ethics/Related Party Transactions/Insider Trading and Anti-Hedging The Board of Directors has adopted our Code of Ethics for Senior Financial Officers (“Code of Ethics”), our Code of Conduct for Directors, Officers and Employees (“Code of Conduct”) and our Statement of Policies and Procedures Governing Stock Trading in General and the Prevention of Insider Trading (“Insider Trading Policy”), each of which we periodically revise to reflect best corporate governance practices and changes in applicable rules. Code of Ethics. Our Code of Ethics sets forth standards of conduct applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer to promote honest and ethical conduct, proper disclosure in SBA’s periodic filings, and compliance with applicable laws, rules and regulations. Our Code of Ethics is available to view at our website, www.sbasite.com, under the Investor Relations – Corporate Governance section. We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within four business days following the date of the amendment or waiver. 24 SBA Communications Corporation| 2022 Proxy Statement
CORPORATE GOVERNANCE Code of Conduct/Related Party Transaction Policy. Our Code of Conduct requires directors, officers and all other employees to conduct themselves in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest. Our Code of Conduct generally requires (1) officers and directors to disclose any outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to the General Counsel and (2) employees to disclose any outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to their immediate supervisor. The General Counsel will determine if any such outside activities, financial interests or relationships constitute a conflict of interest and a related person transaction on a case-by-case basis and will promptly disclose such activities, interests or relationships to the appropriate Committee for their review and appropriate action, if necessary. It is our preference to avoid related person transactions generally. Under applicable Nasdaq Listing Standards, all related person transactions must be approved by our Audit Committee or another independent body of the Board of Directors. Current SEC rules define transactions with related persons to include any transaction, arrangement or relationship (1) in which SBA is a participant, (2) in which the amount involved exceeds $120,000, and (3) in which any executive officer, director, director nominee, beneficial owner of more than 5% of SBA’s Class A common stock, or any immediate family member of such persons has or will have a direct or indirect material interest. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. All related person transactions will be disclosed in our applicable SEC filings as required under SEC rules. No Related Party Transactions in 2021. Since January 1, 2021, we have not had any relationships or transactions with any of our executive officers, directors, beneficial owners of more than 5% of our Class A common stock or any immediate family member of such persons that were required to be reported pursuant to Item 404(a) of Regulation S-K. Insider Trading and Anti-Hedging Policy. Our Insider Trading Policy prohibits all directors, officers and employees from engaging in transactions in our common stock while in possession of material non-public information and restricts directors, officers and other “designated insiders” from engaging in most transactions involving our Class A common stock during periods, that we have determined, that those individuals are most likely to be aware of material, non-public information. Our Insider Trading Policy also prohibits any officer or director from entering into any transaction which has the effect of hedging or locking in the value of his or her stock holdings, such as zero-cost collars and forward sale contracts. Additionally, our Insider Trading Policy prohibits any officer, director or employee from, directly or indirectly, engaging in “short sales” of our Class A common stock or transactions involving trading activities which by their aggressive or speculative nature may give rise to an appearance of impropriety, including the purchase or writing of put or call options. Policies Regarding Political Contributions and Lobbying. Our Board of Directors has developed policies and procedures regarding political contributions and lobbying, which are set forth in our Code of Conduct and are reviewed annually by our Board of Directors. In accordance with this policy, we prohibit directors, officers or employees from making individual contributions with company funds, being reimbursed for any political contributions, coercing other directors, officers or employees to make contributions or, as part of any individual partisan political activities, stating or implying that they are speaking or acting on behalf of SBA. In those limited circumstances where SBA would be permitted to make a corporate political contribution under federal, state or local laws, our Board has delegated to the Chief Executive Officer the responsibility for providing prior authorization for any such contribution. However, in the past decade, SBA has not made any political contribution to a political campaign, election or referenda. With respect to lobbying activities, our Board of Directors’ approved policy and procedures provide that any corporate lobbying activities on behalf of SBA must be conducted only with the prior authorization of our Chief Executive Officer. Such activities must (1) comply with all lobbying laws and disclosure requirements, (2) be legal, ethical and consisted with our various policies, including our Anti-Corruption Compliance Policy, and (3) be related SBA Communications Corporation| 2022 Proxy Statement 25
CORPORATE GOVERNANCE to business activities being conducted by SBA at that time. Typically, these activities are conducted only through our activities organized by trade groups and associations or by our employees whose duties specifically contemplate such activities. Board Meetings During 2021, the Board of Directors held a total of 6 meetings. Each of our director nominees and continuing directors attended all of the Board meetings and meetings of the Committees on which they served during 2021. It is the policy of the Board of Directors to encourage its members to attend SBA’s Annual Meeting of Shareholders. All members of the Board of Directors in 2021 were present at SBA’s 2021 Annual Meeting of Shareholders. Board Committees The Board has three standing Committees: the Audit Committee, the Compensation Committee and the NCG Committee. Copies of the Committee charters of each of the Audit Committee, the Compensation Committee and the NCG Committee setting forth the respective responsibilities of the Committees can be found under the Investor Relations – Corporate Governance section of our website at www.sbasite.com, and such information is also available in print to any shareholder who requests it through our Investor Relations department. Each of the Committees reviews, and revises if necessary, its respective charter not less than annually. Audit Committee Number of Meetings in 2021: 6 Responsibilities. The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. In doing so, it establishes our audit policies, evaluates the independence of and selects our independent auditors, and oversees the engagement of our independent auditors. The Audit Committee maintains free and open means of communication between our directors, management and the independent auditors. The Audit Committee also oversees the performance of our internal audit function, develops controls to insure the integrity of our financial statements and the quality of disclosure, and monitors our compliance with legal and regulatory requirements. The Audit Committee is also responsible for monitoring the effectiveness of our information system, cybersecurity and data privacy controls. In connection with such responsibilities, the Audit Committee receives quarterly reports from our Senior Vice President and Chief Information Officer. The Audit Committee Chair reports on Audit Committee actions and recommendations at Board of Director meetings. Independence and Financial Expertise. The Board of Directors has determined that each member of the Audit Committee meets the independence requirements under the Nasdaq Listing Standards and the enhanced independence standards for audit committee members required by the SEC. In addition, the Board of Directors has determined that each of Messrs. Beebe, Cocroft and Johnson meets the requirements of an audit committee financial expert under SEC rules. For information regarding the business experience of the members of the Audit Committee, see “Proposal 1 – Election of Directors.” 26 SBA Communications Corporation| 2022 Proxy Statement
CORPORATE GOVERNANCE Compensation Committee Number of Meetings in 2021: 5 Responsibilities. The Compensation Committee establishes salaries, incentives and other forms of compensation for our Chief Executive Officer, each of our executive officers (our Executive Vice Presidents) and our Chief Accounting Officer (collectively, the “Officer Group”), the terms of any employment agreements with the Officer Group and the compensation for our directors. In addition, the Compensation Committee administers our equity-based compensation plans, including awards under such plans, and our Stock Ownership Guidelines. The Compensation Committee also oversees and administers our Executive Compensation Recoupment Policy. The Compensation Committee also reviews the results of any advisory shareholder votes on executive compensation and considers whether to recommend adjustments to our executive compensation policies and practices as a result of such votes. The Compensation Committee Chair reports on Compensation Committee actions and recommendations at Board of Director meetings. Role of Compensation Consultants and Advisors. The Compensation Committee has the authority, pursuant to its charter, to engage the services of outside legal or other experts and advisors as it in its sole discretion deems necessary and appropriate to assist the Compensation Committee in fulfilling its duties and responsibilities. For 2021, the Compensation Committee selected and retained F.W. Cook & Co., Inc. (“FW Cook”), an independent compensation consulting firm, and instructed FW Cook to provide the Compensation Committee with a review of competitive market data for each member of the Officer Group, and to work directly with the Compensation Committee to prepare proposals for 2021 executive compensation and director compensation. FW Cook also assisted with structuring our performance-based equity award program and the 2021 Performance and Equity Incentive Plan. In addition, in 2021 the Compensation Committee selected and retained Norton Rose Fulbright (“Norton Rose”), a law firm which provides legal advice on compensation issues. Neither FW Cook nor Norton Rose performed any services for us other than their services to the Compensation Committee. We believe that the use of independent consultants provides additional assurance that our programs are reasonable and consistent with our objectives. The Compensation Committee reviewed the independence of each of FW Cook and Norton Rose in light of the SEC rules and the Nasdaq Listing Standards regarding compensation consultants and has concluded that neither FW Cook’s work nor Norton Rose’s work for the Compensation Committee during 2021 raised any conflict of interest and that each of FW Cook and Norton Rose is independent. Role of Management and Delegation of Authority. As more fully discussed under “Compensation Discussion and Analysis – Evaluating Compensation Program Design and Relative Competitive Position,” our CEO provides the Compensation Committee with (1) evaluations of each named executive officer, including himself, and (2) recommendations regarding base salary levels for the upcoming year for each named executive officer (other than himself), an evaluation of the extent to which the named executive officer met his annual incentive plan bonus target, and the aggregate total long-term incentive value that each named executive officer (other than himself) should receive. Our CEO typically attends all regularly-scheduled Compensation Committee meetings to assist the Compensation Committee in its discussion and analysis of the various agenda items, and is generally excused from the meetings as appropriate, including for discussions regarding his own compensation. The Compensation Committee may delegate to SBA’s management the authority to administer incentive compensation and benefit plans provided for employees, as it deems appropriate and to the extent permitted by applicable laws, rules, regulations and Nasdaq Listing Standards. Independence. The Board reviewed the background, experience and independence of the Compensation Committee members based primarily on the directors’ responses to questions relating to their relationships, background and experience. Based on this review, the Board determined that each member of the Compensation Committee meets the independence requirements of the Nasdaq Listing Standards, including the heightened independence requirements specific to compensation committee members. SBA Communications Corporation| 2022 Proxy Statement 27
CORPORATE GOVERNANCE Compensation Committee Interlocks and Insider Participation. During 2021, Ms. Chan and Messrs. Beebe, Cocroft and Langer served as members of the Compensation Committee, and none of these directors is or has been an officer or employee of SBA. During 2021, none of our executive officers served as a director of another entity, one of whose executive officers served on the Compensation Committee, and none of our executive officers served as a member of the compensation committee of another entity, whose executive officers served as a member of our Board. There were no transactions during the 2021 fiscal year between SBA and any of the directors who served as members of the Compensation Committee for any part of the 2021 fiscal year that would require disclosure by SBA under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. Nominating and Corporate Governance Committee Number of Meetings in 2021: 5 Responsibilities. The NCG Committee (1) solicits, considers, recommends and nominates candidates to serve on the Board under criteria adopted by it from time to time; (2) nominates the Lead Independent Director in the event the Chair is not an independent director; (3) recommends to the Board whether to accept or reject the resignation tendered by a director who failed to receive a majority of votes cast in any uncontested re-election; (4) advises the Board with respect to Board composition and procedures and Committee composition, function, structure, procedures and charters; (5) oversees periodic evaluations of the Board, the Committees and directors, including establishing criteria to be used in connection with such evaluations; (6) reviews and reports to the Board on a periodic basis with regard to matters of corporate governance; (7) develops and reviews succession planning for Board members and executive officers; and (8) has oversight of our ESG initiatives and reporting, including our corporate sustainability report. The NCG Committee also considers and recommends to the Board the approval of any waivers to SBA’s Code of Conduct (as defined below) for a director or executive officer. The NCG Committee Chair reports on NCG Committee actions and recommendations at Board of Director meetings. Consideration of Director Nominees. The NCG Committee considers possible candidates for nominees for directors from many sources, including management and shareholders. The NCG Committee evaluates the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the NCG Committee, in accordance with the Criteria for Nomination to the Board of Directors, which is attached as Annex A to the NCG Committee charter. The NCG Committee Charter requires, and the Criteria for Nomination provides, that, when considering nominees for the Board, the NCG Committee should seek to provide a diversity and balance among directors of race, gender, geography, thought, viewpoints, background, skills, experience and expertise. The Criteria for Nomination to the Board of Directors contains the following requirements, among others, for suitability: | > | | high ethical character and a reputation that is consistent with SBA’s reputation; |
| > | | current or prior experience as a CEO, President or CFO of a public company or leading a complex organization; |
| > | | relevant expertise and experience; |
| > | | the number of other boards (and their committees) on which a candidate serves; |
| > | | the ability to exercise sound business judgment; and |
| > | | the lack of material relationships with competitors or other third parties that could present realistic possibilities of conflict of interest or legal issues. |
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CORPORATE GOVERNANCE The NCG Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to SBA’s business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the NCG Committee or the Board decides not to re-nominate a member for re-election, the NCG Committee identifies the desired skills and experience of a new nominee in light of the Criteria for Nomination. Current members of the NCG Committee and Board are polled for suggestions as to individuals meeting the Criteria for Nomination of the NCG Committee. From time to time, the NCG Committee has engaged, and may in the future engage, the services of executive search firms to assist the NCG Committee and the Board of Directors in identifying and evaluating potential director candidates. The NCG Committee Charter requires that any search firm retained to assist the NCG Committee in seeking candidates for the Board be instructed to seek to include diverse candidates in terms of the Criteria for Nomination from, among other areas, the traditional corporate environment, government, academia, private enterprise, non-profit organizations, and professions such as accounting, finance, marketing, human resources, and legal services. Shareholder Nominations of Director Candidates. Our Bylaws permit an eligible shareholder or group of eligible shareholders of any size to nominate up to 25% of our board of directors for inclusion in our proxy statement if they have continuously owned at least 3% of our Class A common stock for at least three years. However, candidates who were previously nominated by shareholders for any of the two most recent annual meetings and who received less than 20% of the total votes cast at any of those annual meetings are not eligible to be nominated utilizing the proxy access provisions. Shareholders who wish to nominate directors for inclusion in our proxy statement or directly at an annual meeting in accordance with the procedures in our Bylaws should follow the instructions under “Shareholder Proposals and Director Nominations” in this proxy statement. Director Compensation General. The Board maintains a compensation arrangement for the non-employee directors of the Board. The Board compensation arrangement is comprised of the following types and levels of compensation: | • | | Initial Equity Grant.Initial Equity Grant. Each newly elected independent director, defined as a director who is a non-employee director pursuant to Rule 16b-3 Each newly elected independent director, defined as a director who is a non-employee director pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at the time of such initial election, is entitled to receive a grant of non-qualified stock options. These options vest and become exercisable in equal annual installments over a period of years following the grant date so long as the director continues to serve as a member of our Board of Directors. Mr. Johnson received an initial equity grant of non-qualified stock options. Newly elected directors are entitled to receive a grant of non-qualified stock options to purchase 10,000 shares of Class A common stock with a per share exercise price equal to the fair market value per share of such stock at the grant date. These options vest and become exercisable in equal annual installments on each of the first five anniversaries of the grant date so long as the director continues to serve as a member of our Board of Directors. |
| • | | Annual Equity Grant. At each annual meeting, non-employee directors receive an equity grant with an aggregate grant date value of $135,000. The annual equity grant tonon-employee directors is comprised of two-thirds restricted stock units and one-third stock options. The aggregate grant date value is calculated in accordance with FASB ASC Topic 718, except that the stock price used in the calculation will be a derived price equal to the average closing price of our Class A common stock in the two calendar months of March and April and exclude the estimated impact of assumed forfeitures. The restricted stock units and stock options vest and become exercisable on the first, second and third year anniversary of their grant. In addition to the acceleration provisions provided under the relevant equity plan, annual equity grants to directors immediately vest if a director resigns from the board of directors, provided the director has completed three full years of service as a director prior to the effective date of such resignation. |
Pursuant to this policy, on May 21, 2015, each non-employee director of the Board was granted 747 restricted stock units, which represents a contingent right to receive 747 shares of Class A common stock. In addition, on May 21, 2015, each non-employee director of the Board was granted stock options to purchase 1,899 shares of Class A common stock with anon March 28, 2022, the effective date of his appointment to the Board. The options have a per share exercise price of $113.55equal to the fair market value per share the closing price of theshares of Class A common stock at the grant date and will vest and become exercisable in equal annual installments on May 21, 2015.each of the first five anniversaries of the grant date so long as the director continues to serve as a member of our Board of Directors.
Annual Equity Grant. At each annual meeting, non-employee directors receive an equity grant in the form of restricted stock units. For 2021, the equity grant had an aggregate grant date value of $170,000. The aggregate grant date value is calculated in accordance with FASB ASC Topic 718, except that the stock price used in the calculation will be a derived price equal to the average closing price of our Class A common stock in the two calendar months of March and April. The restricted stock units and stock options vest and become exercisable on the first, second and third year anniversaries of their grant. In addition to the acceleration provisions provided under the relevant equity plan, annual equity grants to directors immediately vest if a director resigns from the board of directors, provided the director has completed three full years of service as a director prior to the effective date of such resignation. SBA Communications Corporation| 2022 Proxy Statement 29
CORPORATE GOVERNANCE Pursuant to this policy, on May 13, 2021, each non-employee director of the Board was granted 619 restricted stock units, which represents a contingent right to receive an equal number of shares of Class A common stock. The restricted stock units vest and become exercisable in three equal annual installments on May 1 of 2022, 2023, and 2024. Retainer and Fees Paid in Cash. For 2021, each non-employee director was entitled to an annual cash retainer of $95,000. In addition, the anniversaryChair of the grant date orBoard was entitled to an additional annual retainer of $110,000. The Lead Independent Director was entitled to an additional retainer of $25,000, and the day immediately priorChairs of the Audit Committee, the Compensation Committee and the NCG Committee were entitled to the annual meetingan additional retainer of shareholders in each of 2016, 2017$25,000, $25,000 and 2018. | • | | Retainer and Fees Paid in Cash.$25,000, respectively. Non-employee Each non-employee director is entitled to receive an annual retainer of $75,000 payable in cash for service as a director. The Chair of the Board and the lead independent director are entitled to an additional retainer of $25,000, while the Chairs of the Audit Committee, the Compensation Committee and the NCG Committee are entitled to an additional retainer of $20,000, $15,000 and $10,000, respectively. Non-employee directors are also reimbursed for incidental expenses associated with each Board of Directors and/or Committee meeting. Other than the Chair of each of the Committees, directors who serve on any of the Committees of the Board of Directors described above do not receive any additional compensation for their services as a Committee member. |
During 2015, each of Messrs. Beebe, Bernstein, Carr, Cocroft, Krouse and Langer received the annual cash compensation for his service as a director and Ms. Chan received a prorated portion of such compensation. Additionally, Mr. Cocroft received the annual cash compensation for his service as Audit Committee Chair, Mr. Langer received the annual
22 SBA Communications Corporation | 2016 Proxy Statement
CORPORATE GOVERNANCE
cash compensation for his service as Compensation Committee Chair and as lead independent director, Mr. Krouse received the annual cash compensation for his service as NCG Committee Chair, and Mr. Bernstein received the annual cash compensation for his service as Chair of the Board. Directors who are employees do not receive any additional compensation for their services as a director.
The following table sets forth information regarding the compensation of our non-employee directors for 2015.2021. Mr. Stoops, our Chief Executive Officer and President, is omitted from the table as he does not receive any additional compensation for his services as a director. For more information on Mr. Stoops’ compensation, see “Executive Compensation” beginning on page 54. | | Name | | Fees Earned or
Paid in Cash
($) | | Stock Awards
($)(1)(2) | | Option Awards
($)(1)(2) | | Total ($) | | | Fees Earned or
Paid in Cash
($) | | | Restricted
Stock Units
($)(1)(2) | | | Total
($) | | | Steven E. Bernstein | | $ | 100,000 | | | $ | 84,822 | | | $ | 42,792 | | | $ | 227,614 | | | | $194,801 (3) | | | | $175,282 | | | | $370,083 | | | Kevin L. Beebe | | | 75,000 | | | | 84,822 | | | | 42,792 | | | | 202,614 | | | | 95,000 | | | | 175,282 | | | | 270,282 | | Brian C. Carr | | | 75,000 | | | | 84,822 | | | | 42,792 | | | | 202,614 | | | | Duncan H. Cocroft | | | 95,000 | | | | 84,822 | | | | 42,792 | | | | 222,614 | | | | 117,917 (4) | | | | 175,282 | | | | 293,199 | | | George R. Krouse, Jr. | | | 85,000 | | | | 84,822 | | | | 42,792 | | | | 212,614 | | | | 113,750 (5) | | | | 175,282 | | | | 289,032 | | | Mary S. Chan | | | 50,000 | (3) | | | 84,822 | | | | 272,652 | (4) | | | 407,474 | | | | 95,000 | | | | 175,282 | | | | 270,282 | | | Jack Langer | | | 115,000 | | | | 84,822 | | | | 42,792 | | | | 242,614 | | | | 140,833 (6) | | | | 175,282 | | | | 316,115 | | | | | | | | | | | | Fidelma Russo | | | | 95,000 | | | | 175,282 | | | | 270,282 | |
| (1) | Grants of restricted stock units and stock options were made on May 21, 2015,13, 2021 in connection with the annual grant discussed above. The amounts in the “Stock Awards” column and the “Option Awards” column reflect the aggregate grant date fair value of awards for the fiscal year ended December 31, 2015 computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the fiscal 20152021 grants, refer to Note 14 in13 to our financial statements for the year ended December 31, 2015,2021, which isare included in our Annual Report on Form 10-K filed with the SEC. |
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CORPORATE GOVERNANCE | (2) | The following table sets forth the aggregate number of restricted stock units and unexercised stock options outstanding at December 31, 20152021 for each of our non-employee directors. |
| | | Name | | Aggregate Number of
Restricted Stock Units
Outstanding at December 31, 2015 | | Aggregate Number of
Unexercised Stock Options
Outstanding at December 31, 2015 | | | Aggregate Number of
Restricted Stock Units
Outstanding at
December 31, 2021 | | Aggregate Number of
Unexercised Stock Options
Outstanding at
December 31, 2021 | | | | | Steven E. Bernstein | | | 1,700 | | | | 31,174 | | | 1,182 | | 9,096 | | | | | Kevin L. Beebe | | | 1,700 | | | | 21,800 | | | 1,182 | | 9,096 | Brian C. Carr | | | 1,526 | | | | 5,374 | | | | | | | Mary S. Chan | | | 747 | | | | 11,899 | | | 1,182 | | 4,889 | | | | | Duncan H. Cocroft | | | 1,700 | | | | 21,174 | | | 1,182 | | 9.096 | | | | | George R. Krouse, Jr. | | | 1,700 | | | | 14,767 | | | 1,182 | | 501 | | | | | Jack Langer | | | 1,700 | | | | 9,767 | | | 1,182 | | 9,096 | | | | | Fidelma Russo | | | 999 | | 10,000 |
| (3) | Represents the pro rata 2015Includes additional annual retainer received by Ms. Chan from May 1, 2015,for service as Chair of the effective date of her appointment to the Board. |
| (4) | Includes 10,000 options Ms. Chan receivedadditional annual retainer for service as her initial grant on the effective date of her appointment to the Board.Audit Committee Chair. |
| (5) | Includes additional annual retainer for service as NCG Committee Chair. |
| (6) | Includes additional annual retainers for service as Compensation Committee Chair and Lead Independent Director. |
Mr. Johnson was appointed to the Board of Directors, effective March 28, 2022. Consequently, he has been omitted from the table above as he was not a director and therefore did not receive any compensation in 2021. Effective on March 28, 2022, Mr. Johnson received an initial equity grant of non-qualified options to purchase 10,000 shares of Class A common stock, as described above under the heading “– Initial Equity Grant”. SBA Communications Corporation | 20162022 Proxy Statement 2331
EXECUTIVE OFFICERS Set forth below is certain information relating to our current executive officers and key employees. Biographical information with respect to Mr. Stoops is set forth above under “Proposal 1 – Election of Directors.” | | | | | | | | | Name | | Age | | Position | | | | | Executive Officers | | Jeffrey A. Stoops
| | 57 | | | | | Jeffrey A. Stoops | | 63 | | President and Chief Executive Officer | | | | | Brendan T. Cavanagh | | 4450 | | Executive Vice President and Chief Financial Officer | | | | | Kurt L. Bagwell | | 5157 | | Executive Vice President and President – International | | | | | Mark R. Ciarfella | | 5056 | | Executive Vice President – Operations | | | | | Thomas P. Hunt | | 5864 | | Executive Vice President, Chief Administrative Officer and General Counsel | | | | | Dipan D. Patel | | 48 | | Executive Vice President – Strategy, Technology and New Business Initiatives | | | | | Jason V. Silberstein | | 4753 | | Executive Vice President – Site Leasing | | | | | Key Employees | | Brian D. Lazarus
| | 44 | | | | | Brian D. Lazarus | | 50 | | Senior Vice President and Chief Accounting Officer | Jorge Grau
| | 53 | | Brian Allen | | 54 | | Senior Vice President – Site Leasing | | | | | Richard Cane | | 57 | | Senior Vice President – International Operations | | | | | Donald Day | | 44 | | Senior Vice President – Services | | | | | Michelle Eisner | | 61 | | Senior Vice President and Chief Human Resources Officer | | | | | Jorge Grau | | 59 | | Senior Vice President and Chief Information Officer | | | | | Larry Harris | | 53 | | Senior Vice President – U.S. Business Development | | | | | Joshua Koenig | | 42 | | Senior Vice President, Legal – International | | | | | David Porte | | 58 | | Senior Vice President – International Strategy & Business Development | | | | | Neil H. Seidman | | 4955 | | Senior Vice President – Mergers and Acquisitions |
Brendan T. Cavanagh, CPACPA,, has served as our Executive Vice President since January 2014 and Chief Financial Officer since September 2008. Prior to serving as Executive Vice President, from September 2008 to December 2013, Mr. Cavanagh served as our Senior Vice President. Mr. Cavanagh joined SBA in 1998 and has held various positions, including serving as Vice President and Chief Accounting Officer from June 2004 to September 2008 and Vice President – Site Administration from January 2003 to June 2004. Prior to joining us, Mr. Cavanagh was a senior accountant with Arthur Andersen LLP. Kurt L. Bagwellhas served as our Executive Vice President and President – International since January 2014. From October 2010 to December 2013, Mr. Bagwell served as our Senior Vice President and President – International. Mr. Bagwell joined SBA in February 2001 as Vice President of Network Services and served as our Senior Vice President and Chief Operating Officer from January 2002 to October 2010. Prior to joining us, Mr. Bagwell served as Vice President – Site Development for Sprint PCS. Mark R. Ciarfellahas served as our Executive Vice President – Operations since January 2014. From October 2010 to December 2013, Mr. Ciarfella served as our Senior Vice President – Operations. Mr. CiarfellaHe joined SBA in July 2007 as our Vice President – Tower Development. From 1997 to 2007, Mr. Ciarfella was the co-owner of a 32 SBA Communications Corporation| 2022 Proxy Statement
EXECUTIVE OFFICERS AND KEY EMPLOYEES Florida based site development services company that provided site acquisition, zoning, construction management and program management services to the wireless telecommunication industry and was a partner in a communication tower company that specialized in building towers in the State of Florida. Mr. Ciarfella also has more than 1420 years of experience in the wireless telecommunication industry working directly with PrimeCo Personal Communications and as a consultant for multiple other carriers. Thomas P. Hunt has served as our Executive Vice President since January 2014, General Counsel since September 2000 and Chief Administrative Officer since May 2007. Prior to serving as Executive Vice President, from September 2000 to December 2013, Mr. Hunt served as our Senior Vice 24 SBA Communications Corporation| 2016 Proxy Statement
EXECUTIVE OFFICERS
President. Prior to joining SBA, Mr. Hunt was a partner with Gunster, Yoakley & Stewart, P.A., a South Florida law firm, where he practiced for 16 years in the corporate and real estate areas. Mr. Hunt is a member of the Florida Bar. Dipan D. Patel, PhD, joined SBA in February 2019 as our Executive Vice President – Strategy, Technology and New Business Initiatives. Prior to joining SBA, Mr. Patel served as Vice President, New Growth & Development at Cox Communications, a national cable television and broadband services provider, where he joined in May 2012 as Executive Director. Prior to Cox Communications, Mr. Patel served as a Partner in the Communications, Media and Technology practice at Accenture plc, a global management consulting and professional services firm, from December 2003 to May 2012. Jason V. Silberstein has served as our Executive Vice President – Site Leasing since January 2014. From February 2009 to December 2013, Mr. Silberstein served as our Senior Vice President – Property Management. Mr. Silberstein joined SBA in 1994 and has held various positions with us, including Vice President – Property Management from April 2000 to February 2009. Below is a summary of the business experience of each of our key employees. Brian D. Lazarus, CPA, has served as our Senior Vice President since January 2014 and Chief Accounting Officer since September 2008. Prior to serving as Senior Vice President, from September 2008 to December 2013, Mr. Lazarus served as our Vice President. Mr. Lazarus joined SBA in October 2006 and served as SBA’s Controller from October 2006 to September 2008. Prior to joining SBA, Mr. Lazarus was the Corporate Controller for AllianceCare, a privately owned multi-state health care organization, from December 2003 until October 2006. Mr. Lazarus previously was a Senior Audit Manager with Ernst & Young LLP and spent six years with KPMG LLP. Brian Allen has served as our Senior Vice President of Site Leasing since January of 2014. Prior to serving as our Senior Vice President, from July 2011 to December 2013, Mr. Allen served as our Vice President. Mr. Allen originally joined SBA in January 1992, and has served in a variety of roles, including Project Director, Area Director and General Manager. In addition to his service at SBA, he served as a Business Development Manager for TowerCo, an independent wireless tower company, and as an independent consultant providing site development services to wireless service providers and public utility companies. Richard Cane has served as our Senior Vice President – International Operations since November 2019. Prior to joining SBA, from August 2017 to November 2019, Mr. Cane was a Principal at Smart Aerial Solutions, where he advised municipalities and multiple start-ups to develop businesses related to 5G and mmW antenna communications, intelligent transport systems, wireline network transformations, fiber broadband, and smart cities. From August 2012 to August 2017, Mr. Cane served in a variety of senior roles at Ericsson, supporting managed services and field operations in North America. Mr. Cane also previously served as a senior executive for several wireless network operators including as Chief Operating Officer for Woosh Wireless in New Zealand, Chief Technical Officer for Bell Atlantic International/Grupo Iusacell in Mexico and Chief Operating Officer for PrimeCo Personal Communications in Chicago. SBA Communications Corporation| 2022 Proxy Statement 33
EXECUTIVE OFFICERS AND KEY EMPLOYEES Donald Day has served as our Senior Vice President – Services since May 2018. Mr. Day joined SBA in May 2011 as the North Regional Vice President and was promoted to Vice President – Services in January 2013. Prior to joining SBA, Mr. Day was a Vice President at General Dynamics, a defense industry contractor, where he was responsible for managing the market and budget objectives of wireless deployment teams throughout the United States and served from January 2004 to May 2011. Prior to General Dynamics, Mr. Day served from March 2003 to January 2004 in a variety of roles at DWCC, Inc., a wireless services company, and from August 2000 to March 2003 in a variety of roles at Crown Castle International, an owner of wireless communications infrastructure. Prior to that, Mr. Day served in the United States Army for 4 years. Michelle Eisner joined SBA in October 2018 as our Senior Vice President and Chief Human Resources Officer. Prior to joining SBA, Ms. Eisner spent 17 years at Hollander Sleep Products, LLC, a manufacturer of pillows and mattress pads in North America, progressing from Director of Human Resources to Chief Human Resources and Talent Officer since she joined in 2002. Prior to Hollander Sleep Products, Ms. Eisner served as Senior Vice President Human Resources at Tyson Foods, a multinational protein-focused food company she joined in 2000. Jorge Grauhas served as our Senior Vice President since January 2014 and Chief Information Officer since January 2006. Prior to serving as our Senior Vice President, from January 2006 to December 2013, Mr. Grau served as our Vice President. Mr. Grau joined SBA in August 2003 as the Vice President of Information Technology. Prior to joining SBA, from July 2002 through August 2003, Mr. Grau was Director of Information Technology for Vision Care Holdings and, from August 1989 to May 2002, Mr. Grau served as Chief Information Officer of Bentley’s Luggage Corporation. Larry Harris has served as our Senior Vice President – U.S. Business Development since February 2019. From January 2009 to February 2019, Mr. Harris served as our Vice President – Mergers and Acquisitions. Mr. Harris joined SBA in March 1995 as a Site Selection Specialist and has since served in a variety of roles of increasing responsibility. Joshua Koenig has served as our Senior Vice President, Legal – International since May 2021. Prior to that, from April 2015 to May 2021, Mr. Koenig served as our Vice President and Associate General Counsel – International. Mr. Koenig joined SBA in January 2010 and served as its Corporate Counsel – Finance and Compliance from January 2010 to April 2015. Prior to joining us, Mr. Koenig was an associate with the law firm of Simpson Thacher & Bartlett, specializing in corporate and financing transactions. Mr. Koenig is a member of the New York Bar and authorized house counsel in Florida. David Porte has served as our Senior Vice President of International Strategy and Business Development since May 2018 having joined SBA as Vice President of International in May 2013. Prior to joining SBA, Mr. Porte was Chief Operating Officer of Lightbridge Communications Corporation, a privately owned international wireless services company, since its May 2010 acquisition of Wireless Facilities, Inc., for which Mr. Porte had served as Chief Executive Officer since May 2008. Mr. Porte previously held senior executive roles with American Tower Corp., an owner of wireless communications infrastructure, and Crown Castle. Neil H. Seidman has served SBA in merger and acquisition activity since June 1997. From June 1997 to December 2001, Mr. Seidman served as our Director of Acquisitions and Associate General Counsel. From January 2002 to December 2008, Mr. Seidman served as our primary outside mergers and acquisitions counsel as a partner in the law firm of Seidman, Prewitt, DiBello & Lopez, P.A. OnIn January 1, 2009, Mr. Seidman rejoined SBA as our Vice President – Mergers and Acquisitions. Since January 2014, Mr. Seidman has served as our Senior Vice President – Mergers and Acquisitions. Mr. Seidman is a member of the Florida, New York, Maryland and Washington D.C. bars. 34 SBA Communications Corporation | 20162022 Proxy Statement 25
COMPENSATION DISCUSSION AND ANALYSIS Introduction This Compensation Discussion and Analysis is designed to provide our shareholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the 2015 compensation of our named executive officers, or NEOs. As discussed in Proposal 3 on page 58, we are conducting a Say on Pay vote this year that requests your approval, on an advisory basis, of the compensation of our named executive officers as described in this section and in the tables and accompanying narrative contained in “Executive Compensation.” As part of that vote, you should review our compensation philosophies, the design of our executive compensation programs and how, we believe, these programs have contributed to the strong financial performance that SBA has provided to shareholders over the long term.
Our named executive officers are those executive officers listed below: | | | | | | Jeffrey A. Stoops | | President and Chief Executive Officer | | | | Brendan T. Cavanagh | | Executive Vice President and Chief Financial Officer | | | | Kurt L. Bagwell | | Executive Vice President and President, International | | | | Thomas P. Hunt | | Executive Vice President, Chief Administrative Officer and General Counsel | | | | Jason V. Silberstein | | Executive Vice President, Site Leasing |
SBA Communications Corporation| 2022 Proxy Statement 35
Executive SummaryCOMPENSATION DISCUSSION AND ANALYSIS > EXECUTIVE SUMMARY
We pay for performanceExecutive Summary
.We Have Delivered Strong Shareholder Value-Creating Results
Our primary focus is the creation of shareholder value. We take a long-term view of our business, and we believe that growth in AFFO per share has the greatest impact on shareholder value creation. This metric underscores the strength of our business and long-term recurring cash flow potential of SBA. In order to maximize growth in AFFO per share, during the past five years we have focused on Adjusted EBITDA growth, same-tower organic growth, margin enhancements, portfolio growth on attractive terms, optimizing our capital structure, and a disciplined approach to capital allocation. The following graphs illustrate our strong performance over the past five years. | | | | Tower Cash Flow and Margin(1) | | Annualized Adjusted EBITDA and Margin(1)(2) | | |  | |  | | | |
| | | | AFFO Per Share(1) | | Return on Invested Capital(1) | | |  | |  | | | |
| (1) | See Appendix A for reconciliation of non-GAAP metrics. |
| (2) | Annualized Adjusted EBITDA for the fourth quarter-ended. |
36 SBA Communications Corporation| 2022 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS > EXECUTIVE SUMMARY We believe that these financial results have resulted in our delivery of significant long-term shareholder value, reflected through our TSR growth of 283% over a five-year period compared to increases in TSR of 133% for the S&P 500, 80% for the FTSE NAREIT All Equity REITS Index and 134% for our 2021 Compensation Peer Group over that same five-year period. 
COVID-19 Response As the COVID-19 pandemic continued to evolve over the past year, we continued to focus on two key priorities—the health and safety of our team members and helping our customers continue to deliver the communications necessary to keep people connected to work and to each other. We proudly supported our local communities’ COVID-19 response and relief efforts. In preparation for a safe return to work, we invested in upgrades to our offices to improve air quality and allow for greater social distancing. Furthermore, we did not implement any workforce furloughs or pay reductions. Our Executive Compensation Is Linked to 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 NEOThe compensation of our named executive officers, or NEOs, for 20152021 reflects this commitment. Our executives’ compensation for 2015 consisted of a base salary, an annual incentive bonus and long-term equity awards that vest over a four-year period. For 2015, 90%2021, 91% of our CEO’s target total compensation and an average of 84%87% of our other NEOs’ target total compensation was performance-based or equity-based.
| | | | | | | | | CEO TARGET TOTAL COMPENSATION IN 2015
| | AVERAGE OF OTHER NEOs TARGET TOTAL COMPENSATION IN 2015 |
As a result, our executives only recognize value approaching their target compensation when our shareholders have enjoyed value creation. 26
SBA Communications Corporation | 20162022 Proxy Statement 37
COMPENSATION DISCUSSION AND ANALYSIS > EXECUTIVE SUMMARY We do not provide pension, supplemental retirement benefits or material perquisites to our executives as they are not tied to performance. Consequently, “All Other Compensation” constitutes less than 0.25% of the total compensation paid during 2015 to our CEO and the average of our other NEOs’ compensation.
Our performance metrics drive shareholder value.Performance Metrics Drive Shareholder Value We reward financial, operational and qualitative corporate metrics that we believe will drive long-term shareholder value appreciation. For 2015,2021, our annual incentive bonus for our CEO and each of our NEOs was based:was: 50% on SBA achieving target Annualized Adjusted EBITDA (25% in the case of Mr. Silberstein), and
50% (75% in the case of Mr. Silberstein) on SBA’s achievement of selected financial, operational and qualitative metrics and a subjective analysis of the contribution of such executive towards the attainment of such metrics. For 2015, these metrics included (i) AFFO Per Share, (ii) domestic and international tower acquisitions and ground lease extensions and acquisitions, (iii) leasing results on owned towers, (iv) the financial and operational performance of SBA’s international operations, (v) the smooth and efficient integration of acquired towers and the resulting realization of synergies, (vi) SBA’s managed business performance, (vii) successful refinancing and balance sheet initiatives, (viii) compliance and audit results, (ix) institutional contribution, including cross-departmental collaboration, succession planning and improved business processes and communications, (x) establishment of operations in new international markets and (xi) executive performance. Based on his responsibilities, each NEO was assigned five to six of these financial, operational or qualitative metrics upon which he was evaluated.
We achieved solid financial and operational performance in 2015. In 2015, our target corporate financial metrics were set at or above our 2014 results.
| | | | | | | | (dollars in millions except AFFO Per Share) | | 2014 Results | | 2015 Budget
Guidance(2) | | 2015 Results(2) | Annualized Adjusted EBITDA(1) | | $1,072 | | $1,129(3) | | $1,134 | AFFO Per Share(1) | | $5.23 | | $5.67(3) | | $5.88 | Site Leasing Revenue | | $1,360 | | $1,498(4) | | $1,481 | Tower Cash Flow(1) | | $1,038 | | $1,145(4) | | $1,141 | Tower Portfolio Growth | | 21% | | 5%-10%(4) | | 5% |
(1) | > | | 30% based on the performance level of Annualized Adjusted EBITDA AFFO Per Share and Tower Cash Flow are non-GAAP financial measures. Please see Exhibit A of this proxy statement for a reconciliation of such measures.achieved; |
(2) | Annualized Adjusted EBITDA and AFFO Per Share were calculated on a constant currency basis> | | 30% based on the budgeted exchange rates for purposesperformance level of determining compensation.AFFO per share achieved; and |
(3) | > | | 40% based on an evaluation of the extent to which SBA met selected financial, operational and qualitative metrics and a subjective analysis of the contribution that each NEO made in the attainment of such metric. For 2021, these metrics included financial and operational metrics such as (i) tower acquisitions and ground lease purchases and extensions, (ii) leasing results on owned towers, (iii) the financial and operational performance of SBA’s international operations, and (iv) total cash selling, general and administrative costs as a percentage of total cash revenue, and qualitative metrics such as (1) institutional contribution, including cross-departmental collaboration, succession planning, improved diversity, equity and inclusion (DEI) statistics, leadership and personnel development, and improved business processes and communications, and (2) executive performance, which includes numerous areas of focus, based on the executive, including regulatory compliance, expansion and integration activities, new business initiatives, sustainability initiatives, audit results and capital allocation. Based on budget performance level. |
(4) | Based on the midpointhis responsibilities, each NEO was assigned three to four of guidance provided on February 26, 2015.these financial, operational or qualitative metrics upon which he was evaluated. |
During 2015, we delivered solid operational resultsOur Executive Compensation Program is Responsive to Shareholders
We believe that shareholder engagement remains a key driver of our continued success. We engaged with our shareholders on a reportedregular basis growing Site Leasing Revenuethrough our active engagement program led by 8.9%, Tower Cash Flowmanagement and our Board of Directors. Through our engagement, we solicit shareholder views on matters including business strategy, corporate governance, executive compensation, environmental and social initiatives, and other important topics. 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. Historically, our shareholders have overwhelmingly supported our executive compensation program, which received the support of 96% of the votes cast at our 2021 Annual Meeting of Shareholders. During the 2021-2022 shareholder engagement season, we reached out to shareholders representing approximately 60% of the common stock held by 9.9%, Adjusted EBITDAour top 20 shareholders at the time of such request. As a result, we exchanged correspondence and held meetings with our top 20 shareholders representing approximately 40% of our outstanding common stock held by 9.6%, AFFOour shareholders at the time of such request. Our Lead Independent Director and chair of the Compensation Committee, the chair of the NCG Committee and members of our management team actively participated in discussions with shareholders concerning our executive compensation program. Aligning our Executive Compensation Program with Our ESG and DEI Commitments We are committed to sustainable leadership by 8.0%integrating sustainability into how we do business. As part of that commitment, we engaged with our shareholders to solicit their feedback on ESG and AFFO per share by 9.0%. EachDEI topics. In our engagement, we learned that shareholders supported sustainability-linked targets and Diversity, Equity and Inclusion (DEI) targets as part of these items were record results for SBA in absolute dollars, althoughthe executive compensation program. Based on this feedback, the Compensation Committee revised the 2021 compensation program (and continuing with the 2022 compensation program) to (1) embed DEI objectives as a component of our reported results were negatively impacted by foreign currency translation adjustments. While U.S. site leasing revenueexecutives’ performance reviews and tower cash flow were impacted by slower activityobjectives and (2) provide that a greater than average amountportion of their variable compensation be linked to the progress of our sustainability initiatives. 38 SBA Communications Corporation | 20162022 Proxy Statement 27
COMPENSATION DISCUSSION AND ANALYSIS > EXECUTIVE SUMMARY customer churn, this performance was consistent with the historical cyclicality of network spending activity in the U.S. wireless business and largely reflected our expectations for churn as a result of Sprint’s termination of the iDen network. We continued to lead the tower industry in Tower Cash Flow Margins, Adjusted EBITDA Margins and AFFO per share. During 2015, we continued to be successful in actively managing our balance sheet, raising $2.0 billion in debt financings last year, in new proceeds and refinancing transactions, and ended the year with leverage of 7.7x, just above our target leverage of 7.0x to 7.5x Net Debt / Annualized Adjusted EBITDA. Furthermore, as of December 31, 2015, our outstanding indebtedness had a weighted average interest rate of only 3.9% and a weighted average remaining life of over five years. Finally, we crossed the 25,000 towers owned milestone and ended the year with operations in nine different countries.
Through the end of 2015, we delivered a five-year TSR of 157%, far exceeding the five-year TSR of 100% delivered by the NASDAQ Composite Index and 76% delivered by the large public company tower peer group.
We have strong corporate governance policies to further align our executives’ interests with those of our shareholders. Specifically, we have:
Our Strong Corporate Governance Policies Further Align our Executives’ Interests with Those of our Shareholders. The Compensation Committee seeks to align our compensation practices with strong governance practices. For example, all equity grants to all employees are subject to “double-trigger” acceleration. For the 2021 compensation program, and continuing with the 2022 program, we also implemented DEI objectives as a component of our executives’ performance reviews and objectives, and a portion of their variable compensation is linked to the progress of our sustainability initiatives. As is evidenced below, we believe that robust corporate governance practices are integrated into our 2021 executive compensation program. | | | | | | | | | | Expansive Compensation Recoupment or “Clawback Policy”
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What We Do | | What We have an expansive Executive Compensation Recoupment or “Clawback” Policy that covers all our executive officers and applies to incentive compensation paid or awarded in either cash or equity. Our policy permits the Compensation Committee to recoup any excess incentive compensation that an officer received in the past three years in the event of (1) a restatement of our financial results due to the material noncompliance with any financial reporting requirement under the securities laws or (2) a determination by the Compensation Committee that a financial, operational or other metric upon which incentive-based compensation was paid or awarded was inaccurate, in either case regardless of fault.Do Not Do | | | Cap on annual incentive awards at the target annual bonus opportunity
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| | Our annual incentive plan does not offer upside for performance beyond the target level, which was 125% in the case of Mr. Stoops and 100% in the case of our other NEOs of their respective salary as an annual incentive bonus. We believe that capping our annual bonus opportunity encourages our executives to focus on long-term, rather than short-term, growth. | | | Strong stock ownership guidelines
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| | Our stock ownership guidelines require our executives to retain all restricted stock until they maintain ownership of our Class A common stock at a specified multiple of their current salary, thereby further promoting the continued alignment of our executives’ interests with those of our shareholders and discouraging excessive risk taking for short-term gains. Furthermore, our executives are prohibited from pledging any shares that are subject to the stock ownership requirements and are strictly prohibited from entering into hedging activities with respect to their shares of our Class A common stock. |
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| | | | | Executive employment agreements that reflect good corporate governance
(Page 49)
| | Our employment agreements include “shareholder friendly” provisionsRobust stock ownership guidelines - 6x base salary for CEO and 3x for other NEOs | | | | Limited perquisites – All Other Compensation represented 0.2% of CEO’s 2021 Total Compensation | | | | | | | Robust “clawback” policy that reflect the Compensation Committee’s commitment to good corporate governance. Specifically, the employment agreements (i) require termination in connection with a change in control before severance payments are due (i.e., a “double trigger”), (ii) provide for a reduced severance multiple in the eventexceeds Dodd-Frank. | | | | No acceleration of a termination without cause not associated with a change in control, (iii) do not provide for gross-up of any benefits nor for an excise tax gross-up in the case of a change in control, and (iv) do not accelerate the vesting of equity awards in connection with terminations, absent a change in control.control | | | | | | | “Double trigger” change in control provisions in employment agreements | | | | No pledging of shares subject to stock ownership requirements | | | | | | | All new equity awards include a “Double trigger” in a change in control for acceleration | | | | No hedging of shares | | | | | | | Reduced severance multiple, or limited severance if retirement eligible, for termination without cause not associated with change in control | | | | No tax gross-ups on perquisites or change in control benefits | | | | | | | Annual incentive bonus tied to performance metrics designed to deliver long-term growth and drive shareholder value | | | | No pension or supplemental retirement plan benefits | | | | | | | 2/3rds of equity awards are performance-based over a three-year period; all equity awards have multi-year vesting | | | | No repricing or buy-outs of stock options without shareholder approval | | | | | | | Compensation Committee composed entirely of independent directors | | | | No stock options granted below fair market value | | | | | | | Independent compensation consultants, report directly to Compensation Committee and provide no other services to Company | | | | Equity plan does not permit liberal share recycling | | | | | | | Comprehensive annual assessment of compensation risks | | | | No liberal change of control definition in equity plan or employment agreements |
We encourage you to read this Compensation Discussion and Analysis for a detailed discussion and analysis of our executive compensation program, including information about the 2015 compensation of the named executive officers.
SBA Communications Corporation| 2022 Proxy Statement 39
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION PHILOSOPHY/PROGRAM DESIGN Compensation Philosophy and Objectives The philosophyCompensation Committee believes that the caliber and motivation of all of our employees, and especially our executive leadership, are essential to SBA’s performance. The Compensation Committee believes our management compensation programs contribute to our ability to differentiate our performance from others in the marketplace and thereby deliver shareholders superior value. Moreover, we believe that SBA’s overall executive compensation program is to align pay with performance, keep overall compensationphilosophy and programs are market competitive, performance-based and ensure that we can recruit, motivate and retain high quality executives.shareholder aligned. The three principles of our compensation philosophy are as follows: | | | | | | Principles | | Implementation | | | Total direct compensation levels should be sufficiently competitive to attract, motivate and retain the highest quality executives | | OurThe Compensation Committee seeks to establish target total direct compensation (salary, annual incentive and long-term incentive) at upappropriate relationships to 110% of the target total direct compensation at the 50th percentile (or median) of our Peer Group, providing our executives the opportunity to be competitively rewarded for our financial, operational and stock price growth. Total direct compensation opportunity (i.e., maximum achievable compensation) should increase with position and responsibility. | | | Performance-based and “at-risk”“at-risk” incentive compensation should constitute a substantial portion of total compensation | | We seek to foster a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/or “at risk.” Accordingly, such portion should be tied to, and vary with, our financial, operational and stock price performance, as well as individual performance. We view two components of our total compensation program—annual incentive compensation and equity-based compensation—as being performance-based and/or “at risk.” Executives with greater responsibilities and the ability to directly impact our strategic and operational goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved. Therefore, the more senior the executive the greater the percentage of total compensation is in the form of performance-based and/or “at risk” compensation. |
SBA Communications Corporation| 2016 Proxy Statement 29
COMPENSATION DISCUSSION AND ANALYSIS> COMPENSATION SETTING PROCESS
| | | Principles | | Implementation | Long-term incentive compensation should align executives’ interests with our shareholders’ interests to further the creation of long-term shareholder value | | Awards of equity-based compensation encourage executives to focus on our long-term growth and prospects and incentivize executives to manage our company from the perspective of owners with a meaningful stake, and to encourage them to remain with us for long and productive careers. Our stock ownership guidelines further enhance the incentive to create long-term shareholder value. Equity-based compensation also subjects our executives to market risk, a risk also borne by our shareholders. |
This philosophy is the basis of the Compensation Committee’s decisions regarding each of the following three components of pay: base salary, annual incentive compensation and equity-based compensation, each of which is discussed in detail below. The Compensation Committee does not decrease total direct compensation based upon realized or unrealized gains from prior compensation nor does it increase or decrease total direct compensation to compensate for stock price fluctuations. The Compensation Committee believes that doing so would reduce the motivation for continued high achievement and lower the correlation to gains or losses of our shareholders. Similarly, our severance and change-in-controlchange in control arrangements, which we discuss later in this proxy statement under the heading “Potential Payments Upon Termination or Change-in-Control” on page 49,60, have not affected the Compensation Committee’s decisions regarding other components of compensation. Those arrangements serve very specific purposes that are unrelated to the determination of an NEO’s total direct compensation for a specific year. In determining annual incentive compensation, the Compensation Committee calculates the actual results during the year on a constant currency basis (utilizing the budgeted exchange rates to eliminate the impact of movements in foreign currency) due to the belief that an individual should not benefit nor be penalized as a result of movements in foreign currency that are outside their control. No adjustments are made to equity-based compensation for movements in foreign currency exchange rates, consistent with the impact of such movements to our shareholders.
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COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION PHILOSOPHY/PROGRAM DESIGN Compensation Setting Process Annually, the Compensation Committee evaluates the design and competitiveness of SBA’s executive compensation program design and competitiveness.program. As discussed above under the responsibilities of the Compensation Committee on page 17,25, the Compensation Committee has authority to retain compensation consultants, outside legal counsel and other advisors as it deems appropriate to assist in fulfilling its responsibilities. For 2015,2021, the Compensation Committee selected and retained F.W. Cook & Co., Inc. (“FW Cook”) to: review those companies that comprise our Peer Group and propose changes if necessary;
| > | | review those companies that comprise our Peer Group and propose changes if necessary; |
provide a competitive analysis of our compensation components for our NEOs against our 2015 Peer Group;
| > | | provide a competitive analysis of our compensation components for our NEOs against our 2021 Peer Group; |
assist in the design of the executive compensation program and the determination of 2015 compensation for our NEOs;
| > | | assist in the design of the executive compensation program and the determination of 2021 compensation for our NEOs; |
provide advice in connection with the negotiation of new employment agreements with three of our NEOs;
| > | | perform a competitive analysis of compensation levels for non-employee directors and provide recommendations for our director compensation program; and |
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COMPENSATION DISCUSSION AND ANALYSIS > PROGRAM DESIGN AND COMPETITIVE POSITION
perform a competitive analysis of compensation levels for non-employee directors and provide recommendations for our director compensation program; and
review the Compensation Discussion and Analysis in the annual proxy statement.
| > | | review this Compensation Discussion and Analysis. |
FW Cook does not perform any other services for SBA other than its consulting services to the Compensation Committee. The Compensation Committee has reviewed the independence of FW Cook in light of new SEC rules and NASDAQNasdaq Listing Standards regarding compensation consultants and has concluded that FW Cook’s work for the Compensation Committee during 20152021 did not raise any conflict of interest and that FW Cook is independent. Evaluating Compensation Program Design and Relative Competitive Position At the beginning of the executive compensation setting process each year, the Compensation Committee considers (i) the results of the prior year advisory vote on our say-on-pay proposal and (ii) the results of shareholder engagement, including the outreach discussed earlier on page 4. In addition, the Compensation Committee, in consultation with its independent compensation consultant, determinesFW Cook, assesses the process by which it will ensure that SBA’s executive compensation is competitive. For 2015,program design and its relative competitive position by (i) reviewing the continued suitability of the current companies within the peer group and (ii) identifying potential candidates for addition to the peer group, based on US-based public companies in related industries that fall within 1/3X–3X SBA’s size relative to the identified measures. The Compensation Committee strives to select companies that are of similar size (based on revenues, EBITDA/FFO, market capitalization and enterprise value), operate in similar business areas (i.e., companies that are either in the communications industry or REIT industry) and compete for the same talent. While the Compensation Committee selected, with the recommendation of FW Cook, a group ofendeavors to select peer companies from both the communications-related industry and the real estate investment trust (REIT) industry (the “2015 Peer Group”). The Compensation Committee decided to use companies from these two industries as it believes that each of these two industries have business characteristics that are similar to our business. TwoSBA with respect to all these criteria, it recognizes that it cannot develop a peer group in which all companies satisfy all criteria. The Compensation Committee believes that, given the relatively high market capitalization to revenue ratio that has been characteristic of the communications-related peercommunications infrastructure industry, including SBA and the two other public tower companies, have also elected REIT status (AmericanAmerican Tower Corporation and Crown Castle International, Corporation). The 2015 it would be detrimental to the Company and shareholders to focus primarily on any one factor, such as revenues, when selecting peer companies as this could adversely affect its ability to attract and retain high-quality executive talent. 2021Peer Group is comprised of 20. In mid-2020, the Compensation Committee requested that FW Cook reevaluate the companies 10 from each industry, that were of similar size relative to SBA based on available public information in late 2014. The primary size measures used in selecting companies forcomprise the Peer Group were revenue, EBITDA, total assets, employees, market capitalization and enterprise value. Relative to determine if the new 2015 Peer Group for the four fiscal quarters ended June 30, 2014 and at such date, (1) SBA’s revenue was between the 25th percentile and the median and (2) SBA’s market capitalization and enterprise value were between the median and the 75th percentile. The 2015 Peer Group was revisedcontinues to reflect the increased size and other characteristics of SBA. Based on such review, FW Cook recommended, and the Compensation Committee SBA compared toCommunications Corporation| 2022 Proxy Statement 41
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION PHILOSOPHY/PROGRAM DESIGN approved, maintaining the year earlier period, to maintain an equal balance between communications and REIT peers and to slightly increase the sample size. Specifically, (1) two communications-relatedsame peer companies for 2021 compensation setting purposes as those that were used in the 2014 Peer Group (Rackspace Hosting and Neustar) were replaced with CBS Outdoor America and Frontier Communications, (2) two REITs, Avalonbay Communities and Boston Properties, were added and (3) one peer (Digital Realty Trust, Inc.) formerly in the REIT category was moved to the communications-related peers in light of its business model.2020. The table below sets forth the companies included within the 20152021 Peer Group. | | | | 2021 Peer Group | | | Communications Related Companies
| | | | REITS
| • Akamai Technologies
•American Tower Corporation
• CBS Outdoor Americas
Avalonbay Communities, Inc. •
Camden Property Trust Crown Castle International Corp. •
CyrusOne, Inc. Digital Realty Trust, Inc. • Equinix, Inc.
• Frontier Communications Corporation
• Lamar Advertising Company
• tw telecom
• Windstream Communications
| | | | • Avalonbay Communities, Ic.
• Boston Properties, Inc.
• Camden Property Trust
•Duke Realty Corporation
•
Equinix, Inc. Essex Property Trust, Inc. • Health Care REIT,
Extra Space Storage, Inc. • Kimco Realty Corporation
| | Healthpeak Properties, Inc. • The Macerich
Iron Mountain Inc. Lamar Advertising Company •
OUTFRONT Media Inc. Prologis Inc. •
Public Storage Uniti Group Inc. Ventas, Inc. Viasat, Inc. Welltower, Inc. |
SBA Communications Corporation| 2016 Proxy Statement 31
COMPENSATION DISCUSSION AND ANALYSIS > PROGRAM DESIGN AND COMPETITIVE POSITIONThe table below reflects SBA’s position compared to the 25th, median and 75th percentile of the 2021 Peer Group with respect to the four measures identified by the Compensation Committee.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the four quarters ended
June 30, 2020 | | As of Sept. 30, 2020 | | | | | | | Company | | Revenue | | FFO/EBITDA(1) | | Market Cap | | Ent. Value | | | | | | 75th Percentile | | $4,207 | | $1,434 | | $39,068 | | $47,322 | | | | | | Median | | 2,334 | | 933 | | 14,212 | | 20,478 | | | | | | 25th Percentile | | 1,514 | | 495 | | 8,068 | | 11,512 | | | | | | SBA Communications | | $2,045 | | $875 | | $35,650 | | $48,656 | | | | | | -- Percentile Rank | | 40th | | 48th | | 73rd | | 76th |
Data Source: S&P’s Capital IQ ($M) (1) Reflects FFO of all peer companies other than ViaSat for which EBITDA is included. Once the 20152021 Peer Group had been selected, the Compensation Committee began the 20152021 executive compensation setting process by reviewing historical 2013 compensation data and estimated 2014 and 20152021 target compensation levels of the 20152021 Peer Group. The Compensation Committee sets target compensation in January and February of each year; therefore,year. Therefore, the historical compensation data available to the Compensation Committee is based principally upon the data available from each company’s prior year’s proxy statement (which reflects compensation paid for two years prior). As a result, the Compensation Committee also reviewed FW Cook’s estimated 2014 and 2015 targetEstimated 2021 compensation levels for the 2015 Peer Group, which waswere based on an assessment of historical data, SEC filings made after the relevant proxy statements, and market intelligence on executive compensation trends. Estimated 2015 compensation levels assumed a fivefour percent increase (based on a historical analysis of the Peer Group) to prior year base salaries and target bonus levels,total cash compensation and long-terma nine percent increase to long term incentive grants,awards, unless a company had actually disclosed a different increase or reduction prior to the time that the 20152021 Peer Group data was compiled. The assumed rates of annual increases were based on a multi-year analysis of Peer Group compensation increases. Based upon the factors set forth above, FW Cook prepared a review of the compensation data for the 2021 Peer Group for the Compensation Committee. The Compensation Committee compared (1) base salaries, (2) target total cash compensation (salary plus annual bonus opportunity)target), (3) long-term incentive (“LTI”) awards and (4) target total direct compensation (“TDC”) (salary plus annual bonus opportunitytarget plus value of LTILTI) payable to each NEO)NEO to the 25th percentile, the median and 75th percentile target opportunity of the 20152021 Peer Group. Traditionally,In addition, the 42 SBA Communications Corporation| 2022 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS Compensation Committee has sought to set target TDC at up to 110%reviewed these metrics against the average of the 50th percentile (or median)ten middle companies in the 2021 Peer Group. The Compensation Committee uses the average of the target TDCmiddle ten as a supplemental data point as it is a statistical measure of the relevantmidpoint of the Peer Group. Group compensation data, and has the benefit of being less volatile than the commonly used median. The Compensation Committee seeks to set base salaries and target total cash compensation moderately belowat approximately the median of the Peer Group. The Compensation Committee then uses long-term incentiveLTI awards, being “at-risk”,which are completely “at-risk” to ensure that TDC is at the desired level.level that the Compensation Committee believes is appropriate for the executive, which may be above or below the median of the Peer Group. The Compensation Committee utilizes this comparative data as an important, but not sole, means to ensure that SBA is setting target compensation at a competitive level and, to the extent that SBA’s compensation diverges from the 110% of median, that the Compensation Committee understands and is cognizant of such divergence.level. Based upon the factors set forth above, the independent compensation consultant prepared a review of the compensation data for the 20152022 Peer Group. The review indicated that SBA’s base salaries and target total cash compensation were generally below the 50th percentile of the 2015 Peer Group for each of the NEOs, while the average target TDC for each of our NEOs was below 110% of the 50th percentile of the target TDC of the 2015 Peer Group.
2016 Peer Group. In mid-2015, in preparation for the upcoming 2016 compensation setting process,mid-2021, the Compensation Committee requested that FW Cook reevaluate the companies that comprise the Peer Group to determine if the peer groupPeer Group continues to reflect the size and other characteristics of SBA. As a result of this evaluation, Frontier Communications Corporation was removed, U.S. Cellular was addedBased on such review, FW Cook recommended, and tw telecom inc. was replaced with Level 3 Communications by whom it had been acquired. There were no changes to the REIT peers. The 2016 Peer Group continues to be comprised of 20 companies, 10 of which are communications-related companies and 10 of which are REITs. Relative to the new 2016 Peer Group, for the four fiscal quarters ended June 30, 2015 and at such date, (1) SBA’s revenue was between the 25th percentile and the median and (2) SBA’s market capitalization and enterprise value were between the median and the 75th percentile.
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Consideration of Shareholder Advisory Vote
As part of its compensation setting process, the Compensation Committee annually reviews and considersapproved, maintaining the results of the prior-year’s shareholder advisory vote on our executive compensation. The Compensation Committee believessame peer companies for 2022 compensation setting purposes as those that this advisory vote can provide useful feedback regarding whether shareholders believe that the Compensation Committee is achieving its goal of designing an executive compensation program that promotes the best interests of SBA and its shareholders by providing its executives with the appropriate compensation and meaningful incentives. In establishing the 2015 compensation program, the Compensation Committee took note that at the 2014 annual meeting, similar to 2013, 98% of the votes cast on the advisory vote supported SBA’s executive compensation program. The Compensation Committee took into consideration this overwhelming supportwere used in its decision to maintain the current compensation program and philosophy. The Compensation Committee intends to annually review the results of the advisory vote and will be cognizant of this feedback as it completes its annual review of each pay element and the total compensation packages for our NEOs.2021.
Evaluating Company and NEO Performance Annually, our CEO provides the Compensation Committee a performance assessment for each named executive officer, including himself, and a compensation recommendation for each named executive officer, other than himself. The performance assessment includes an analysis of SBA’s performance against each of its quantitative and qualitative metrics and an evaluation of the contributions of each NEO to such performance. Our CEO also reviews each executive’s three-year compensation history and current compensation data provided by our independent compensation consultant. On the basis of this evaluation, our CEO provides the Compensation Committee recommendations regarding base salary levels for the upcoming year, an evaluation of the extent to which the NEO met his annual incentive plan target, and the aggregate total long-term incentive value that each NEO should receive. In addition, the CEO offers his proposal for the performance metrics, relative weightings and threshold and target levels for our annual incentive compensation for the upcoming year. Establishing Individual Executive Compensation Packages The Compensation Committee conducts an annual review of the executive compensation packages. Based on this review, the Compensation Committee approves, after considering the CEO’s recommendations, the following: base salary changes,
any amounts earned under the previous year’s annual incentive compensation program,
| > | | any amounts earned under the previous year’s annual incentive compensation program; |
performance metrics, performance targets and annual bonus opportunity under the annual incentive compensation program for the current year, and
| > | | performance metrics, performance targets and annual bonus target under the annual incentive compensation program for the current year; and |
annual long-term incentive awards.
| > | | annual long-term incentive awards. |
The Compensation Committee also approves such compensation package components for the CEO. SBA Communications Corporation| 2016 Proxy Statement 33
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS
Executive Compensation Components and 20152021 Compensation Decisions To achieve its compensation philosophy and objectives, the Compensation Committee has utilized three components of total direct compensation (“TDC”): (1) base salary, (2) annual incentive compensation and (3) equity-based incentive compensation, or LTI. As previously stated, we do not currently provide our NEOs with SBA Communications Corporation| 2022 Proxy Statement 43
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS a pension plan, deferred compensation or other long termlong-term incentive compensation other than the ability to contribute their earnings to SBA’s 401(k) Plan.Plan on the same basis available to all employees of SBA. As discussed further below, each element of our 20152021 compensation program is intended to encourage and foster the following results and behaviors. 
We designed our compensation program to provide executives the appropriate incentives to pursue quality long-term growth without encouraging inappropriate risk taking. As discussed below, under our program, our annual incentive opportunities are capped for each of our NEOs. We provide ourOur equity-based incentive compensation component using a mixconsists of equity instruments: one-third (1/3rd)restricted stock units, of the award is grantedwhich one-third were in the form of time based restricted stock units (“Time RSUs”), which vest over three years, and two-thirds (2/3rds) of the award is granted were in the form of stock options. Providing a portion of long-term equity awards in the form ofthree-year performance-based restricted stock units reduces(“Performance RSUs”). The Performance RSUs are divided equally, with (i) 50% earned based on the cumulative AFFO per share dilution impactthat we are able to deliver and (ii) 50% earned based on our TSR relative to the TSR of the S&P 500, in each case over a three-year performance period. The Compensation Committee selected AFFO per share as one of the two Performance RSU metrics as it believes that AFFO per share is the primary metric that investors and analysts evaluate in establishing the long-term valuation of wireless communications tower companies and REITs such as SBA. The Compensation Committee selected relative TSR, rather than an absolute metric, as the second performance metric as it believes that relative TSR most accurately reflects management’s success in delivering value to shareholders, rather than just the performance of the market in general. We believe that this component of our long-term incentive program is responsive to our shareholders expressed positions and reducescontinues to align our executives’ interests with the structural risk associated with providing one forminterests of equity. However, two-thirds (2/3rds) of an executive’s equity based compensation is still comprised of stock options, which generate realized value to the executive only if our stock price experiences long-term price appreciation. The mix of compensation components is reviewed annually.shareholders. 3444 SBA Communications Corporation| 20162022 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS Base Salaries Why we pay base salariessalaries.. The Compensation Committee believes that payment of competitive base salaries is an important element infor attracting, retaining and motivating our executives. In addition, the Compensation Committee believes that having a certain level of fixed compensation allows our executives to dedicate their full timefull-time business attention to our company. Each executive’s base salary is designed to provide the executive with a fixed amount of annual compensation that is competitive with the marketplace. How base salaries are determined. To the extent that we have entered into an employment agreementsagreement with ana NEO, such employment agreement provides a minimum level of base salary for the NEO. The Compensation Committee, however, is able tocan increase each officer’s salary as it deems appropriate. At the beginning of each fiscal year, the Compensation Committee reviews our CEO’s salary recommendations for each other NEO, and then establishes salaries for such year through Compensation Committee deliberations. When we set the base salaries for the NEOs, we consider a number of factors, including compensation market data discussed above, the position’s complexity and level of responsibility, the position’s importance in relation to other executive positions, and the assessment of the executive’s performance and other circumstances, including, for example, time in position. In addition, the Compensation Committee takes into consideration evaluations of each individual NEO, market changes and the economic and business conditions affecting SBA at the time of the evaluation. 20152021 Base Salary Decisions. In early 2015,2021, the Compensation Committee reviewed base salaries forevaluated the CEO and each other NEO and compared these amounts to the median base salaries of the 2015NEOs based on an evaluation of the 2021 Peer Group. The base salary of our CEO was below the median of both the historicalGroup compensation data, our NEOs’ quick and effective responses to the estimated current year compensation levels forCOVID-19 pandemic and SBA’s strong financial and operational performance during 2020, including leading the 2015 Peer Group. The base salaries of each of our other NEOs were below the median of both the historical compensation datatower industry in Tower Cash Flow Margin, Adjusted EBITDA Margin and the estimated current year compensation levels for the 2015 Peer Group. Consequently,AFFO Per Share, despite challenging macroeconomic conditions. Based on such evaluation, the Compensation Committee increaseddecided to increase salaries by 3% for Mr. Stoops and by a range of 3% to 6.3% for our other NEOs. As a result of the increase, Mr. Stoops’ base salaries of each of our NEOs to both bringsalary and target total cash compensation of our NEOs more in line with (but(base salary plus target annual cash incentive compensation) was still below the median of) SBA’s 2015for the 2021 Peer Group. Base salary increases awarded in January 2015 were 11.8% for Messrs. BagwellGroup and Hunt, 12.5% for Mr. Cavanagh, 15.2% for Mr. Silberstein and 7.1% for Mr. Stoops.slightly above the average of the middle ten companies within the 2021 Peer Group.
Annual Incentive Compensation Below is information regarding our annual incentive compensation program for our NEOs. Our annual incentive compensation program has traditionally consisted of an annual cash bonus payment that we award based on (1) achievement of company-wide annual performance measures and (2) athe Compensation Committee’s subjective evaluation of the executive’s contribution to SBA’s other financial, operational and qualitative metrics during the year. The Compensation Committee believes that by providing annual incentive compensation in the form of a cash bonus, it achieves an appropriate balance between cash (salary and annual incentive) and non-cash annual compensation for our NEOs.
Why we pay annual incentive compensation. The Compensation Committee believes that the annual incentive compensation program encourages executive officers to focus on those short-term financial, operational and qualitative performance metrics that will be the basis of long-term growth. The Compensation Committee annually reviews, and revises if necessary, the appropriateness of each of these performance metrics, their correlation to SBA’s overall growth strategy and the impact of such performance metrics on long-term shareholder value. SBA Communications Corporation| 2016 Proxy Statement 35
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS
How annual incentive compensation awards are determined. Annual incentive compensation awards in 20152021 were determined in five steps: | | (1) | determination of the annual bonus opportunity;target for each NEO, expressed as a percentage of base salary; |
| | (2) | establishment of (a) the company-wide financial and/or operational performance metrics and (b) the other financial, operational and qualitative metrics for use in the Compensation Committee’s subjective evaluationevaluation; |
SBA Communications Corporation| 2022 Proxy Statement 45
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS | | (3) | determination of the percentage of the annual bonus opportunitytarget that will be earned based upon (x)(a) the company-wide performance metric(s) and (y)(b) the Compensation Committee’s subjective evaluation of the NEO; |
| | (4) | approval of the minimum, targetbudget, stretch and maximum levels of each performance metric for such year and the amount of annual bonus target that will be earned for achievement of such level; and |
| | (5) | upon completion of the year, a review of SBA’s and the NEO’s performance against such performance metrics. |
How performance is measured. At the end of each year, the Compensation Committee determines the level at which SBA met its company-wide performance metric(s). For 2015,2021, achievement at the minimum level (set slightly below budget), entitled the NEO to approximately 40%50% of the amount of bonus earnable by the NEO for the applicable performance metric. Achievement at the budget level entitled the NEO to 50%75% of the amount of bonus earnable by the NEO for the applicable performance metric. Achievement at the targetstretch level entitled the NEO to 100% of the amount of bonus earnable by the NEO for the applicable performance metric. Achievement at the maximum level entitled the NEO to 150%200% of the amount of bonus earnable by the NEO for the applicable performance metric. If SBA achievedachieves between (i) the minimum level and the budget betweenlevel, (ii) the budget level and targetthe stretch level, or between target(iii) the stretch level and the maximum of any performance metric,level, the amount of the bonus payment with respect to that metric waswill be calculated on generally a linear basis. With respect to the subjective component of the annual cash incentive compensation, the Compensation Committee first determined the extent to which SBA met the selected financial, operational and qualitative metrics that were set at the beginning of the year and then evaluated, based on the CEO’s recommendation, the contribution that each executive made in the attainment of such metric. The subjective component, similar to the financial and/or operational performance metrics, was awarded a score, with a minimum of approximately 40%50% being performance at the minimum level for which a bonus would be awarded, 50%75% for performance at budget or expected levels, 100% for an excellent year and 150%200% for an extraordinary year. This evaluation, which is inherently subjective and depends on an overall analysis of the effectiveness of the individual executive and his contribution to SBA’s performance.performance, allows the Compensation Committee to take into account events and priorities for a given fiscal year that were not evident or budgeted for at the beginning of such year, to the extent appropriate. Although the subjective component of an NEO’sIn determining annual incentive compensation, is set at 50% (75% in the case of Mr. Silberstein), to the extent that SBA exceeded its target Annualized Adjusted EBITDA performance level, then the target amount that could be earned by achievement of the subjective component would be reduced to an amount equal to the maximum target bonus minus the percentage of annual bonus opportunity earned through the Annualized Adjusted EBITDA component. For example, if SBA achieves Annualized Adjusted EBITDA at the maximum level (thereby earning 75% of the annual bonus opportunity), then the achievement of the subjective component at target would only entitle an NEO with a 100% target bonus opportunity to 25% of his annual bonus opportunity (100% minus 75%). Therefore, an NEO will only be entitled to receive his full annual bonus opportunity if he achieves 100% of his subjective component.
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COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS
While the Compensation Committee retainscalculates the authority and discretionactual results during the year on a constant currency basis (utilizing the budgeted exchange rates to pay more thaneliminate the amountimpact of the annual bonus opportunity, the Compensation Committee’s current guidelines provide that NEOs may not receive more than 100% of their respective annual bonus opportunity absent circumstances that were not contemplatedmovements in our annual planning, budgeting or incentive compensation performance goal setting processes. Consequently, while achievement of Annualized Adjusted EBITDA above the target level or a subjective score in excess of 100% could be used to offset performance below target for the other metric, the maximum that any NEO could earn would still be limitedforeign currency) due to the 100% (125%belief that an individual should not benefit nor be penalized as a result of movements in foreign currency that are outside their control. No adjustments are made to equity-based compensation for movements in foreign currency exchange rates, consistent with the caseimpact of Mr. Stoops) of his annual base salary. We believe that the bonus cap for NEOs provides an appropriate check and balancesuch movements to the risks and rewards of short-term incentives.our shareholders.
20152021 Annual Incentive Compensation Decisions
For 2015,2021, the Compensation Committee continued, in substantiallymaintained the same form, the 2014 annual incentive compensation program design. Specifically,from 2020, allocating 60% of the bonus target to the achievement of financial metrics, equally divided between Adjusted EBITDA and AFFO per share. The bonus targets remained at 150% of base salary for Mr. Stoops and 100% for the other NEOs and the bonus opportunity cap remained at 200% of the annual bonus target for each NEO:of the NEOs. As a result, for 2021: 50% of each NEO’s annual bonus opportunity (25% in the case of Mr. Silberstein) was based on SBA meeting its Annualized Adjusted EBITDA target. We believe that Adjusted EBITDA is one of our most important performance metrics, used by investors, shareholders and creditors as an indicator of the performance of our core operations. Furthermore, Adjusted EBITDA is a metric that every NEO can impact and therefore serves as an appropriate measure of company-wide performance. Based on the growing contribution of our international operations, especially Brazil, to SBA’s overall results and the volatility of the Brazilian real, the Committee decided to measure Annualized Adjusted EBITDA on a constant currency basis utilizing Brazilian real and Canadian dollar exchange rates used in establishing the budget. The Committee believed that this would allow it to more accurately capture the operating results of the business as impacted by the NEO.
50% of each NEO’s annual bonus opportunity (75% in the case of Mr. Silberstein) was based on an evaluation of the extent to which SBA met selected financial, operational and qualitative metrics and a subjective analysis of the contribution that each NEO made in the attainment of such metric. For 2015, these metrics included (i) AFFO Per Share, (ii) domestic and international tower acquisitions and ground lease extensions and acquisitions, (iii) leasing results on owned towers, (iv) the financial and operational performance of SBA’s international operations, (v) the smooth and efficient integration of acquired towers and the resulting realization of synergies, (vi) SBA’s managed business performance, (vii) successful refinancing and balance sheet initiatives, (viii) compliance and audit results, (ix) institutional contribution, including cross-departmental collaboration, succession planning and improved business processes and communications, (x) establishment of operations in new international markets and (xi) executive performance. Based on his responsibilities, each NEO was assigned five to six of these financial, operational or qualitative metrics upon which he was evaluated.
| > | 30% of each NEO’s annual bonus target was based on the performance level of Annualized Adjusted EBITDA achieved. We continue to believe that Adjusted EBITDA is one of our most important performance metrics, used by investors, shareholders and creditors as an indicator of the performance of |
46 SBA Communications Corporation | 20162022 Proxy Statement 37
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS | our core operations. Furthermore, Adjusted EBITDA is a metric that every NEO can impact and therefore serves as an appropriate measure of company-wide performance. Based on the growing contribution of our international operations to SBA’s overall results and the volatility of the certain currencies in which we conduct business, the Committee measured Annualized Adjusted EBITDA on a constant currency basis utilizing exchange rates used in establishing the budget. The Committee believes that this allows it to more accurately capture the operating results of the business as impacted by the NEO. |
| > | 30% of each NEO’s annual bonus target was based on the performance level of AFFO per share achieved. Like many REITs, our investors look to AFFO per share as one of the primary metrics that underscores the strength of our business. Based on the growing contribution of our international operations to SBA’s overall results and the volatility of the certain currencies in which we conduct business, the Committee measured AFFO per share on a constant currency basis utilizing exchange rates used in establishing the budget. The Committee believes that this allows it to more accurately capture the operating results of the business as impacted by the NEO. |
| > | 40% of each NEO’s annual bonus target was based on an evaluation of the extent to which SBA met selected financial, operational and qualitative metrics and the Compensation Committee’s analysis of the contribution that each NEO made in the attainment of such metric. For 2021, these metrics included |
| (1) financial and operational metrics such as (i) tower acquisitions and ground lease extensions and acquisitions, (ii) leasing results on owned towers, (iii) the financial and operational performance of SBA’s international operations and (iv) total cash selling, general and administrative costs as a percentage of total cash revenue, and (2) qualitative metrics such as (a) institutional contribution, including cross-departmental collaboration, succession planning, leadership and personnel development, improved employee diversity statistics and improved business processes and communications, and (b) executive performance, which includes numerous areas of focus, based on the executive, including regulatory compliance, audit results, capital allocation and ESG-related improvement. Based on his responsibilities, each NEO was assigned three to four of these financial, operational or qualitative metrics upon which he was evaluated. |
The table below sets forth budget, minimum, target and maximumthe performance levels set by the Committee for Annualized Adjusted EBITDA and AFFO per share for 20152021 and the actual amount achieved in 2015.2021. | | (amounts in millions) | | Minimum* (40%) | | | Budget* (50%) | | | Target* (100%) | | | Maximum* (150%)(2) | | | Actual | | | Minimum* (50%) | | Budget* (75%) | | Stretch* (100%) | | Maximum* (200%) | | Actual(3) | Annualized Adjusted EBITDA(1) | | $ | 1,106.0 | | | $ | 1,129.0 | | | $ | 1,213.5 | | | $ | 1,298.0 | | | $ | 1,134 | | | $1,600 | | $1,633 | | $1,666 | | $1,731 | | $1,646 | AFFO per share(2) | | | $10.05 | | $10.26 | | $10.47 | | $10.88 | | $10.68 |
| * | Financial targets disclosed in this section are done so in the limited context of our annual incentive compensation program and are not statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts. |
| (1) | Annualized Adjusted EBITDA is defined as our 2015 Adjusted EBITDA as reported, minus 2015annual tower cash flow, plus four (4) times tower cash flow for the fourth quarterquarter. |
| (2) | Please refer to Appendix A for the calculation of 2015.AFFO per share. |
| (3) | For purposes of determining annual incentive compensation, Annualized Adjusted EBITDA and AFFO Per Share wereper share are calculated on a constant currency basis utilizing the budgeted exchange rates forand exclude the Brazilian realimpact of non-core income and the Canadian dollar for purposes of determining annual incentive compensation. |
(2) | Subject to the overall cap of 100% of bonus opportunity.expenses. |
In early 2016,2022, the Compensation Committee reviewed SBA’s 2021 Annualized Adjusted EBITDA and AFFO per share performance against the minimum, budget, minimum, targetstretch and maximum levels andlevels. The Compensation Committee determined that for 2015, we achieved slightly above our budget level for Annualized Adjusted EBITDA calculated onwas above budget but below the stretch level and that AFFO per SBA Communications Corporation| 2022 Proxy Statement 47
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS share was above the stretch level but below the maximum level. As a constant currency basis using the budgeted exchange rates. Consequently,result, each NEO earned 53%85% and 152% of their respective opportunity for Annualized Adjusted EBITDA and AFFO per share results. In addition, The table below sets forth the financial and operational metrics that were established at the beginning of the period as part of the 2021 annual incentive compensation program as well as (i) the minimum, stretch and maximum performance levels established by the Compensation Committee and (ii) the actual 2021 performance achieved as a percentage of the budget/target performance level. The Compensation Committee selected these financial and operational metrics and it believed that each of these metrics were contributors to the overall performance of SBA as the metric either contributed to increased revenue or reduced expenses that could be directly impacted by the executive. | | | | | | | | | | | ($ in millions) Financial or Operational Metric | | Minimum | | Budget/ Target | | Stretch | | Maximum | | 2021 Actual
Performance
Score Earned | U.S. Tower Acquisitions | | $973 | | $1,175 | | $1,375 | | $1,775 | | 68.1% | International Tower Acquisitions | | $185 | | $399 | | $500 | | $1,000 | | 57.4%* | Ground Lease Extensions and Acquisitions | | $38.9 | | $43.2 | | $47.5 | | $60.5 | | 78.6% | Domestic Leasing Results (BBE) | | 0.15 | | 0.18 | | 0.20 | | 0.25 | | 159.3% | Services Gross Profit | | $27.0 | | $30.0 | | $33.0 | | $48.0 | | 200.0% | International Performance: | | | | | | | | | | | New Builds | | 350 | | 389 | | 428 | | 545** | | | Organic Lease-Up | | $8.4 | | $9.3 | | $10.2 | | $13.0 | | 200.0% | International Adjusted EBITDA | | $260.0 | | $270.8 | | $281.6 | | $303.3 | | 66.7% | Cash SG&A as % of Cash Revenue | | 6.35% | | 6.10% | | 5.87% | | 5.45% | | 92.1% |
| * | Includes acquisition of towers in Tanzania, which closed on January 4, 2022. |
| ** | Did not meet minimum level. |
The Compensation Committee then reviewed the extent to which SBA met its other financial operational and qualitativeoperational metrics and determined that SBA was between minimum and budget level for all of the contribution that each NEO made in attainment of such metric. In determining the subjective score earned by each NEO, the Compensation Committee highlighted the following results ofmetrics other than (1) services gross profit and international organic lease-up, for which SBA during 2015, among others: Ground lease purchases/extensions during the year that exceeded the maximum;
U.S. tower acquisitions that exceeded the maximum;
International tower cash flowmaximum level (and therefore phased out at 200%) and Adjusted EBITDA that were between budget and target;
SBA’s AFFO Per Share that was between budget and target;
Successful completion of three debt financings aggregating $2.0 billion at attractive rates and terms;
Services segment profitability that was above budget;
Continued development of a strong corporate infrastructure to support our international growth;
Successful integration of acquired international towers; and
Exemplary compliance and audit results.
However, the Compensation Committee also noted that(2) international new builds, and acquisitions as well as U.S. site lease upwhich were below the minimums established atminimum level due to the beginningcontinued impact of COVID-19 on international operations. Finally, the year and that new builds in the U.S. were just below budget.
The Compensation Committee then evaluated the contribution that each NEO made to these financial and operational metrics and the performance of the NEO against the other qualitative measures that the Compensation Committee believed strengthened SBA for the long-term and thereby created value for shareholders. In connection with such evaluation, the Committee cited the following:
| > | | Continued international expansion, including the entry into two new markets – the Philippines and Tanzania – and international organic lease-up that exceeded the maximum level, despite the continued negative impacts of the COVID-19 pandemic, which had a greater impact on our international operations; |
38
| > | | Continued development of a strong corporate infrastructure to support our international growth, including hiring, training and expanding strong international management teams and implementing other processes to help lay the foundation for future growth; |
| > | | Continued success in preserving the benefits of the business model and defending our business terms despite pricing and other pressures from customers and competitors; |
48 SBA Communications Corporation| 20162022 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS | > | | Successful negotiation of new or amended master lease agreements with three major U.S. carriers; |
| > | | Positive SG&A performance, both domestically and internationally, and services gross profit that exceeded the maximum level, despite the impact of the COVID-19 pandemic; |
| > | | Successful completion of a high yield debt refinancing and two securitization debt financings representing record low interest rates for SBA; |
| > | | Robust succession planning efforts, including recruitment, integration and continued development of next-level successors, and progress on a variety of HR initiatives, including enhancing diversity, equity and inclusion in hiring decisions; |
| > | | Strong response to the continued impact of the COVID-19 pandemic, both domestically and internationally; and |
| > | | Exemplary compliance and audit results. |
Based on these financial and operational results and these evaluations, the Compensation Committee then approved the 2021 bonuses for each of the NEOs. The table below sets forth, in dollars and percentages, the target annual bonus opportunitytarget of each of our NEOs in 20152021 and the annual incentive bonus earned by each NEO for his 2015 performance. No NEO was awarded his full2021 performance as a percentage of annual bonus opportunity for 2015.target. | | | | Target Bonus Opportunity | | | Incentive Bonus Earned | | | Annual Bonus Target | | Incentive Bonus Earned | | Executive Officer | | % of Base Salary | | | $ | | | % | | | $ | | | % of Base Salary | | $ | | % of Annual
Bonus Target | | $ | Jeffrey A. Stoops | | | 125 | % | | $ | 937,500 | | | | 65 | % | | $ | 609,000 | | | 150% | | $1,545,000 | | 115% | | $1,776,750 | Brendan T. Cavanagh | | | 100 | % | | $ | 450,000 | | | | 65 | % | | $ | 293,000 | | | 100% | | $654,000 | | 113% | | $740,590 | Kurt L. Bagwell | | | 100 | % | | $ | 475,000 | | | | 70 | % | | $ | 333,000 | | | 100% | | $654,000 | | 107% | | $701,088 | Thomas P. Hunt | | | 100 | % | | $ | 475,000 | | | | 80 | % | | $ | 380,000 | | | 100% | | $654,000 | | 107% | | $701,088 | Jason Silberstein | | | 100 | % | | $ | 380,000 | | | | 47 | % | | $ | 179,000 | | | 100% | | $541,000 | | 135% | | $731,432 |
Equity-Based Compensation Why we pay equity-based compensation. The Compensation Committee’s philosophy is that a majority of an executive’s compensation should be based directly upon the value of long-term incentive compensation in the form of restricted stock units and stock optionequity awards so as to align the financial interests of our executives with those of our shareholders. The Compensation Committee believes that providing executives with the opportunities to acquire significant stakes in our growth and prosperity (through grants of equity basedequity-based compensation), while maintaining other components of our compensation program at competitive levels, will incentivize and reward executives for sound business management, develop a high-performance team environment, foster the accomplishment of short-term and long-term strategic and operational objectives and compensate executives for improvement in shareholder value, all of which are essential to our ongoing success. How equity-based compensation is determined. Annually, the Compensation Committee evaluates the appropriate form and mix of equity-based compensation that SBA will grant as part of its long termlong-term incentive compensation and approves the dollar value of long-term equity awards that will be granted to each NEO. In addition, the Compensation Committee approves the final list of equity award recipients. SBA Communications Corporation| 2022 Proxy Statement 49
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS Initially, the Compensation Committee reviews the various forms of equity that may be awarded, including stock options, restricted stock units and other forms of equity-based compensation and receives reports from its compensation consultant with alternatives and recommendations. Since 2010, we have provided long-term incentiveFor the 2021 compensation program, the Compensation Committee continued the structure of the equity awards, as follows:providing 2/3rds of the equity award in the form of three-year Performance RSUs and 1/3rd in the form of restricted stock units and 2/3rds in the form of stock options. Both the restricted stock unit awards and the stock optionsTime RSUs, which vest over fourthree years. The Compensation Committee believesPerformance RSUs vest based on two financial metrics: (i) 50% are earned based on the cumulative AFFO per share that including restricted stock units aswe are able to deliver over the three-year period and (ii) 50% are earned based on our TSR relative to the TSR of the S&P 500, in each case over a component of long-term incentive (1) facilitates our stock ownership program, (2) improves retention, (3) materially reduces projected future share usage in our equity compensation plans and (4) mitigates structural risk associatedthree-year performance period. In connection with using purely stock options as equity compensation. The Compensation Committee chose restricted stock units, rather than restricted stock, as it believed that NEOs should not receive voting rights or dividend rights until, and that the shares should be counted as outstanding only once, the award had vested. Whileof the Performance RSUs, the Compensation Committee believesestablished a threshold, target and maximum performance level and determined that restricted stock unit awards are “at-risk,” they do not view them as performance-based. Consequently, to continue to ensure that a significant portion of compensation continues to be performance-based,(1) at threshold the Compensation Committee decided once again to limit restricted stock units to 1/3rdofficer would earn 50% of the total valuePerformance RSUs, (2) at target 100% of the 2015 long-term equity incentive grant. SBA Communications Corporation| 2016 Proxy Statement 39
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS
Performance RSUs would be earned and (3) at maximum 200% of the Performance RSUs would be earned. With respect to the relative TSR, if SBA’s TSR exceeds the 25th percentile of the S&P 500, then 50% of the Performance RSUs will be earned, if SBA’s TSR exceeds the 50th percentile of the S&P 500, then 100% of the Performance RSUs will be earned and if SBA’s TSR exceeds the 85th percentile of the S&P 500, then 200% of the Performance RSUs will be earned. Performance between the performance levels would be calculated linearly. The Compensation Committee then approves a target dollar value of the long-term incentive grants (“LTI Value”) for each NEO based on a review of the Peer Group analysis and an evaluation of the individual NEO’s responsibilities, contributions and performance in the prior year. Once a target LTI Value is approved, the Compensation Committee then determines (1) athe target number of restricted stock units for each form of equity award based on dividing one-third of the LTI Value by a derived price equal to the average closing price of our common stock in the two calendar months of January and February (the “derived price”) and (2) a target number of stock options by dividing two thirds of the LTI Value by the estimated compensation expense of an option under FASB ASC Topic 718 (successor to SFAS 123(R)) assuming a stock price equal to the derived price. However, the actual exercise price of a stock option is the closing price of the common stock on the date of grant.. The Compensation Committee believes that utilizing thea two-month measurement period of January 1 through the end of February is appropriate because 1) a two monthlonger reference period mitigates the potential short-term volatility of SBA’s stock price and 2) as SBA typically provides full forward year guidance at the end of the prior fiscal year, the stock price in these two months will reflect the market’s reaction to SBA’s financial and operational guidance.price. 20152021 Long-Term Incentive Awards. In February 2015, upon an evaluation ofFor 2021, the 2015 Peer Group compensation data, the Compensation Committee decided to increase the long-term incentive valueabsolute LTI Value granted to our NEOs increased slightly, with our CEO LTI value increasing 6.6% and the increases for our other NEOs ranging from 3.3% to bring TDC closer in line with the desired percentage to median.8.8%. Specifically, the Compensation Committee approved the following restricted stock unitLTI Value, Performance RSU and stock optionTime RSU awards for our NEOs:
| | Officer | | Long-Term Incentive
Target Value ($) | | | Restricted
Stock Units (#) | | | Stock
Options (#) | | | 2021 Long-Term Incentive
Target Value ($) | | | 2021 Performance
RSUs (#)1 | | | 2021 Time RSUs (#) | | Jeffrey A. Stoops | | | 5,612,000 | | | | 16,087 | | | | 160,715 | | | | 8,100,000 | | | | 20,236 | | | | 10,118 | | Brendan T. Cavanagh | | | 1,900,000 | | | | 5,446 | | | | 54,411 | | | | 3,100,000 | | | | 7,744 | | | | 3,872 | | Kurt L. Bagwell | | | 2,250,000 | | | | 6,449 | | | | 64,435 | | | | 3,100,000 | | | | 7,744 | | | | 3,872 | | Thomas P. Hunt | | | 2,250,000 | | | | 6,449 | | | | 64,435 | | | | 3,100,000 | | | | 7,744 | | | | 3,872 | | Jason V. Silberstein | | | 1,640,000 | | | | 4,701 | | | | 46,965 | | | | 2,380,000 | | | | 5,946 | | | | 2,973 | |
| 1 | Performance RSUs are awarded at target, but can be forfeited, earned partially or earned at up to 200% based on the AFFO generated and the performance of our relative TSR, in each case over the three-year period. |
The stock optionsPerformance RSUs and the Time RSUs were granted on March 5, 2015 with an exercise price of $124.59.4, 2021. The actual grant date value of the restricted stock units and stock options granted to our NEOs is set forth under “Stock Awards” and “Option Awards” on the “Summary Compensation Table” later in this proxy statement. Year-over-year increases in LTI values shown in the Summary Compensation Table are influenced by the difference between the derived price used to determine the number of restricted stock units awarded and the fair market value of such awards on the date of grant. This differential can fluctuate materially based on market conditions on the date of grant. Consequently, we believe that the year-over-year change in LTI values approved by the Compensation Committee, as described above, is a more accurate indication of compensation actions taken by the Compensation Committee. 50 SBA Communications Corporation| 2022 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS Other Benefits We do not provide pension, supplemental retirement benefits or material perquisites to our executives as they are not tied to performance. Consequently, “All Other Compensation” constitutes less than 0.4% of the total compensation paid during 2021 to our CEO or any of our other NEOs. Our NEOs are eligible to participate in our active employee flexible benefits plans, which are generally available to all full-time employees. Under these plans, all employees are entitled to medical, vision, dental, life insurance and long-term disability coverage. All full-time employees are also entitled to vacation, sick leave and other paid holidays. SBA also provides all full-time employees, including our NEOs, with a 75% match on their 401(k) contributions up to $4,000. In addition to the benefits provided to all full-time employees, SBA’s officers, including our NEOs, are provided supplemental medical reimbursement insurance. Supplemental medical reimbursement insurance reimbursesfor which SBA pays the officer for co-pays, out-of-pocket expenses and most uncovered expenses.premiums. The Compensation Committee believes that SBA’s commitment to provide these employee benefits recognizes that the health and well-being of SBA’s NEOs contributes directly to a productive and successful work life that enhances results for SBA and its shareholders. 40 SBA Communications Corporation | 2016 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS
Severance and Change in Control Benefits We currently have employment agreements with each of Messrs. Stoops, Cavanagh, Bagwell and Hunt whichthat provide for certain severance payments and benefits if the executive’s employment terminates under certain circumstances, including as a result of, or following, a change in control. These severance payments are greatly reduced, or in the case of executives who are “retirement eligible” (as defined in our equity plan retirement policy) limited, in the event of a covered termination not associated with a change in control. These severance and change in control severance benefits, as well as a summary of potential payments relating to these and other termination events, can be found under the heading “Potential Payments Upon Termination or Change-in-Control” on page 49.60. Other Compensation Practices Equity Grant Practices. It is the Compensation Committee’s practice to insureensure that equity awards are not impacted by the release of material non-public information. Traditionally, the Compensation Committee has granted employee and executive officer equity awards subsequent toafter the release of SBA’s annual financial and operational results. Commencing in 2009, the Compensation Committee adopted an equity grant policy which provides that annual employee grants will be made on the fourth business day in March, absent any material non-public information, in part to assure the prior public dissemination of our annual report on Form 10-K. The exercise price of a stock option will continue to be equal to the closing price of our common stock on the date of the grant. Officer and Director Stock Ownership Guidelines. Our Stock Ownership Guidelines establish minimum equity ownership requirements for our CEO, our Executive Vice Presidents, each of our other officers and each member of our Board. The purposes of the Guidelines are to align the interests of those officers and directors with the interests of shareholders and further promote our commitment to sound corporate governance. The minimum required ownership is determined (i) with respect to each officer, as a multiple of the officer’s annual base salary as of the date of calculation and (ii) with respect to each director, as a multiple of the director’s annual retainer as of the date of calculation and, in each instance, then converted to a fixed number of shares. TheAs of December 31, 2021, the minimum ownershipsownership levels are as follows: | | | | Position | | Multiple of Base Salary
or Annual Retainer | CEO | | 6x Base Salary | Executive Vice Presidents | | 3x Base Salary | Other OfficerOfficers | | 1x Base Salary | Director | | 3x5x Annual Retainer |
SBA Communications Corporation| 2022 Proxy Statement 51
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS The Guidelines provide that (1) outstanding shares directly owned, (2) outstanding shares indirectly owned (but only to the extent that the officer or director has an economic interest in, or a voting right over, such shares) and (3) shares held in savings, retirement or deferred compensation plans may be included in determining whether an officer or a director has met the minimum ownership requirement. Until such time as an officer or director has met his or her minimum required ownership, he or she must retain 100% of all shares, net of taxes, received from the settlement of restricted stock unit awards granted under our incentive plans. Shares that are used in determining if an officer or a director has met the minimum ownership requirements may not be pledged. Prohibition on Hedging. Officers, directors and directorsemployees and their respective family members are not permitted to enter into hedging arrangements with respect to shares of SBA Class A Common Stock that they beneficially own. SBA Communications Corporation| 2016 Proxy Statement 41
COMPENSATION DISCUSSION AND ANALYSIS > COMPENSATION COMPONENTS AND DECISIONS
Tax Deductibility of Compensation. Code Section 162(m). Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), imposes a $1 million limit on the amount that a public company may deduct for compensation paid to covered employees. However, performance-based compensation, as defined in the tax law, is fully deductible if the programs are approved by shareholders and meet other requirements. We believe that tax deductibility is only one factor to take into consideration in connection with executive compensation decisions. Consequently, we may make payments, such as restricted stock units or any payments under the annual incentive plan, that are not fully deductible if, in our judgment, such payments are necessary to achieve our compensation objectives and to protect shareholder interests. Code Section 409A. Under Section 409A of the Code, amounts deferred by an NEO under a nonqualified deferred compensation plan (including certain severance plans) may be included in gross income when earned and subject to a 20% additional federal tax, unless the plan complies with certain requirements related to the timing of deferral election and distribution decisions. We administer our plans consistent with Section 409A requirements and have amended plan documents to reflect Section 409A requirements.
Code Sections 280G and 4999. Sections 280G and 4999 of the Code limit a public company’s ability to take a tax deduction for certain “excess parachute payments” (as defined in Sections 280G and 4999) and impose excise taxes on each executive that receives “excess parachute payments” in connection with his or her severance from a public company in connection with a change in control. The Compensation Committee considers, as one of many factors, the adverse tax liabilities imposed by Sections 280G and 4999, as well as other competitive factors, when it structures certain post-termination compensation payable to our NEOs. The potential adverse tax consequences to our company and/or the executive, however, are not necessarily determinative factors in such decisions. Summary
The Compensation Committee and the Board believe that the caliber and motivation of all our employees, and especially our executive leadership, are essential to SBA’s performance. The Compensation Committee believes our management compensation programs contribute to our ability to differentiate our performance from others in the marketplace. Moreover, we believe that SBA’s overall executive compensation philosophy and programs are market competitive, performance-based and shareholder aligned. Accordingly, the Compensation Committee strives to assure that SBA will continue to attract, motivate and retain high caliber executive management to serve the interests of SBA and its shareholders. We will continue to evolve and administer our compensation program in a manner that we believe will be in our shareholders’ interests and worthy of shareholder support.
Non-GAAP Reconciliation This Compensation Discussion and Analysis includes the following non-GAAP financial measures: Annualized Adjusted EBITDA, Adjusted EBITDA Margin, AFFO Per Share andper share, Tower Cash Flow.Flow, Tower Cash Flow Margin and Return on Invested Capital. Please see ExhibitAppendix A of this proxy statement for a reconciliation of such measures. 4252 SBA Communications Corporation| 20162022 Proxy Statement
COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on such review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement. Respectfully submitted by the Compensation Committee of the Board, The Compensation Committee Jack Langer Brian C. CarrKevin L. Beebe
Mary S. Chan Duncan H. Cocroft George R. Krouse Jr.
March 21, 2016 25, 2022 SBA Communications Corporation | 20162022 Proxy Statement 4353
EXECUTIVE COMPENSATION Summary Compensation Table The following table presents certain summary information for the fiscal years ended December 31, 2015, 20142021, 2020 and 20132019 concerning compensation earned for services rendered in all capacities by our Chief Executive Officer, our Chief Financial Officer and our other three most highly compensated executive officers, in each instance whose total compensation exceeded $100,000 during the fiscal year ended December 31, 2015.2021. We refer to these officers collectively as our named executive officers. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | | Salary ($) | | | Stock
Awards ($)(1) | | | Option
Awards ($)(1) | | | Non-Equity
Incentive Plan
Compensation
($)(2) | | | All Other
Compensation
($) | | | Total ($) | | Jeffrey A. Stoops | | | 2015 | | | $ | 750,000 | | | $ | 2,004,279 | | | $ | 3,990,141 | | | $ | 609,000 | | | $ | 12,956 | (3) | | $ | 7,366,376 | | President and | | | 2014 | | | | 700,000 | | | | 1,701,103 | | | | 3,419,919 | | | | 820,750 | | | | 26,675 | | | | 6,668,447 | | Chief Executive Officer | | | 2013 | | | | 650,000 | | | | 1,388,051 | | | | 2,783,977 | | | | 812,500 | | | | 19,614 | | | | 5,654,142 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brendan T. Cavanagh | | | 2015 | | | | 450,000 | | | | 678,517 | | | | 1,350,886 | | | | 293,000 | | | | 9,764 | (3) | | | 2,782,167 | | Executive Vice President and | | | 2014 | | | | 400,000 | | | | 587,127 | | | | 1,180,466 | | | | 400,000 | | | | 9,493 | | | | 2,577,087 | | Chief Financial Officer | | | 2013 | | | | 360,000 | | | | 451,078 | | | | 904,791 | | �� | | 360,000 | | | | 6,642 | | | | 2,082,510 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kurt L. Bagwell | | | 2015 | | | | 475,000 | | | | 803,481 | | | | 1,599,756 | | | | 333,000 | | | | 6,987 | (3) | | | 3,218,223 | | Executive Vice President and | | | 2014 | | | | 425,000 | | | | 708,068 | | | | 1,423,503 | | | | 398,650 | | | | 8,742 | | | | 2,963,964 | | President – International | | | 2013 | | | | 390,000 | | | | 596,839 | | | | 1,197,109 | | | | 390,000 | | | | 7,555 | | | | 2,581,504 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Thomas P. Hunt | | | 2015 | | | | 475,000 | | | | 803,481 | | | | 1,599,756 | | | | 380,000 | | | | 108 | | | | 3,258,344 | | Executive Vice President, Chief Administrative Officer and General Counsel | | | 2014 | | | | 425,000 | | | | 708,068 | | | | 1,423,503 | | | | 403,750 | | | | - | | | | 2,960,322 | | | | | 2013 | | | | 390,000 | | | | 596,839 | | | | 1,197,109 | | | | 390,000 | | | | 7,581 | | | | 2,581,530 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jason V. Silberstein | | | 2015 | | | | 380,000 | | | | 585,698 | | | | 1,166,020 | | | | 179,000 | | | | 6,538 | (3) | | | 2,317,256 | | Executive Vice President | | | 2014 | | | | 330,000 | | | | 497,329 | | | | 999,932 | | | | 330,000 | | | | 9,270 | | | | 2,166,532 | | – Site Leasing | | | 2013 | | | | 300,000 | | | | 399,036 | | | | 800,392 | | | | 300,000 | | | | 9,655 | | | | 1,809,084 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal
Position | | Year | | | Salary ($) | | | Stock Awards ($)(1)(2) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($) | | | Total ($) | | | | | | | | | | Jeffrey A. Stoops | | | 2021 | | | | 1,030,000 | | | | 7,172,549 | | | | — | | | | 1,776,750 | | | | 15,880(4) | | | | 9,995,179 | | President and | | | 2020 | | | | 1,000,000 | | | | 10,198,671 | | | | — | | | | 1,603,500 | | | | 16,873 | | | | 12,819,044 | | Chief Executive Officer | | | 2019 | | | | 980,000 | | | | 2,543,085 | | | | 5,075,868 | | | | 1,543,500 | | | | 13,798 | | | | 10,156,251 | | | | | | | | | | Brendan T. Cavanagh | | | 2021 | | | | 654,000 | | | | 2,744,822 | | | | — | | | | 740,590 | | | | 21,592(4) | | | | 4,161,004 | | Executive Vice | | | 2020 | | | | 615,000 | | | | 3,824,502 | | | | — | | | | 657,435 | | | | 16,465 | | | | 5,113,402 | | President and Chief Financial Officer | | | 2019 | | | | 600,000 | | | | 945,043 | | | | 1,886,302 | | | | 642,000 | | | | 25,407 | | | | 4,098,752 | | | | | | | | | | Kurt L. Bagwell | | | 2021 | | | | 654,000 | | | | 2,744,822 | | | | — | | | | 701,088 | | | | 21,592(4) | | | | 4,121,502 | | Executive Vice | | | 2020 | | | | 635,000 | | | | 4,026,011 | | | | — | | | | 590,000 | | | | 7,660 | | | | 5,258,671 | | President and President – International | | | 2019 | | | | 625,000 | | | | 996,634 | | | | 1,989,177 | | | | 687,500 | | | | 15,658 | | | | 4,313,969 | | | | | | | | | | Thomas P. Hunt | | | 2021 | | | | 654,000 | | | | 2,744,822 | | | | — | | | | 701,088 | | | | 17,592(4) | | | | 4,117,502 | | Executive Vice | | | 2020 | | | | 635,000 | | | | 4,026,011 | | | | — | | | | 691,515 | | | | 886 | | | | 5,353,412 | | President, Chief Administrative Officer and General Counsel | | | 2019 | | | | 625,000 | | | | 996,634 | | | | 1,989,177 | | | | 637,500 | | | | 7,044 | | | | 4,255,355 | | | | | | | | | | Jason V. Silberstein | | | 2021 | | | | 541,000 | | | | 2,107,530 | | | | — | | | | 731,432 | | | | 16,204(4) | | | | 3,396,166 | | Executive Vice | | | 2020 | | | | 525,000 | | | | 3,060,228 | | | | — | | | | 508,725 | | | | 5,709 | | | | 4,099,662 | | President – Site Leasing | | | 2019 | | | | 510,000 | | | | 755,998 | | | | 1,509,014 | | | | 510,000 | | | | 7,464 | | | | 3,292,476 | |
| (1) | The amounts in these columns do not reflect compensation actually received by the named executive officer nor do they reflect the actual value that will be recognized by the named executive officer. Instead the amounts reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the restricted stock unit awards and the option awards, refer to Note 1413 to our financial statements for the year ended December 31, 2015,2021, which are included in our Annual Report on Form 10-K for the year ended December 31, 20152021 filed with the SEC. Values shown above are based on grant date fair value of the awards, rather than the LTI values approved by the Compensation Committee as discussed on page 50. |
54 SBA Communications Corporation| 2022 Proxy Statement
EXECUTIVE COMPENSATION > SUMMARY COMPENSATION TABLE | (2) | For Messrs. Stoops, Cavanagh, Bagwell, Hunt and Silberstein, $4,785,510, $1,831,340, $1,831,340, $1,831,340 and $1,406,140, respectively, of this amount represents the aggregate grant date fair value of Performance RSUs granted in 2021. The aggregate grant date fair value of the Performance RSUs was computed based on the probable outcome of the applicable performance target as of the grant date and 100% achievement of such performance target. The value of the Performance RSUs at the grant date assuming the highest level of performance achieved (earned at 200% of target) would be $9,571,020, $3,662,680, $3,662,680, $3,662,680 and $2,812,280 for Messrs. Stoops, Cavanagh, Bagwell, Hunt and Silberstein, respectively. |
(2)(3) | The amounts reported in this column reflect compensation earned for 2015, 20142021, 2020 and 20132019 performance under our annual cash incentive compensation program. We make payments under this program in the first quarter of the fiscal year following the fiscal year in which they were earned after finalization of our audited financial statements. |
(3)(4) | These amounts represent reimbursements for health insurance and medical expensesinclude (a) premiums paid by SBA pursuant to our supplemental medical reimbursementinsurance program of $11,880 for Mr. Stoops, $17,592 for each of Messrs. Cavanagh, Bagwell and Hunt and $12,204 for Mr. Silberstein and (b) other than Mr. Hunt, company matching contributions of $4,000 to each such named executive officer’s 401(k) plan. |
44SBA Communications Corporation | 20162022 Proxy Statement 55
EXECUTIVE COMPENSATION> GRANTS OF PLAN-BASED AWARDS Grants of Plan-Based Awards The following table provides information about cash (non-equity) and equity incentive compensation awarded to our named executive officers in 20152021 including: (1) the range of possible cash payouts under our annual incentive compensation program; (2) the grant date of equity awards; (3) the number of time-based and performance-based restricted stock unit grants;units granted; and (4) the number and exercise price of stock option grants; and (5) the grant date fair value of the time-based and performance-based restricted stock unit grants and stock option grants calculated in accordance with FASB ASC Topic 718. The time-based and performance-based restricted stock unit awards and stock option awards were granted under SBA’s 20102021 Performance and Equity Incentive Plan, which is discussed in greater detail in this proxy statement under the caption “Compensation Discussion and Analysis.” The exercise price of all options was equal to the closing market price of our Class A common stock on the date of grant. | | Name | | | Estimated Future
Payouts Under Non- Equity Incentive Plan
Awards(1) | | | Grant
Date | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All other
stock
awards:
Number
of shares
of stock
or units
(#)(4) | | | Grant date
fair value
of stock
awards ($) | | | | Threshold
($) | | | Target
($)(2) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | | | | | Jeffrey A. Stoops | | | | $772,500 | | | $ | 1,545,000 | | | | 3/4/2021 | | | | 5,059 | | | | 10,118 | | | | 20,236 | | | | | | $ | 2,387,039 | | | | | | | | | | | | | | | | | | | | | | | | | 3/4/2021 | | | | 5,059 | | | | 10,118 | | | | 20,236 | | | | | | | 2,398,472 | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan
Awards(1) | | | Grant Date | | | All other stock
awards:
Number of
shares of
stock or units
(#)(3) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(4) | | | Exercise
or
Base
Price
of Option
Awards
($/Sh) | | | Grant date
fair
value of
stock and
option
awards ($) | | | | | | | | 3/4/2021 | | | | | | | | | | 10,118 | | | | 2,387,039 | | | Name | | Threshold ($) | | | Target ($)(2) | | | Jeffrey A. Stoops | | $ | 375,000 | | | $ | 937,500 | | | | 3/5/2015 | | | 16,087 | | | | 160,715 | | | $ | 124.59 | | | $ | 5,994,420 | | | | | | | | Brendan T. Cavanagh | | 180,000 | | | | 450,000 | | | | 3/5/2015 | | | 5,446 | | | | 54,411 | | | $ | 124.59 | | | 2,029,403 | | | | 327,000 | | | | 654,000 | | | | 3/4/2021 | | | | 1,936 | | | | 3,872 | | | | 7,744 | | | | | | | 913,482 | | Brendan T. Cavanagh | | | | | | | | 3/4/2021 | | | | 1,936 | | | | 3,872 | | | | 7,744 | | | | | | | 917,858 | | | | | | | | | 3/4/2021 | | | | | | | | | | 3,872 | | | | 913,482 | | | | | | | Kurt L. Bagwell | | 190,000 | | | | 475,000 | | | | 3/5/2015 | | | 6,449 | | | | 64,435 | | | $ | 124.59 | | | 2,403,237 | | | | 327,000 | | | | 654,000 | | | | 3/4/2021 | | | | 1,936 | | | | 3,872 | | | | 7,744 | | | | | | | 913,482 | | | | | | | | | | 3/4/2021 | | | | 1,936 | | | | 3,872 | | | | 7,744 | | | | | | | 917,858 | | | | | | | | | | 3/4/2021 | | | | | | | | | | 3,872 | | | | 913,482 | | | | | | | Thomas P. Hunt | | 190,000 | | | | 475,000 | | | | 3/5/2015 | | | 6,449 | | | | 64,435 | | | $ | 124.59 | | | 2,403,237 | | | | 327,000 | | | | 654,000 | | | | 3/4/2021 | | | | 1,936 | | | | 3,872 | | | | 7,744 | | | | | | | 913,482 | | | | | | | | | | 3/4/2021 | | | | 1,936 | | | | 3,872 | | | | 7,744 | | | | | | | 917,858 | | | | | | | | | | 3/4/2021 | | | | | | | | | | 3,872 | | | | 913,482 | | | | | | | Jason V. Silberstein | | 152,000 | | | | 380,000 | | | | 3/5/2015 | | | 4,701 | | | | 46,965 | | | $ | 124.59 | | | 1,751,718 | | | | 270,500 | | | | 541,000 | | | | 3/4/2021 | | | | 1,487 | | | | 2,973 | | | | 5,946 | | | | | | | 701,390 | | Jason V. Silberstein | | | | | | | | 3/4/2021 | | | | 1,487 | | | | 2,973 | | | | 5,946 | | | | | | | 704,750 | | | | | | | | | 3/4/2021 | | | | | | | | | | 2,973 | | | | 701,390 | |
| (1) | The amounts in these columns reflect potential payments of annual cash incentive compensation based on 20152021 performance. The 20152021 annual cash incentive payments were made in March 2016.2022. The actual amounts paid under our annual cash incentive compensation program are the amounts reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |
| (2) | As described in the Compensation Discussion and Analysis section on page 37,47, each performance metric in the annual incentive compensation program has a minimum, budget, targetstretch and maximum level, entitling the officer to 40%50%, 50%75%, 100% or 150%200% of the amount of annual incentive compensation allocated to such metric. An executive would be entitled to receive 100% of his annual cash incentive opportunitybonus target if SBA and the individual met each of the performance metrics at the targetstretch level. However, as SBA has a policy that no named executive officer may receive annual cash incentive compensation in excess of his annual cash incentive opportunity, achievement of any performance metric at the maximum level could only offset achievement of another performance metric below the target level. |
| (3) | This column represents the number of restricted stock unitsPerformance RSUs granted in 20152021 to the named executive officers. The threshold, target and maximum amounts reflect the maximum number of shares that may be earned assuming that 50%, 100% and 200% of the applicable performance target is achieved. See note 2 to the Summary Compensation Table and page 50 of the Compensation Discussion and Analysis section for additional information. |
56 SBA Communications Corporation| 2022 Proxy Statement
EXECUTIVE COMPENSATION > NARRATIVE DISCLOSURE TO COMPENSATION TABLES | (4) | This column represents the number of Time RSUs granted in 2021 to the named executive officers. These restricted stock units vest in fourthree equal annual installments, beginning on March 5, 2016,4, 2022, the first anniversary of the grant date. |
(4) | This column represents the number of stock options granted in 2015 to the named executive officers. These stock options vest and become exercisable ratably in four equal annual installments, beginning on March 5, 2016, the first anniversary of the grant date. |
SBA Communications Corporation| 2016 Proxy Statement 45
EXECUTIVE COMPENSATION> NARRATIVE DISCLOSURE TO COMPENSATION TABLES
Narrative Disclosure to Summary Compensation Table and Grants ofPlan-Based Awards Table Employment Agreements As discussed above under the caption “Compensation Discussion and Analysis,” we have entered into employment agreements with Messrs. Stoops, Cavanagh, Bagwell and Hunt in order to further our ability to retain their services as executive officers of SBA. Material Terms of Employment Agreement with Mr. Stoops We entered into anEffective August 3, 2020 (as amended on October 1, 2021), we renewed our employment agreement with Mr. Stoops, effective October 30, 2014, that replaced his existing employment agreement. TheStoops. Mr. Stoops’ employment agreement provides for Mr. Stoopshim to serve in his present position until its expiration on December 31, 2017.2023. Under the employment agreement, Mr. Stoops is entitled to receive a base salary and an annual cash bonus based on achievement of performance criteria established by the Board of Directors. For 2015,2021, Mr. Stoops had a minimum targetannual bonus opportunitytarget equal to 125%150% of his 20152021 base salary. The employment agreement also provides for noncompetition, noninterference, non-disparagement and nondisclosure covenants.
Material Terms of Employment Agreements with Messrs. Cavanagh, Bagwell and Hunt We entered intoEffective October 1, 2021, we renewed our employment agreements with Messrs. Cavanagh, Bagwell and Hunt, effective December 7, 2015, that replaced each officer’s existingHunt. These employment agreement. The employment agreements which provide for each of Messrs. Cavanagh, Bagwell and Hunt to continue to serve in their present positions expire onuntil December 31, 2018.2024.
The employment agreements with each of Messrs. Cavanagh, Bagwell and Hunt provide that the executive is entitled to receive a minimum base salary, set at the rate in effect immediately prior to the effective date of the employment agreement, which amount may be increased by the Board, and that each executive officer will have a minimum target bonus opportunity, which may be increased by the Board. The 2015 target2021 annual bonus opportunitiestargets were set at 100% of annual base salary for each of Messrs. Cavanagh, Bagwell and Hunt. In addition, each of the employment agreements provides for noncompetition, noninterference, non-disparagement and nondisclosure covenants. Terminations and Change in Control Provisions Each of the employment agreements with Messrs. Stoops, Cavanagh, Bagwell and Hunt provide that upon termination of the executive’s employment without cause, or upon his resignation for good reason, he is entitled to receive certain benefits. A discussion of these benefits and how these provisions would be applied if eitherany of Messrs. Stoops, Cavanagh, Bagwell, or Hunt had been terminated or if a change in control had occurred on December 31, 20152021 can be found under the heading “Potential Payments Upon Termination or Change-in-Control” beginning on page 49.60. Such payments are subject to the executive’s execution of a full release and waiver of claims against SBA. 46SBA Communications Corporation| 20162022 Proxy Statement 57
EXECUTIVE COMPENSATION> OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning unexercised options and unvested restricted stock units for each named executive officer outstanding as of the end of the fiscal year ended December 31, 2015.2021. Each stock option and restricted stock unit grant is shown separately for each named executive officer. | | | | | | Option Awards | | Stock Awards | | | | | | Option Awards | | | | Stock Awards | | | Name | | Equity Award
Grant Date | | Number of Securities Underlying Unexercised Options (#) exercisable | | Number of Securities Underlying Unexercised Options (#) unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of shares or units of stock that have not vested (#)(1) | | Market value of shares or units of stock that have not vested ($)(2) | | | Equity
Award
Grant Date | | Securities
Underlying
Unexercised
Options
(#)
exercisable | | Securities
Underlying
Unexercised
Options
(#)
unexercisable | | | | Option
Exercise
Price
($) | | Option
Expiration
Date | | | | # of
shares or
units of
stock that
have not
vested
(#) | | | | Market value of shares or
units of
stock that
have not
vested
($)(3) | | Equity Incentive Plan Awards: # of Unearned Shares/Units
or Other Rights That Have not Vested (#)(4) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares/Units or
Other Rights that Have Not Vested ($)(3) | | | | | | | | | | Jeffrey A. Stoops | | | 3/4/2010 | | | | 81,798 | | | | - | | | | 35.71 | | | | 3/4/2017 | | | | | | | | | 3/6/2018 | | | | 103,200 | | | | 34,401 | | | | (5) | | | | 156.50 | | | | 3/6/2025 | | | | | | 3,586 | | | | (1) | | | | 1,395,026 | | | | — | | | | — | | | | | | 3/6/2019 | | | | 74,449 | | | | 74,997 | | | | (5) | | | | 182.30 | | | | 3/6/2026 | | | | | | 6,975 | | | | (1) | | | | 2,713,415 | | | | — | | | | — | | | | | 3/4/2011 | | | | 95,111 | | | | - | | | | 42.15 | | | | 3/4/2018 | | | | | | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | 6,512 | | | | (2) | | | | 2,533,298 | | | | — | | | | — | | | | | 3/6/2012 | | | | 79,837 | | | | 26,613 | (3) | | | 47.52 | | | | 3/6/2019 | | | | 5,886 | | | 618,442 | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 9,768 | | | | 3,799,947 | | | | | 3/6/2013 | | | | 72,614 | | | | 72,614 | (3) | | | 72.99 | | | | 3/6/2020 | | | | 9,509 | | | 999,111 | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 9,768 | | | | 3,799,947 | | | | | 3/6/2014 | | | | 43,882 | | | | 131,647 | (3) | | | 95.53 | | | | 3/6/2021 | | | | 13,356 | | | 1,403,315 | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | 10,118 | | | | (2) | | | | 3,936,104 | | | | — | | | | — | | | | | 3/5/2015 | | | | - | | | | 160,715 | (3) | | | 124.59 | | | | 3/5/2022 | | | | 16,087 | | | 1,690,261 | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 10,118 | | | | 3,936,104 | | | | | | | | | | | | | | | | | | | | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 10,118 | | | | 3,936,104 | | | | | | | 373,242 | | | | 391,589 | | | | | | | | 44,838 | | | 4,711,129 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 177,649 | | | | 109,398 | | | | | | | | | | | | 27,191 | | | | | | 10,577,843 | | | | 39,772 | | | | 15,472,103 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brendan T. Cavanagh | | | 3/4/2010 | | | | 28,409 | | | | - | | | | 35.71 | | | | 3/4/2017 | | | | | | | | | 3/6/2018 | | | | 37,659 | | | | 12,553 | | | | (5) | | | | 156.50 | | | | 3/6/2025 | | | | | | 1,309 | | | | (1) | | | | 509,227 | | | | — | | | | — | | | | | 3/4/2011 | | | | 29,593 | | | | - | | | | 42.15 | | | | 3/4/2018 | | | | | | | | | 3/6/2019 | | | | 27,870 | | | | 27,871 | | | | (5) | | | | 182.30 | | | | 3/6/2026 | | | | | | 2,592 | | | | (1) | | | | 1,008,340 | | | | — | | | | — | | | | | 3/6/2012 | | | | 23,327 | | | | 7,776 | (3) | | | 47.52 | | | | 3/6/2019 | | | | 1,720 | | | 180,720 | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | 2,442 | | | | (2) | | | | 949,987 | | | | — | | | | — | | | | | 3/6/2013 | | | | 23,599 | | | | 23,600 | (3) | | | 72.99 | | | | 3/6/2020 | | | | 3,090 | | | 324,666 | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,663 | | | | 1,424,980 | | | | | 3/6/2014 | | | | 15,147 | | | | 45,441 | (3) | | | 95.53 | | | | 3/6/2021 | | | | 4,610 | | | 484,373 | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,663 | | | | 1,424,980 | | | | | 3/5/2015 | | | | - | | | | 54,411 | (3) | | | 124.59 | | | | 3/5/2022 | | | | 5,446 | | | 572,211 | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | 3,872 | | | | (2) | | | | 1,506,285 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,872 | | | | 1,506,285 | | | | | | | 120,075 | | | | 131,228 | | | | | | | | 14,866 | | | 1,561,971 | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,872 | | | | 1,506,285 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 65,529 | | | | 40,424 | | | | | | | | | | | | 10,215 | | | | | | 3,973,839 | | | | 15,070 | | | | 5,862,531 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kurt L. Bagwell | | | 3/6/2012 | | | | - | | | | 11,227 | (3) | | | 47.52 | | | | 3/6/2019 | | | | 2,483 | | | 260,889 | | | | 3/6/2018 | | | | — | | | | 13,519 | | | | (5) | | | | 156.50 | | | | 3/6/2025 | | | | | | 1,409 | | | | (1) | | | | 548,129 | | | | — | | | | — | | | | | | 3/6/2019 | | | | 1,096 | | | | 29,391 | | | | (5) | | | | 182.30 | | | | 3/6/2026 | | | | | | 2,734 | | | | (1) | | | | 1,063,581 | | | | — | | | | — | | | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | 2,571 | | | | (2) | | | | 1,000,170 | | | | — | | | | — | | | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,856 | | | | 1,500,061 | | | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,856 | | | | 1,500,061 | | | | | 3/6/2013 | | | | 15,612 | | | | 31,224 | (3) | | | 72.99 | | | | 3/6/2020 | | | | 4,089 | | | 429,631 | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | 3,872 | | | | (2) | | | | 1,506,285 | | | | — | | | | — | | | | | 3/6/2014 | | | | 18,265 | | | | 54,797 | (3) | | | 95.53 | | | | 3/6/2021 | | | | 5,559 | | | 584,084 | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,872 | | | | 1,506,285 | | | | | 3/5/2015 | | | | - | | | | 64,435 | (3) | | | 124.59 | | | | 3/5/2022 | | | | 6,449 | | | 677,596 | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,872 | | | | 1,506,285 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,877 | | | | 161,683 | | | | | | | | 18,580 | | | 1,952,201 | | | | | | 1,096 | | | | 42,910 | | | | | | | | | | | | 10,586 | | | | | | 4,118,166 | | | | 15,456 | | | | 6,012,693 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Thomas P. Hunt | | | 3/5/2009 | | | | 59,250 | | | | - | | | | 19.68 | | | | 3/5/2016 | | | | | | | | | 3/6/2018 | | | | — | | | | 13,519 | | | | (5) | | | | 156.50 | | | | 3/6/2025 | | | | | | 1,409 | | | | (1) | | | | 548,129 | | | | — | | | | — | | | | | 3/4/2010 | | | | 39,142 | | | | - | | | | 35.71 | | | | 3/4/2017 | | | | | | | | | 3/6/2019 | | | | — | | | | 29,391 | | | | (5) | | | | 182.30 | | | | 3/6/2026 | | | | | | 2,734 | | | | (1) | | | | 1,063,581 | | | | — | | | | — | | | | | 3/4/2011 | | | | 43,519 | | | | - | | | | 42.15 | | | | 3/4/2018 | | | | | | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | 2,571 | | | | (2) | | | | 1,000,170 | | | | — | | | | — | | | | | 3/6/2012 | | | | 33,681 | | | | 11,227 | (3) | | | 47.52 | | | | 3/6/2019 | | | | 2,483 | | | 260,889 | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,856 | | | | 1,500,061 | | | | | 3/6/2013 | | | | 31,224 | | | | 31,224 | (3) | | | 72.99 | | | | 3/6/2020 | | | | 4,089 | | | 429,631 | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,856 | | | | 1,500,061 | | | | | 3/6/2014 | | | | 18,265 | | | | 54,797 | (3) | | | 95.53 | | | | 3/6/2021 | | | | 5,559 | | | 584,084 | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | 3,872 | | | | (2) | | | | 1,506,285 | | | | — | | | | — | | | | | 3/5/2015 | | | | - | | | | 64,435 | (3) | | | 124.59 | | | | 3/5/2022 | | | | 6,449 | | | 677,596 | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,872 | | | | 1,506,285 | | | | | | | | | | | | | | | | | | | | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 3,872 | | | | 1,506,285 | | | | | | | 225,081 | | | | 161,683 | | | | | | | | 18,580 | | | 1,952,201 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | 42,910 | | | | | | | | | | | | 10,586 | | | | | | 4,118,166 | | | | 15,456 | | | | 6,012,693 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jason V. Silberstein | | | 3/6/2012 | | | | - | | | | 6,861 | (3) | | | 47.52 | | | | 3/6/2019 | | | | 1,518 | | | 159,496 | | | | 3/4/2016 | | | | 1,035 | | | | — | | | | | | 96.58 | | | | 3/4/2023 | | | | | | — | | | | | | — | | | | — | | | | — | | | | | 3/6/2013 | | | | - | | | | 20,877 | (3) | | | 72.99 | | | | 3/6/2020 | | | | 2,734 | | | 287,261 | | | | 3/6/2017 | | | | 50,262 | | | | — | | | | | | 115.17 | | | | 3/6/2024 | | | | | | — | | | | | | — | | | | — | | | | — | | | | | 3/6/2014 | | | | 12,830 | | | | 38,492 | (3) | | | 95.53 | | | | 3/6/2021 | | | | 3,905 | | | 410,298 | | | | 3/6/2018 | | | | 30,417 | | | | 10,139 | | | | (5) | | | | 156.50 | | | | 3/6/2025 | | | | | | 1,057 | | | | (1) | | | | 411,194 | | | | — | | | | — | | | | | 3/5/2015 | | | | - | | | | 46,965 | (3 | | | 124.59 | | | | 3/5/2022 | | | | 4,701 | | | 493,934 | | | | 3/6/2019 | | | | 22,296 | | | | 22,296 | | | | (5) | | | | 182.30 | | | | 3/6/2026 | | | | | | 2,074 | | | | (1) | | | | 806,827 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | 1,954 | | | | (2) | | | | 760,145 | | | | — | | | | — | | | | | | | 12,830 | | | | 113,195 | | | | | | | | 12,858 | | | 1,350,990 | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 2,931 | | | | 1,140,218 | | | | | | | | | | | | | | | | | | | | | | | 2/25/2020 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 2,931 | | | | 1,140,218 | | | | | | | | | | | | | | | | | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | 2,973 | | | | (2) | | | | 1,156,556 | | | | — | | | | — | | | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 2,973 | | | | 1,156,556 | | | | | | 3/4/2021 | | | | — | | | | — | | | | | | — | | | | — | | | | | | — | | | | | | — | | | | 2,973 | | | | 1,156,556 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 104,010 | | | | 32,435 | | | | | | | | | | | | 8,058 | | | | | | 3,134,723 | | | | 11,808 | | | | 4,593,548 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
58 SBA Communications Corporation| 2022 Proxy Statement
EXECUTIVE COMPENSATION > OPTION EXERCISES AND STOCK VESTED | (1) | The restricted stock unitsTime RSUs that vest in four equal annual installments on the anniversary of the grant date. |
| (2) | Time RSUs that vest in three equal annual installments on the anniversary of the grant date. |
| (3) | The market value of the restricted stock unitsTime RSUs or Performance RSUs is calculated by multiplying the closing price of SBA’s Class A common stock on December 31, 20152021 ($105.07)389.02) by the number of restricted stock units. |
(3)(4) | The Performance RSUs vest, to the extent earned, on the third anniversary of the grant date. |
| (5) | The stock options awarded pursuant to this stock option grant vest and become exercisable in four equal annual installments on the anniversary of the grant date. |
SBA Communications Corporation| 2016 Proxy Statement 47
EXECUTIVE COMPENSATION> OPTION EXERCISES AND STOCK VESTED
Option Exercises and Stock Vested The following table provides information concerning exercises of stock options and vesting of restricted stock units and the value realized on exercise of such stock options and vesting of restricted stock units on an aggregated basis during the fiscal year ended December 31, 20152021 for each of the named executive officers. | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards(1) | | | Name | | Number of Shares
Acquired on
Exercise (#) | | | Value Realized on
Exercise ($)(2) | | | Number of Shares
Acquired on
Vesting (#)(3) | | | Value Realized on
Vesting ($)(4) | | Jeffrey A. Stoops | | | 2,372 | (5) | | | 179,133 | | | | 20,699 | | | | 2,580,459 | | Brendan T. Cavanagh | | | 0 | | | | 0 | | | | 6,503 | | | | 810,686 | | Kurt L. Bagwell | | | 22,107 | (6) | | | 1,837,818 | | | | 8,884 | | | | 1,107,559 | | Thomas P. Hunt | | | 0 | | | | 0 | | | | 8,884 | | | | 1,107,559 | | Jason V. Silberstein | | | 47,987 | (7) | | | 2,070,168 | | | | 5,688 | | | | 709,089 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | | Stock Awards(1) | | Name | | Gross # of
Shares
Acquired on
Exercise (#) | | Value
Realized on
Exercise ($)(2) | | | | # of Shares
Acquired on
Vesting (#)(3) | | Value
Realized on Vesting ($)(4) | | | | | | | Jeffrey A. Stoops | | | | 159,797 | (5) | | | | $92,017,222 | | | | | | | 14,786 | | | | | $3,608,111 | | | | | | | | Brendan T. Cavanagh | | | | 60,163 | | | | | $15,061,235 | | | | | | | 5,369 | | | | | $1,310,477 | | | | | | | | Kurt L. Bagwell | | | | 44,800 | | | | | $8,839,349 | | | | | | | 5,820 | | | | | $1,420,237 | | | | | | | | Thomas P. Hunt | | | | 113,114 | (6) | | | | $67,849,082 | | | | | | | 5,820 | | | | | $1,420,237 | | | | | | | | Jason V. Silberstein | | | | — | | | | | — | | | | | | | 4,361 | | | | | $1,064,319 | |
| (1) | These columns reflect restricted stock units previously awarded to the named executive officers that vested during 2015.2021. |
| (2) | The value realized on exercise for shares exercised is calculated by multiplying the number of shares times the difference between the closing price of Class A common stock on the date of exercise and the per share exercise price of the options. |
| (3) | Of these amounts, shares were withheld by us to cover tax withholding obligations as follows: Mr. Stoops, 7,7044,870 shares; Mr. Cavanagh, 2,0172,114 shares; Mr. Bagwell, 2,9101,542 shares; Mr. Hunt, 2,914 shares;1,542 shares and Mr. Silberstein, 1,6461,104 shares. |
| (4) | Calculated based on the closing market price of SBA Class A common stock on the business day prior to the applicable vesting dates ($124.87 and $124.59).dates. |
| (5) | We withheld 216,000 shares from Mr. Stoops’ option exercises to cover exercise prices and tax withholding obligations. Mr. Stoops exercised the options and held allreceived net shares of the shares acquired159,797 upon exercise of the options.his exercises. |
| (6) | We withheld 169,288 shares from Mr. Bagwell exercised the options and (i) used 785 of the shares acquired upon exercise of the options to pay theHunt’s option exercise price, (ii) sold 19,735to cover exercise prices and tax withholding obligations. Mr. Hunt received net shares of the shares acquired113,114 upon exercise of the options and (iii) held 1,587 of the shares acquired upon exercise of the options. |
his exercises. (7) | Mr. Silberstein exercised the options and sold all of the shares acquired upon exercise of the options. |
48SBA Communications Corporation| 20162022 Proxy Statement 59
EXECUTIVE COMPENSATION> POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Potential Payments Upon Termination or Change-in-Control Our employment agreements with Messrs. Stoops, Cavanagh, Bagwell and Hunt provide for severance payments under certain circumstances. The material terms of the severance provisions for the employment agreements in effect as of December 31, 20152021 are as follows: Covered terminations. The executive would receive severance payments if his employment were terminated (1) by SBA without cause or (2) by the executive for good reason (a “Covered Termination”) or (3) due to death or disability. The amount of such severance payments varies to the extent that such termination occurs (A) on or after a change in control, (B) six months prior to a change in control if it is reasonably demonstrated that such termination was in contemplation of the change in control, or (C) at the time an executive is “Retirement Eligible” (defined as a person who (i) is at least 55 years old, (ii) has worked for us for at least five years and (iii) the sum of his or her age and length of service is at least 70). | • | | Covered terminations. The executive would receive severance payments if his employment were terminated (1) by SBA without cause, (2) by the executive for good reason or (3) after a change in control in the case of Mr. Stoops, or the later of December 31, 2015 or within two years of a change in control in the case of Messrs. Cavanagh, Bagwell and Hunt (i) by SBA without cause or (ii) by the executive for good reason. |
“Cause,” means any of the following events: (i) the officer’s willful, material violation of any law applicable to our business; (ii) the officer’s conviction of, or plea of “no contest,” to a felony; (iii) any willful perpetration by the officer of an act involving moral turpitude or common law fraud; (iv) any act of gross negligence by the officer in the performance of his duties; (v) any material violation by the officer of our Code of Ethics, or with respect to Mr. Stoops, our Code of Ethics and our Code of Conduct; (vi) any willful misconduct by the officer that is materially injurious to our company; (vi)(vii) the willful and continued failure or refusal of the officer to satisfactorily perform the duties reasonably required of him; or (vii)(viii) any breach by the officer of provisions in his employment agreement relating to noncompetition, noninterference, non-disparagement and nondisclosure. With respect to Mr. Stoops, “cause” also includes “any material violation of the employee manuals of our company, as in effect from time to time.” With respect to Messrs. Cavanagh, Bagwell and Hunt, “cause” also includes (x) the officer’s material violation of our Code of Ethics;nondisclosure; or (y)(ix) the indictment for any crime, whether a felony or misdemeanor, involving the purchase or sale of any security, mail or wire fraud, theft, embezzlement, moral turpitude, or our property where such indictment has a material adverse impact on the officer’s ability to perform his duties. “Good reason,” means any of the following events: (i) the officer’s position, title, duties, and reporting responsibilities in effect on the effective date become less favorable in any material respect, provided, however, that good reason will not have occurred if either (1) (a) the diminution in the officer’s position, duties or reporting responsibilities is solely and directly a result of SBA no longer being a publicly-traded company; (2)(b) the event resulting in SBA no longer being a publicly-traded entity is a leveraged buyout, acquisition by a private equity fund and/or other similar “going private” transaction and is not as a result of the acquisition of SBA or its business by another operating company; and (3)(c) the officer continues to hold the same position and title with SBA and no other act or omission has occurred that would constitute an event of good reason, or (2) the diminution in the officer’s position, duties or reporting responsibilities is during a period of physical or mental incapacity of the officer; (ii) a reduction in, or, in the case of Messrs. Cavanagh, Bagwell and Hunt, a change in the form of, the base salary, bonus, or material benefits, as of the effective date, other than an across-the-board reduction applicable to all of our senior executive officers; or (iii) the relocation, without the officer’s consent, of the officer’s principal place of business to a location that is more than 60 miles (or 20 miles for Mr. Stoops) from the officer’s primary business location on the effective date. A “change in control,” will be deemed to have occurred when (i) any person is or becomes the beneficial owner, directly or indirectly, of our securities representing 35% or more of the combined voting power of our then-outstanding securities; (ii) a majority of the Board of Directors is not constituted of (A) individuals who were on the Board as of the effective date (“Incumbent Directors”) and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest) whose appointment or election by the Board or nomination for election by our shareholders was approved or recommended by a vote of at least a majority of the Incumbent Directors; (iii) a merger or consolidation of our company is consummated, other than (A) a merger or consolidation which would result in our voting securities outstanding immediately prior to such merger or consolidation continuing to represent at least 50% of the combined voting power of the surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of our company (or similar transaction) in which no person is or becomes the beneficial owner, directly or 60 SBA Communications Corporation | 20162022 Proxy Statement 49
EXECUTIVE COMPENSATION> POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL | | majority of the Board of Directors is not constituted of (A) individuals who were on the Board as of the effective date (“Incumbent Directors”) and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest) whose appointment or election by the Board or nomination for election by our shareholders was approved or recommended by a vote of at least a majority of the Incumbent Directors; (iii) a merger or consolidation of our company is consummated, other than (A) a merger or consolidation which would result in our voting securities outstanding immediately prior to such merger or consolidation continuing to represent at least 50% of the combined voting power of the surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of our company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power of our then outstanding securities; or (iv) our shareholders approve a plan of complete liquidation or dissolution of our company or there is consummated an agreement for the sale or disposition of all or substantially all of our assets, other than a sale or disposition of all or substantially all of our assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of our company in substantially the same proportions as their ownership of our company immediately prior to such sale. |
Stoops Severance Payment. Pursuant to Mr. Stoops’ employment agreement, upon the occurrence of a Covered Termination, Mr. Stoops would receive a severance payment equal to the sum of: | • | | Stoops Severance Payment. Upon the occurrence of a covered termination, Mr. Stoops would receive a severance payment equal to the sum of: (a) an amount equal to the pro rata portion of the minimum target bonus opportunity for the period of service in the year in which the termination or resignation occurs, and (b) an amount equal to the applicable multiple multiplied by the sum of Mr. Stoops’ (i) base salary for the year in which the termination or resignation occurs, (ii) Reference Bonus (as defined below) and (iii) Reference Benefits Value (as defined below). Mr. Stoops’ severance payment is payable in a lump sum. “Applicable multiple,” means two (2), in the event the termination occurs prior to a change in control of SBA, and three (3), in the event the termination occurs on or after a change in control of SBA. Reference Benefits Value means the greater of (x) $33,560 and (y) the value of all medical, dental, health, life, and other fringe benefit plans for the year in which the termination or resignation occurs. Reference Bonus means the greater of (i) 75% of Mr. Stoops’ minimum target bonus opportunity for the year in which the termination or resignation occurs and (ii) 100% of the bonus paid for the year immediately preceding the year in which the termination or resignation occurred. |
(a) an amount equal to the pro rata portion of the minimum annual bonus target for the period of service in the year in which the termination or resignation occurs; and | • | | Cavanagh, Bagwell and Hunt Severance Payment. Upon the occurrence of a covered termination, Messrs. Cavanagh, Bagwell and Hunt would receive a severance payment equal to the sum of: (a) an amount equal to the pro rata portion of the minimum target bonus opportunity for the period of service in the year in which the termination or resignation occurs, and (b) an amount equal to the applicable multiple multiplied by the sum of such officer’s (i) base salary for the year in which the termination or resignation occurs and (ii) the minimum target bonus opportunity. “Applicable multiple,” means one (1) in the event a termination or resignation occurs prior to a change in control of SBA, and two (2) in the event termination or resignation occurs on or after a change in control of SBA. Each of Messrs. Cavanagh’s, Bagwell’s and Hunt’s severance payment is payable in a lump sum. |
(b) an amount equal to the applicable multiple (as defined below) multiplied by the sum of Mr. Stoops’ (i) base salary for the year in which the termination or resignation occurs, (ii) reference bonus (as defined below) and (iii) reference benefits value (as defined below); provided, however, that Mr. Stoops will only be eligible to receive the amounts in this clause (b), if he is (A) not “Retirement Eligible” at the time of the termination or resignation or (B) such Covered Termination occurs after a change in control or within six months prior to a change in control and it is reasonably demonstrated that such Covered Termination was in contemplation of the Change in Control during such six month period. | • | | Impact of termination upon Change in Control“Applicable multiple,” means two, in the event the termination occurs prior to a change in control of SBA and three, in the event the termination occurs on or after a change in control of SBA. “Reference bonus” means the greater of (i) 75% of Mr. Stoops’ minimum annual bonus target for the year in which the termination or resignation occurs and (ii) 100% of the bonus paid for the year immediately preceding the year in which the termination or resignation occurred. “Reference benefits value” means the greater of (x) $33,560 and (y) the value of all medical, dental, health, life, and other fringe benefit plans for the year in which the termination or resignation occurs. Mr. Stoops’ severance payment is payable in a lump sum. Cavanagh, Bagwell and Hunt Severance Payment. Pursuant to the respective employment agreement, upon the occurrence of a Covered Termination, Messrs. Cavanagh, Bagwell and Hunt would receive a severance payment equal to the sum of: (a) an amount equal to the pro rata portion of the minimum annual bonus target for the period of service in the year in which the termination or resignation occurs; and (b) an amount equal to the applicable multiple multiplied by the sum of such officer’s (i) base salary for the year in which the termination or resignation occurs and (ii) the minimum annual bonus target; provided, however, that the executive will only be eligible to receive the amounts in this clause (b), if he is (A) not “Retirement Eligible” at the time of the termination or resignation or (B) such Covered Termination occurs after a change in control or within six months prior to a change in control and it is reasonably demonstrated that such Covered Termination was in contemplation of the Change in Control during such six month period. “Applicable multiple,” means one, in the event a termination or resignation occurs prior to a change in control of SBA (and such officer is not Retirement Eligible at such time), and two, in the event termination or resignation occurs on or after a change in control of SBA. Each of Messrs. Cavanagh’s, Bagwell’s and Hunt’s severance payment is payable in a lump sum. Death or Disability. If the employment of Messrs. Stoops, Cavanagh, Bagwell or Hunt is terminated due to death or disability, such officer or his estate would receive an amount equal to the pro rata portion of the minimum annual bonus target for the period of service in the year in which the termination occurs. This amount is payable in a lump sum. Based on a termination due to death or disability on December 31, 2021, the pro rata bonus severance amount would have been $1,545,000 for Mr. Stoops and $654,000 for each of Messrs. Cavanagh, Bagwell and Hunt.. Upon the occurrence of a change in control, the term of each of the employment agreements is extended three years in the case
|
50SBA Communications Corporation| 20162022 Proxy Statement 61
EXECUTIVE COMPENSATION> POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL | of Mr. Stoops, and the later of December 31, 2015 or two years in the case of each of Messrs. Cavanagh, Bagwell and Hunt. |
Impact of termination upon Change in Control. Upon the occurrence of a change in control, the term of each of the employment agreements is extended three years in the case of Mr. Stoops, and the later of December 31, 2021 or two years in the case of each of Messrs. Cavanagh, Bagwell and Hunt. | • | | Benefit continuation. For each of Messrs. Cavanagh, Bagwell and Hunt, basic employee benefits such as medical, dental and life insurance, but excluding the supplemental medical reimbursement benefit, would be continued until the earlier of the applicable multiple of years from the date of termination or the date the officer becomes eligible for comparable benefits provided by a third party. |
Benefit continuation. For each of Messrs. Cavanagh, Bagwell and Hunt, basic employee benefits such as medical, dental and life insurance, but excluding the supplemental medical reimbursement benefit, would be continued until the earlier of the applicable multiple of years from the date of Covered Termination or the date the officer becomes eligible for comparable benefits provided by a third party, unless such executive was Retirement Eligible at the time of such Covered Termination and it was not after a change in control. | • | | Excise tax. The employment agreements of each of Messrs. Stoops, Cavanagh, Bagwell and Hunt do not provide for gross-up payments. Pursuant to the employment agreements of each of Messrs. Stoops, Cavanagh, Bagwell and Hunt, in the event that any payments made in connection with a termination of employment would be subject to the excise tax imposed by Section 4999 of the Code, and if the reduction of the payments to an amount that would not be subject to the excise tax is greater than if the payment had not been reduced, then, subject to limitations, the payments would be reduced to such amount. |
Excise tax. The employment agreements of each of Messrs. Stoops, Cavanagh, Bagwell and Hunt do not provide for gross-up payments. Pursuant to the employment agreements of each of Messrs. Stoops, Cavanagh, Bagwell and Hunt, in the event that any payments made in connection with a termination of employment would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code, and if the reduction of the payments to an amount that would not be subject to the excise tax is greater than if the payment had not been reduced, then, subject to limitations, the payments would be reduced to such amount. Acceleration of Vesting of Equity.In addition to the severance payments that would be payable under our existing employment agreements, our equity participation plansoption and restricted stock unit agreements provide for either accelerated vesting or continued vesting under certain circumstances. Specifically, award agreements governing awards granted prior to 2018 are subject to accelerated vesting upon a change in control. However, in 2017, we amended our 2010 Performance and Equity Incentive Plan to require that all future grants of options and restricted stock units uponto officers be subject to “double-trigger” acceleration, and our 2020 Performance and Equity Incentive Plan requires the same. This means their vesting will only be accelerated after a change in control if the employment of such officers is terminated without cause or the officer resigns for good reason (1) within six months before such change in control, if the termination or resignation was in contemplation of the change in control, or (2) within twelve months after such change in control. Our CEO, Mr. Stoops, has voluntarily agreed to retroactively apply this “double-trigger” acceleration provision to all his outstanding equity awards. In addition, pursuant to our equity plan retirement policy, award agreements governing certain awards granted in 2018 or prior and all awards granted after January 1, 2019 provide for continued vesting to the extent the employee terminates his or her employment due to a qualified retirement. A qualified retirement is defined as an employee who, at the time of retirement, (i) is at least 55 years old, (ii) has worked for us for at least five years, (iii) the sum of his or her age and length of service is at least 70, and (iv) provides us with at least six months’ notice prior to such retirement. To receive qualified retirement treatment for awards following retirement, the employee must also comply with certain confidentiality, non-competition and other restrictive covenant agreements. Mr. Silberstein does not have an employment agreement, consequentlyagreement. Consequently, the only payments and benefits that he would receive upon a change in control would be the benefit resulting from the acceleration of his unvested stock options and restricted stock units. As of December 31, 2015,2021, the value of this acceleration would be $2,782,788$14,694,821 for Mr. Silberstein. The calculation of this acceleration is set forth in footnote 34 below. 62 SBA Communications Corporation | 20162022 Proxy Statement 51
EXECUTIVE COMPENSATION> POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The estimated payments and benefits that would be provided to each of Messrs. Stoops, Cavanagh, Bagwell and Hunt, pursuant to their respective employment agreements, as a result of a termination for “good reason”reason,” “without cause” or “without cause,”“death or disability” are set forth in the table below. Calculations for this table are based on the assumption that the termination for “good reason” or “without cause” took place on December 31, 2015.2021. | | Name and Type of Payment/Benefit | | Payments Upon Termination for
“good reason” or “without cause”
not in connection with a Change in Control ($) | | Payments Upon Termination for
“good reason” or “without cause”
in connection with a Change in Control ($) | | | Termination for
“good reason” or
“without cause”
not in connection
with a Change in Control
($)(1) | | | Termination for
“good reason” or
“without cause”
in connection with a Change in Control
($) | | Jeffrey A. Stoops | | | | | | | | | Base salary | | | $1,500,000 | | | | $2,250,000 | | | $ | — | | | $ | 3,090,000 | | Reference Bonus(1)(2) | | | 1,875,000 | | | | 2,812,500 | | | | — | | | | 4,810,500 | | Pro Rata Bonus(2) | | | 937,500 | | | | 937,500 | | | Value of accelerated equity awards(3) | | | 0 | | | | 9,817,569 | | | Pro Rata Bonus(3) | | | | 1,545,000 | | | | 1,545,000 | | Value of accelerated equity awards(4) | | | | — | | | | 49,552,247 | | Reference Benefits Value(4) | | | 67,120 | | | | 100,680 | | | | — | | | | 100,680 | | | | | | | | | | | | | | | Total | | | 4,379,620 | | | | 13,670,499 | | | | 1,545,000 | | | | 59,098,427 | | | | | | | | | | | | | | | | | | | | | | | | Brendan T. Cavanagh | | | | | | | | | Base salary | | | $450,000 | | | | $900,000 | | | $ | 654,000 | | | $ | 1,308,000 | | Bonus | | | 450,000 | | | | 900,000 | | | | 654,000 | | | | 1,308,000 | | Pro Rata Bonus(2) | | | 450,000 | | | | 450,000 | | | Value of accelerated equity awards(3) | | | 0 | | | | 3,200,075 | | | Pro Rata Bonus(4) | | | | 654,000 | | | | 654,000 | | Value of accelerated equity awards(4) | | | | — | | | | 18,516,687 | | Health/life insurance benefits | | | 14,354 | | | | 28,709 | | | | 16,657 | | | | 33,315 | | | | | | | | | | | | | | | Total | | | 1,364,354 | | | | 5,478,784 | | | | 1,978,657 | | | | 21,820,002 | | | | | | | | | | | | | | | | | | | | | | | | Kurt L. Bagwell | | | | | | | | | Base salary | | | $475,000 | | | | $950,000 | | | $ | — | | | $ | 1,308,000 | | Bonus | | | 475,000 | | | | 950,000 | | | | — | | | | 1,308,000 | | Pro Rata Bonus(2) | | | 475,000 | | | | 475,000 | | | Value of accelerated equity awards(3) | | | 0 | | | | 4,122,744 | | | Pro Rata Bonus(4) | | | | 654,000 | | | | 654,000 | | Value of accelerated equity awards(4) | | | | — | | | | 19,350,004 | | Health/life insurance benefits | | | 14,963 | | | | 29,925 | | | | — | | | | 34,588 | | | | | | | | | | | | | | | Total | | | 1,439,963 | | | | 6,527,669 | | | | 654,000 | | | | 22,654,592 | | | | | | | | | | | | | | | | | | | | | | | | Thomas P. Hunt | | | | | | | | | Base salary | | | $475,000 | | | | $950,000 | | | $ | — | | | $ | 1,308,000 | | Bonus | | | 475,000 | | | | 950,000 | | | | — | | | | 1,308,000 | | Pro Rata Bonus(2) | | | 475,000 | | | | 475,000 | | | Value of accelerated equity awards(3) | | | 0 | | | | 4,122,744 | | | Pro Rata Bonus(3) | | | | 654,000 | | | | 654,000 | | Value of accelerated equity awards(4) | | | | — | | | | 19,350,004 | | Health/life insurance benefits | | | 14,509 | | | | 29,018 | | | | — | | | | 25,856 | | | | | | | | | | | | | | | Total | | | 1,439,509 | | | | 6,526,762 | | | | 654,000 | | | | 22,645,860 | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | The employment agreements of Messrs. Stoops, Cavanagh, Bagwell and Hunt provide that, if at the time of a Covered Termination such executive officer is Retirement Eligible (and a change in control has not occurred), then such executive officer would not be entitled to receive the cash severance amount provided for in his employment agreement (other than a pro rata bonus) and would instead be eligible to continue vesting in his time-based and performance-based restricted stock units and stock options pursuant to the equity plan retirement policy. As of December 31, 2021, each of Messrs. Stoops, Bagwell and Hunt were Retirement Eligible pursuant to the equity plan retirement policy. |
| (2) | For purposes of the table, this amount reflects a payment equal to two times, in the event the termination occurs not in connection with a change in control, and three times, in the event the termination occurs in connection with a change in control, the amount equal to 100% of Mr. Stoops’ actual bonus paid for 2014 (theprior year immediately preceding the year in which the termination is deemed to have occurred).annual bonus. |
52SBA Communications Corporation| 20162022 Proxy Statement 63
EXECUTIVE COMPENSATION> POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL (2)(3) | For Messrs. Stoops, Cavanagh, Bagwell and Hunt, this amount was calculated based on their respective minimum annual bonus target bonus opportunity for 2015,2021, which was equal to 125%150%, 100%, 100% and 100% of each of Messrs. Stoops’, Cavanagh’s, Bagwell’s and Hunt’s base salary, respectively. |
(3)(4) | Represents the value of accelerated time-based and performance-based restricted stock units and stock options. The value of the accelerated restricted stock units is calculated by multiplying the closing price of SBA’s Class A common stock on December 31, 20152021 ($105.07)389.02) by the number of unvested restricted stock units as of December 31, 2015.2021 which, in the case of performance-based restricted stock units, assumes target performance. The number of restricted stock units that are earned upon a “double-trigger” accelerated vesting of performance-based restricted stock units is the greater of target or actual performance calculated in accordance with the award agreement. The value of the accelerated stock options reflects the excess of the market price of our Class A common stock on December 31, 20152021 ($105.07)389.02) over the per share exercise price of any stock option which was unvested as of December 31, 2015. Our 2010 Performance2021. All options and Equity Incentive Plan and our current form of award agreements provide for accelerated vesting of restricted stock units and stock optionsgranted before 2018 are subject to accelerated vesting upon a change in control. However, if the employment agreement of Messrs.control, except those granted to Mr. Stoops, Cavanagh, Bagwell or Hunt were terminated for “good reason” or “without cause” not following a Change in Control, all unvestedwhich are subject to “double-trigger” accelerated vesting, as described above. All options and restricted stock units granted to officers after 2017 provide for “double-trigger” accelerated vesting upon a change in control, as described above. |
64 SBA Communications Corporation| 2022 Proxy Statement
EXECUTIVE COMPENSATION > CEO PAY RATIO CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our CEO, Jeffrey A. Stoops. As of December 31, 2021, our employee population consisted of approximately 1,596 individuals working at SBA and its subsidiaries, of which approximately 1,132 are located in the United States and approximately 464 are located outside the United States. In determining our pay ratio for 2021, we concluded that there have been no significant changes to our employee compensation arrangements or in our employee population that would significantly affect our pay ratio disclosure. We previously identified our median employee as of December 31, 2020, the last day of our 2020 fiscal year, by calculating the amount of annual total cash compensation paid to all of our employees (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. However, we used a different median employee for 2021 because the median employee previously identified left SBA during 2021. As permitted by the SEC rules, the median employee used for 2021 is an employee whose compensation was substantially similar to the compensation of the previously identified median employee, based on the methodology used to select such previously identified median employee. We calculated the 2021 total annual compensation of the new median employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation was $96,104. Utilizing the same executive compensation rules, and consistent with the amount reported in the “Total” Column of our 2021 Summary Compensation Table in the Executive Compensation section above for our CEO, the annual total compensation of our CEO was $9,995,179. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 104 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported. SBA Communications Corporation| 2022 Proxy Statement 65
SECURITY OWNERSHIP The table below shows the beneficial ownership as of March 11, 2022 of our Class A common stock held by each of the directors, nominees for director, named executive officers, all current directors and executive officers as a group and each person known to us to be the beneficial owner of more than 5% of our Class A common stock. As of March 11, 2022, we had 108,017,231 shares of Class A common stock outstanding. | | | | | | | | | | Name | | Number of
Shares
Beneficially
Owned(1) | | | Percent of
Class A
Common
Stock | | | | | | | Steven E. Bernstein | | | 126,907 | (2) | | * | | | | | | | Jeffrey A. Stoops | | | 1,120,594 | (3) | | 1.0% | | | | | | | Kevin L. Beebe | | | 23,878 | (4) | | * | | | | | | | Mary S. Chan | | | 8,873 | (5) | | * | | | | | | | Duncan H. Cocroft | | | 73,155 | (6) | | * | | | | | | | Jay L. Johnson | | | — | | | — | | | | | | | George R. Krouse, Jr. | | | 9,595 | (7) | | * | | | | | | | Jack Langer | | | 27,406 | (8) | | * | | | | | | | Fidelma Russo | | | 4,490 | (9) | | * | | | | | | | Kurt L. Bagwell | | | 74,395 | (10) | | * | | | | | | | Brendan T. Cavanagh | | | 142,836 | (11) | | * | | | | | | | Thomas P. Hunt | | | 150,957 | (12) | | * | | | | | | | Jason V. Silberstein | | | 144,541 | (13) | | * | | | | | | | All current directors and executive officers as a group (15 persons) | | | 1,969,583 | (14) | | 1.8% | | | | | | | BlackRock, Inc. | | | 9,895,814 | (15) | | 9.2% | | | | | | | The Vanguard Group | | | 17,363,296 | (16) | | 16.1% | | |
* Less than 1% of outstanding shares. Except as otherwise indicated, the address of each person named in this table is c/o SBA Communications Corporation, 8051 Congress Avenue, Boca Raton, Florida 33487. | (1) | In determining the number and percentage of shares beneficially owned by each person, shares that may be forfeited upon their terminationacquired by such person pursuant to options exercisable or restricted stock units that vest within 60 days after March 11, 2022 are deemed outstanding for purposes of servicedetermining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for all stock options would be forfeited within 90 days of their termination of service.other shareholders. To our knowledge, except as otherwise indicated, beneficial ownership includes sole voting and dispositive power with respect to all shares. |
(4)(2) | ForThis number includes (a) 102,390 shares owned by the Bernstein Limited Partnership II (“BLP II”), an entity controlled, in part, by Mr. Bernstein and (b) 10,000 shares owned by the Steven E. Bernstein |
66 SBA Communications Corporation| 2022 Proxy Statement
SECURITY OWNERSHIP | Family Foundation Inc. (the “Bernstein Family Foundation”), a non-profit foundation for which Mr. Bernstein serves as a director. This number also includes an aggregate of 7,776 shares of Class A common stock issuable pursuant to options that are exercisable or restricted stock units that vest within 60 days March 11, 2022. Mr. Bernstein disclaims beneficial ownership of those shares owned by BLP II except to the extent of his pecuniary interest in BLP II. Mr. Bernstein disclaims beneficial ownership of those shares of Class A common stock held by the Bernstein Family Foundation. This number also includes 102,390 shares of Class A common stock which are pledged or held in a margin account, which was in compliance, as of March 11, 2022, with SBA’s policy on pledging Class A common stock. |
| (3) | This number includes (a) an aggregate of 249,548 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 11, 2022, (b) an aggregate of 22,925 shares of Class A common stock held by four different trusts, each for the benefit of one of Mr. Stoops’ four children, and a trust for the benefit of Mr. Stoops’ current and future descendants, (c) 259,863 shares owned by Calculated Risk Partners, L.P., a Delaware limited partnership (“CRLP”), of which Mr. Stoops this amount reflectsand his spouse control the general partner and (d) 113,668 shares owned by Calculated Risk SBA Holdings, LLC (“CRLLC”), of which Mr. Stoops and his spouse control the manager. Mr. Stoops disclaims beneficial ownership of the shares of Class A common stock held by the trusts, CRLP and CRLLC, except to the extent of his pecuniary interest in CRLP and CRLLC. This number also includes 473,531 shares of Class A common stock which are pledged or held in a payment equalmargin account, which was in compliance, as of March 11, 2022, with SBA’s policy on pledging Class A common stock. Of these shares, Mr. Stoops shares voting and investment power with respect to 707,997 shares of Class A common stock with his spouse. This number also includes 130,569 shares of Class A common stock held by a non-profit foundation (the “Stoops Family Foundation”), for which Mr. Stoops serves as the President and one of the two times,directors and his spouse serves as the other director and therefore Mr. Stoops and his spouse share voting power with respect to these shares. Neither Mr. Stoops nor his spouse has any pecuniary interest in shares of Class A common stock held by the eventStoops Family Foundation. |
| (4) | This number includes 9,675 shares of Class A common stock issuable pursuant to options that are exercisable or restricted stock units that vest within 60 days after March 11, 2022. |
| (5) | This number includes 5,468 shares of Class A common stock issuable pursuant to options that are exercisable or restricted stock units that vest within 60 days after March 11, 2022. |
| (6) | This number includes 7,776 shares of Class A common stock issuable pursuant to options that are exercisable or restricted stock units that vest within 60 days after March 11, 2022. This number also includes 63,379 shares of Class A common stock which are pledged or held in a margin account, which was in compliance, as of March 11, 2022, with SBA’s policy on pledging Class A common stock. |
| (7) | This number includes 1,080 shares of Class A common stock issuable pursuant to options that are exercisable or restricted stock units that vest within 60 days after March 11, 2022. |
| (8) | This number includes 7,776 shares of Class A common stock issuable pursuant to options that are exercisable or restricted stock units that vest within 60 days after March 11, 2022. This number also includes 14,958 shares of Class A common stock held by the termination occurs not in connection with a change in control,Jack Langer 2012 Irrevocable Family Trust. The trustee of the trust is Mr. Langer’s spouse. Mr. Langer disclaims beneficial ownership of the securities held by the trust, except to the extent of his pecuniary interest therein. |
| (9) | This number includes 4,396 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 11, 2022. |
| (10) | This number includes 29,310 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 11, 2022. This number also includes (a) 29,529 shares of Class A common stock held by trust pursuant to the Kurt L. Bagwell Revocable Trust Agreement, dated July 8, 1998 and three times, inas amended and restated June 29, 2007, for the event the termination occurs in connection with a change in control, $33,560.benefit of Mr. Bagwell’s spouse, and |
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SECURITY OWNERSHIP | Mr. Bagwell, as trustee, has sole voting and investment power with respect to such shares, (b) 15,530 shares of Class A common stock held by a limited liability company of which Mr. Bagwell is the sole manager and whose revocable trust is the sole member, and (c) 26 shares of Class A common stock held by a trust for the benefit of one of Mr. Bagwell’s children. |
| (11) | This number includes 92,017 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 11, 2022. This number also includes 19,052 shares of Class A common stock held by Cavanagh Investments, LLC (“CI LLC”). Mr. Cavanagh is the manager of CI LLC and a trust for the benefit of Mr. Cavanagh’s spouse owns all of the equity interests in CI LLC. Mr. Cavanagh disclaims beneficial ownership of the shares owned by CI LLC, except to the extent of his pecuniary interest therein. |
| (12) | This number includes 28,214 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 11, 2022. Mr. Hunt shares voting and investment power with respect to 122,743 shares of Class A common stock with his spouse. |
| (13) | This number includes 125,297 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 11, 2022. |
| (14) | This number includes 603,575 shares of Class A common stock issuable pursuant to options that are exercisable or restricted stock units that vest within 60 days after March 11, 2022. |
| (15) | According to the Schedule 13G (Amendment No. 6) filed on February 1, 2022, by BlackRock, Inc. (“BlackRock”), of the 9,895,814 shares of SBA’s Class A common stock beneficially owned, BlackRock has (a) sole voting power with respect to 8,397,195 shares, and (b) sole investment power with respect to all 9,895,814 shares. The principal business address of BlackRock is 55 East 52nd Street, New York, New York 10055. |
| (16) | According to the Schedule 13G (Amendment No. 10) filed on February 10, 2022, by The Vanguard Group, Inc. (“Vanguard”), of the 17,363,296 shares of SBA’s Class A common stock beneficially owned, Vanguard has (a) sole voting power with respect to 0 shares, (b) sole investment power with respect to 16,875,333 shares, (c) shared voting power with respect to 219,907 shares and (d) shared investment power with respect to 487,963 shares. The principal business address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
68 SBA Communications Corporation| 2022 Proxy Statement
PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Introduction The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive evaluation of the independent registered public accounting firm’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm. The Audit Committee of the Board of Directors has appointed EY to continue to serve as our independent registered public accounting firm for the 20162022 fiscal year. EY has served as our independent registered public accounting firm since 2002. In accordance with SEC rules and EY policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to us. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management. The Audit Committee and the Board of Directors believe that the continued retention of EY as our independent registered public accounting firm is in the best interest of SBA and our shareholders, and we are asking our shareholders to ratify the selection of EY as our independent registered public accounting firm for 2016.2022. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of EY to our shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event our shareholders do not ratify the appointment, the appointment may be reconsidered by the Audit Committee. Ratification of the appointment of EY to serve as our independent registered public accounting firm for the 20162022 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of EY for the 20162022 fiscal year. We expect a representative of EY to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires and also will be available to respond to appropriate questions. In connection with the audit of our 20152022 financial statements and internal control over financial reporting, we entered into an agreement with EY which sets forth the terms by which EY performed audit services for us. 54SBA Communications Corporation | 20162022 Proxy Statement 69
PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Fees Paid to EY We were billed for professional services provided with respect to fiscal years 20142020 and 20152021 by EY in the amounts set forth in the following table. | Services Provided | | | 2014 | | | | | 2015 | | | | | 2020 | | | | 2021 | | | | | Audit Fees(1) | | $ | 2,156,139 | | | | | $ | 2,150,517 | | | $ | | | | | 3,193,614 | | | $ | | | | | 3,662,000 | | | | | Audit-Related Fees | | | - | | | | | | - | | | | | | — | | | | | | — | | | | | Tax Fees(2) | | | 104,345 | | | | | | 83,800 | | | | | | 463,982 | | | | | | 503,200 | | | | All Other Fees(3) | | | 1,995 | | | | | | - | | | | All Other Fees | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | 2,262,479 | | | | | $ | 2,234,317 | | | $ | | | | | 3,657,596 | | | $ | | | | | 4,165,200 | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | These professional services included (A)(1) fees associated with (i)(a) the audit of our annual financial statements (Form 10-K), (ii) (b) reviews of our quarterly financial statements (Forms 10-Q)(Form 10-Qs), (iii) (c) the audit of SBA’s internal control over financial reporting in connection with SBA’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002, and (iv)(d) other statutory audits required for the years ended 20142020 and 20152021 and (B) $500,000(2) $740,000 of fees in 20142020 and $395,000$905,000 of fees in 20152021 associated with (i)(a) the preparation and review of our various documents relating to our tower securitizations in 20142020 and 2015, (ii)2021 and high yield debt offerings in 2021, including the preparation of comfort letters, and (b) consents to our registration statements filed in 2015, and (iii) the preparation and review of documents relating to our debt offerings in 2014 and 2015, including the preparation of comfort letters.2021. |
| (2) | These professional services includeincluded fees associated with (i) transfer pricing calculations, (ii) earnings and profits calculations, (iii) a Section 382 analysis and (iv) a reviewtax compliance services, including services relating to REIT conversion.tax returns, of $464,000 for 2020 and $410,000 for 2021. |
(3) | These professional services include fees associated with providing SBA with the EY Global Accounting and Auditing Information Tool for Accounting Research. |
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, the Audit Committee has responsibility for (i)(1) appointing, (ii)(2) negotiating, (iii)(3) setting the compensation of and (iv)(4) overseeing the performance of the independent registered public accounting firm. The Audit Committee’s policy requires that the Audit Committee must approve any audit or permitted non-audit service proposed to be performed by its independent auditors in advance of the performance of such service. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has not implemented a policy or procedure which delegates the authority to approve, or pre-approve, audit or permitted non-audit services to be performed by EY. In connection with making any pre-approval decisions, the Audit Committee must consider whether the provision of such permitted non-audit services by EY is consistent with maintaining EY’s status as our independent auditors. Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by EY during fiscal year 2015,2021, as described above. 70 SBA Communications Corporation | 20162022 Proxy Statement 55
Audit Committee Report The Audit Committee oversees the accounting and financial reporting processes of SBA on behalf of the Board of Directors. Management has primary responsibility for SBA’s financial statements, financial reporting process and internal controls over financial reporting. The independent auditors are responsible for performing an independent audit of SBA’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and evaluating the effectiveness of internal controls and issuing reports thereon. The Audit Committee’s responsibility is to select the independent auditors and monitor and oversee the accounting and financial reporting processes of SBA, including SBA’s internal controls over financial reporting, and the audits of the financial statements of SBA. During the course of 20152021 and the first quarter of 2016,2022, the Audit Committee regularly met and held discussions with management and the independent auditors. In the discussions related to SBA’s consolidated financial statements for fiscal year 2015,2021, management represented to the Audit Committee that such consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee reviewed and discussed with management and the independent auditors the audited consolidated financial statements for fiscal year 2015,2021, management’s annual report on internal control over financial reporting, the results of the independent auditor’s testing and the evaluation of SBA’s internal control over financial reporting and the independent auditor’s attestation report regarding management’s assessment of internal control over financial reporting. In fulfilling its responsibilities, the Audit Committee discussed with the independent auditors those matters required to be discussed by the auditors with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board. In addition, the Audit Committee received from the independent auditors the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the audit committeeAudit Committee concerning independence, and the Audit Committee discussed with the independent auditors that firm’s independence. In connection with this discussion, the Audit Committee also considered whether the provision of services by the independent auditors not related to the audit of SBA’s financial statements for fiscal year 20152021 is compatible with maintaining the independent auditors’ independence. The Audit Committee’s policy requires that the Audit Committee approve any audit or permitted non-audit service proposed to be performed by its independent auditors in advance of the performance of such service. Based upon the Audit Committee’s discussions with management and the independent auditors and the Audit Committee’s review of the representations of management and the written disclosures and letter of the independent auditors provided to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the year ended December 31, 20152021 be included in SBA’s Annual Report on Form 10-K, for filing with the SEC. See the portion of this proxy statement titled “Corporate Governance—Board Committees” beginning on page 1626 for information on the Audit Committee’s meetings in 2015.2021. The Audit Committee Duncan H. Cocroft Kevin L. Beebe Brian C. CarrGeorge R. Krouse, Jr.
Mary S. Chan
Duncan H. CocroftFidelma Russo
March 21, 2016 25, 2022 56SBA Communications Corporation | 20162022 Proxy Statement 71
PROPOSAL 2 – AUDIT COMMITTEE REPORT Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report above and the Compensation Committee Report above shall not be incorporated by reference into this proxy statement. Recommendation of the Board of Directors The Board of Directors recommends a vote “FOR” ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 20162022 fiscal year. 72 SBA Communications Corporation | 20162022 Proxy Statement 57
PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (known as the Dodd-Frank Act) requires us to provide our shareholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers. At the 2017 Annual Meeting, our shareholders voted in favor of holding our Say on Pay vote annually, which the Board subsequently approved. The next shareholder vote on the frequency of our advisory Say on Pay vote is expected to be held at our 2023 Annual Meeting. We provide our shareholders with the opportunity to cast an annual advisory vote on the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany those tables. At our 2015 annual meeting, approximately 98% of the votes cast supported the Say on Pay proposal. At the 20162022 Annual Meeting, we are asking our shareholders to approve, on an advisory basis, the 20152021 compensation of our named executive officers as disclosed in this proxy statement. We encourage shareholders to review the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure on pages 2654 to 53.64. As discussed in the Compensation Discussion and Analysis, we believe that our compensation policies and decisions are designed to incentivize and reward the creation of shareholder value. As the chartis evidenced below, demonstrates, our Total Shareholder Return (“TSR”) exceeded the TSR of the 20152021 Peer Group, which our Compensation Committee used to set executive compensation, for each of the three and five year periodperiods ended December 31, 2015: In the past five years SBA’s TSR was approximately 157%, significantly exceeding the TSR of the NASDAQ Composite Index (approximately 100%) and the 2015 Peer Group (approximately 76%).2021.
58SBA Communications Corporation | 20162022 Proxy Statement 73
PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION We believe that our executive compensation program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to value creation for our shareholders. This balance is evidenced by the following: We seek to foster a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/or “at risk,” meaning that such portion be tied to, and vary with, our financial, operational and stock price performance, as well as individual performance. For 2015, 90% of our CEO’s target total compensation and an average of 84% of our other named executive officers’ target total compensation was performance-based or equity-based;
| > | | We seek to foster a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/or “at risk,” meaning that such portion be tied to, and vary with, our financial, operational and stock price performance, as well as individual performance. For 2021, 91% of our CEO’s target total compensation and an average of 87% of our other NEOs’ target total compensation was performance-based or equity-based; |
We provide a balance of short-term and long-term compensation; our annual cash incentive bonus rewards the accomplishment of annual financial, operational and strategic goals, while our equity grants vest our executives’ financial interests in the long-term appreciation of our Class A common stock;
| > | | Realized compensation for our executives is highly correlated to TSR; |
We have stock ownership guidelines that promote continued alignment of our executives’ interests with those of our shareholders and discourage excessive risk taking for short-term gains; and
| > | | We provide a balance of short-term and long-term compensation; our annual cash incentive bonus rewards the accomplishment of annual financial, operational and strategic goals, while our equity grants vest our executives’ financial interests in the long-term appreciation of our Class A common stock; |
We review and implement our executive compensation programs within a strong corporate governance environment, including a wholly-independent compensation consultant, independent legal counsel for our Compensation Committee and independent directors.
| > | | We have stock ownership guidelines that promote continued alignment of our executives’ interests with those of our shareholders and discourage excessive risk taking for short-term gains; and |
| > | | We review and implement our executive compensation programs within a strong corporate governance environment, including a wholly-independent compensation consultant, independent legal counsel for our Compensation Committee and independent directors. |
On the basis of the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure on pages 2654 to 5364 of this proxy statement, we are requesting that our shareholders vote on the following resolution: RESOLVED, that the shareholders of SBA approve, on an advisory basis, the compensation of SBA’s named executive officers, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in SBA’s 20162022 Annual Meeting proxy statement. Although this Say on Pay vote on executive compensation is non-binding, the Board and the Compensation Committee will review the results of the vote and will take into account the outcome of the vote when determining future executive compensation arrangements. Recommendation of the Board of Directors The Board of Directors recommends a vote “FOR” adoption of the resolution approving the compensation of our named executive officers, as described in the Compensation Discussion and Analysis section. 74 SBA Communications Corporation | 20162022 Proxy Statement 59
PROPOSAL 4 – APPROVAL OF SBA’S PROXY ACCESS BYLAWQ&A ABOUT VOTING
Overview
| Q: | Who may vote at the Annual Meeting? |
Our Board believes that our newly adopted proxy access bylaw, which appears as Section 20 of our Bylaws (the “Proxy Access Bylaw”
| A: | You may vote all of the shares of our Class A common stock that you owned at the close of business on March 11, 2022, the record date. On the record date, there were 108,017,231 shares of our Class A common stock outstanding and entitled to be voted at the meeting. You may cast one vote for each share of our Class A common stock held by you on all matters presented at the meeting. |
| Q: | What constitutes a quorum, and why is a quorum required? |
| A: | We are required to have a quorum of shareholders present to conduct business at the meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote on the record date will constitute a quorum, permitting us to conduct the business of the meeting. Proxies received but marked as abstentions, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. If we do not have a quorum, we will be forced to reconvene the Annual Meeting at a later date. |
| Q: | What is the difference between a shareholder of record and a beneficial owner? |
| A: | If your shares are registered directly in your name with SBA’s transfer agent, Computershare Trust Company, N.A., you are considered the “shareholder of record” with respect to those shares. If your shares are held by a brokerage firm, bank, trustee or other agent (“nominee”), you are considered the “beneficial owner” of shares held in street name. The Notice of Internet Availability of Proxy Materials (“Notice”) has been forwarded to you by your nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following their instructions for voting by telephone or on the Internet or, if you specifically request a copy of the printed materials, you may use the voting instruction card included in such materials. |
| A: | If you are a shareholder of record, you may vote: |
| | |  | | Via Internet | | |  | | By telephone | | |  | | By mail, if you have received a paper copy of the proxy materials | | |  | | In person at the meeting |
Detailed instructions for Internet and istelephone voting are set forth in Exhibit B of this proxy statement, enhances shareholder ability to participate in director elections and potentially enhances board accountability and responsiveness. Our Board believes that proxy access must be structured to minimize the potential for abuse by investors who lack a meaningful long-term interest in SBA or wish to promote special interests that are not aligned with the interests of our other shareholders and to minimize disruption of board functions and effectiveness. Based on this belief, and with input from our shareholders, we adopted our Proxy Access Bylaw following shareholder approval of our proxy access proposal at the 2015 Annual Meeting, as discussed below. We are asking our shareholders to approve our Proxy Access Bylaw, which was adopted by our Board to incorporate the terms and protections approved by our shareholders at our 2015 Annual Meeting. In connection with our 2015 Annual Meeting, we received a shareholder proposal from a proponent requesting that we implement a proxy access bylaw which would permit a shareholder or a group of an unlimited number of shareholders who continuously held at least 3% of the our common stock for 3 years to nominate up to 25% of our Board (the “2015 Shareholder Proposal”). In response to the 2015 Shareholder Proposal and in order to better understand our shareholders’ underlying concerns and essential objectives relating to proxy access, we sought input on the subject from our shareholders who at the time held, in the aggregate, more than 30% of our outstanding common stock. During these discussions, our shareholders expressed their support for a proxy access bylaw tailored specifically to our shareholder base and long-term corporate strategy and with appropriate safeguards against abuse. Specifically, our shareholders approved a proposal that permitted a shareholder, or a group of up to 10 shareholders, who held, in the aggregate, at least 5% of our common stock for 3 years to nominate up to 20% of our Board (the “Company-sponsored Proposal”).
Because our Board believed that shareholders should have the opportunity to consider both proxy access proposals to permit them to approve the one that they believe was most appropriate for their company and its long-term corporate goals, both the 2015 Shareholder Proposal and the Company-sponsored Proposal were placedNotice, which contains instructions on the ballot at the 2015 Annual Meeting. In the proxy statement for the 2015 Annual Meeting, we committed to amending our Bylaws to adopt a proxy access bylaw as contemplated by the Company-sponsored proposal in the event our shareholders approved the Company-sponsored proposal and did not approve the 2015 Shareholder Proposal. Just one year ago, at the 2015 Annual Meeting, our shareholders approved the Company-sponsored Proposal and rejected the 2015 Shareholder Proposal.
Based on the results, in accordance with our commitment to our shareholders, our Board amended our Bylaws on July 28, 2015 to implement the Company-sponsored Proposal on the terms approved by our shareholders at the 2015 Annual Meeting.
This proxy statement includes two proposals relating to proxy access. The first proposal, which is to approve our existing Proxy Access Bylaw, is being proposed by our Board. The second proposal (the
60 SBA Communications Corporation| 2016 Proxy Statement
PROPOSAL 4 – APPROVAL OF SBA’S PROXY ACCESS BYLAW
“Repeated Proposal”), which was submitted pursuant to Rule 14a-8 under the Exchange Act by the same proponent of the 2015 Shareholder Proposal, is substantially similar to the 2015 Shareholder Proposal. As part of our evaluation of the Repeated Proposal, our Board again took into consideration many factors, including the concentration of our shareholder base, our history of strong shareholder returns and our current governance practices. We gave great deference to the voice of our shareholders, who approved our Company-sponsored Proposal just one year ago, which was implemented by our Proxy Access Bylaw, and who rejected the 2015 Shareholder Proposal, which is substantially similar to the Repeated Proposal.
Although our shareholders have already rejected a proposal substantially similar to the Repeated Proposal at the 2015 Annual Meeting, our Board continues to believe that shareholders should have the opportunity to consider alternative proxy access proposals. Accordingly, we are presenting for shareholder vote both our Proxy Access Bylaw, which already gives our shareholders meaningful and accessible proxy access rights, and the Repeated Proposal. The proposals include different standards regarding the appropriate qualifications for shareholders to use proxy access, the number of directors who may be nominated, and other important matters.
If our proposal to approve SBA’s Proxy Access Bylaw is approved by shareholders, then no further amendments may be made to the Bylaw without further shareholder action.
Approval of SBA’s Proxy Access Bylaw
Based on our ownership concentration, our Board believes that a 5% share ownership threshold, rather than a lower threshold, for a group of up to ten shareholders would provide substantial and meaningful opportunity for long-term investorshow to access our proxy statement and our shareholders have agreed.
Our share ownership is fairly concentrated. We currently have 2 holders who each controls more than 5% of our stock, approximately 10 holders who each controls between 2% and 4% of our stock and approximately 14 additional holders who each controls between 1% and 2% of our stock. These shareholders hold,annual report online. You may also vote in the aggregate, more than 50% of our common stock and could act individually or with others in that group to meet a 5% eligibility requirement with little effort. Based on our ownership concentration, our 5% threshold for a group of up to ten shareholders reflected in the Proxy Access Bylaw, which our Board adopted in response to approval of our Company-sponsored Proposal by our shareholders just last year already provides substantial opportunity for long-term investors to access our proxy. Most of the shareholders we contacted last year expressed support for a 5% threshold, and our shareholders agreed by approving our Company-sponsored Proposalperson at the 2015 Annual Meeting.
We believe that a group limitation of up to 10 shareholders is reasonable to reduce the administrative burden and expense that could otherwise be imposed upon us. Small shareholders with legitimate concerns shared by other shareholders will have the opportunity to form a group to meet the required minimum holdings of SBA shares. Indeed, given our concentrated shareholder base, one small shareholder could reach the 5% threshold by forming a group with as few as one additional shareholder, and therefore a group of limitation of ten would provide ample access.
Our Board believes that an unlimited or higher group limitation or a lower share ownership requirement would provide greater opportunities for shareholders with narrowly defined special interests and short-term goals the disproportionate right to promote their special interests and disrupt the operations of our
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PROPOSAL 4 – APPROVAL OF SBA’S PROXY ACCESS BYLAWQ&A ABOUT VOTING
If you are a beneficial shareholder, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the meeting, please bring with you evidence of your ownership as of the record date (such as a letter from your nominee confirming your ownership or a bank or brokerage firm account statement). | A: | At the Annual Meeting you will be asked to vote on the following three proposals. Our Board recommendation for each of these proposals is set forth below. |
| | | | | | | Proposal | | Board
Recommendations | | | | | Proposal 1: | | To elect Kevin L. Beebe, Jack Langer and Jeffrey A. Stoops as directors for a three-year term expiring at the 2025 Annual Meeting of Shareholders and Jay L. Johnson for a term expiring at the 2024 Annual Meeting of Shareholders. | | FOR each director nominee | | | | | Proposal 2: | | To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the 2022 fiscal year. | | FOR | | | | | Proposal 3: | | To approve, on an advisory basis, the compensation of our named executive officers, which we refer to as “Say on Pay.” | | FOR |
We will also consider other business that properly comes before the meeting in accordance with Florida law and our business strategy. In addition, our shareholders agreed last year when they approved our Company-sponsored Proposal. Our Board believes that providing shareholders the right to nominate up to 20% of our Board would provide an additional opportunity for long-term shareholders to provide meaningful input on our Board.
Under our Proxy Access Bylaw, eligible shareholder(s) are able to utilize proxy access to nominate up to 20% of the Board, but no less than one director. This ensures that our shareholders have the ability to sponsor an adequate and appropriate percentage of nominees to have a meaningful impact on our Board given its relatively small size, while protecting against excessive disruption of our Board’s continuity and operations and the balance of skills and experience represented on the Board, which is thoughtfully reviewed frequently reviewed by the Board and its Committees. Our Board believes that the right to nominate up to 20% of the Board, and have such nominees included in our proxy statement, is reasonable and strikes a balance between the benefit of providing proxy access to long-term shareholders to afford meaningful input on our Board composition while not being overly disruptive to board functions and effectiveness. Our shareholders supported this 20% nomination right last year.
Recommendation of the Board of Directors
The SBA Proxy Access Bylaw represents the framework that our Board believes is most beneficial to all of SBA’s shareholders and strikes the most appropriate balance between giving shareholders meaningful and accessible input on our Board while not being overly disruptive to board functions and effectiveness. Accordingly, our Board unanimously recommends a vote “FOR” SBA’s proposal to approve our Proxy Access Bylaw.Bylaws.
| Q: | What happens if additional matters are presented at the Annual Meeting? |
62 SBA Communications Corporation | 2016 Proxy Statement
| A: | Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Steven E. Bernstein and Jeffrey A. Stoops, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting in accordance with Florida law and our Bylaws. |
| Q: | What if I abstain on a proposal? |
PROPOSAL 5 – A SHAREHOLDER PROPOSAL TO AMEND SBA’S PROXY ACCESS BYLAW
| A: | If you sign and return your proxy marked “abstain” on any proposal, your shares will not be voted on that proposal. However, your shares will be counted for purposes of determining whether a quorum is present. |
| Q: | What is the required vote for approval of each of the proposals and what is the impact of abstentions? |
| | | | | | | | | | | Proposal | | Vote Required for
Approval | | Abstentions | | | | | | Proposal 1: | | Election of Directors | | Majority of votes cast | | No impact | | | | | | Proposal 2: | | Ratification of EY as Auditors | | Majority of votes cast | | No impact | | | | | | Proposal 3: | | Say on Pay | | Majority of votes cast | | No impact |
The Comptroller of the City of New York, as the custodian and a trustee of the New York City Employees’ Retirement System, the New York City Fire Department Pension Fund, the New York City Teachers’ Retirement System, and the New York City Police Pension Fund, and custodian of the New York City Board of Education Retirement System (the “Systems”), beneficial owners of 241,339 shares of stock which have been held continuously for more than one year, submitted the following proposal and supporting statement:
RESOLVED: Shareholders of SBA Communications (“SBA”) ask the board of directors (the “Board”) to amend its “proxy access” bylaw to:
a) allow a shareholder, or group of shareholders, owning 3% or more of SBA’s outstanding common stock continuously for at least three years to nominate and include in SBA’s proxy materials director candidates constituting up to 25% of the Board;
b) eliminate SBA’s group size limit of 10 shareholders; and
c) ensure loaned shares for which a shareholder has the power to recall on five days’ notice may be counted as eligible toward the ownership requirement.
SUPPORTING STATEMENT
The proxy access bylaw enacted by SBA’s Board of Directors in July 2015 is effectively unusable by all but the Company’s largest shareholders. Among other overly restrictive provisions, it requires 5% share ownership by the nominating shareholder(s), limits the number of shareholders (to 10) that can aggregate shares to satisfy the ownership requirement, and permits nomination of only 20% of the Board, which would equate to only one nominee at present. The limit of 20% of the Board may be further reduced by the number of incumbent directors standing for election to SBA’s classified board or nominated as proxy access nominees in the past three years. See SBA bylaws at: http://www.sec.gov/Archives/edgar/data/1034054/000119312515273067/d69524dex36.htm
In contrast, the SEC, following extensive analysis when enacting its since-vacated proxy access Rule, concluded that (a) a 5% ownership threshold “may not be consistently and realistically viable, even by shareholder groups,” and so set a 3% threshold, (b) rejected a limit on the size of the shareholder group, and (c) allowed nomination of 25% of the Board because a lower threshold “may result in only one shareholder-nominated director.”
Based on public filings by SBA’s largest shareholders during the past two years, it is impossible to form a group of just 10 qualifying shareholders with 5% ownership unless one or more of the 28 largest reporting shareholders joined in. Because institutional investors that publicly report shareholdings are often not the beneficial owner of all reported shares, SBA’s group size limit is even more restrictive than this analysis suggests. SBA’s bylaw could thus deprive all shareholders of the ability to vote for alternate nominees on its proxy card.
We believe viable proxy access will enhance shareholder value. A 2014 CFA Institute study concluded that proxy access would “benefit both the markets and corporate boardrooms, with little cost or disruption” and could raise overall US market capitalization by up to $140.3 billion if adopted market-wide. (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1)
76 SBA Communications Corporation | 20162022 Proxy Statement 63
PROPOSAL 5 – A SHAREHOLDER PROPOSAL TO AMEND SBA’S PROXY ACCESS BYLAW
The proposed revisions will more closely align the Company’s bylaw terms with those in:
| 1. | a 2015 shareholder proposal that received 46% of votes cast at the Company; |
| 2. | the SEC Rule on which the 2015 shareholder proposal was based (https://www.sec.gov/rules/final/2010/33-9136.pdf); and |
| 3. | the Council of Institutional Investors’ “Proxy Access: Best Practices” (http://www.cii.org/files/publications/misc/08_05_15_Best%20Practices%20-%20Proxy%20Access.pdf). |
Through December 2015, more than 80 companies have enacted proxy access bylaws with a 3% ownership threshold.
We urge shareholders to vote FOR this proposal.
STATEMENT IN OPPOSITIONQ&A ABOUT VOTING
This proposal (the “Comptroller’s Repeated Proposal”) is substantially the same as a proposal previously submitted by the same proponent just one year ago in connection with the 2015 Annual Meeting (the “Comptroller’s Prior Proposal”). The Comptroller’s Prior Proposal was rejected by our shareholders at the 2015 Annual Meeting.
In 2015, the proponent submitted a generic “one size fits all” proposal to 75 companies of widely varying profitability, sizes, industries and shareholder bases, with no consideration given to tailoring the proposal to the specific circumstances of SBA. This year, the proponent has recycled the same proposal, in some cases with the addition of varying procedural provisions, targeted at 36 of those same 75 companies. In this case, of the four provisions included in the Comptroller’s Repeated Proposal, three were contained in the Comptroller’s Prior Proposal and rejected by our shareholders, and the fourth provision is procedural in nature.
Our Board believes that properly structured proxy access provisions such as those approved by our shareholders last year and incorporated into our Bylaws in 2015 can enhance board accountability and responsiveness. That said, accessing the proxy is a serious, and potentially disruptive, event that should include appropriate protections and be available only to a critical mass of long-term investors seeking to address concerns relevant to all shareholders and not merely their own interests. After considering the Comptroller’s Repeated Proposal, the Board believes that, like the Comptroller’s Prior Proposal, it is not properly structured to minimize the potential for abuse by investors who lack a meaningful long-term interest in SBA or who wish to promote special interests that are not aligned with the interests of our other shareholders or to minimize disruption of board functions and effectiveness.
When we received the Comptroller’s Prior Proposal, we sought input on the subject from a number of our shareholders who at the time held, in the aggregate, more than 30% of our outstanding common stock. These shareholders expressed their support for a proxy access bylaw tailored specifically to our shareholder base and long-term corporate strategy and with appropriate safeguards against abuse. Specifically, our shareholders approved a proposal that permitted a shareholder, or a group of up to 10 shareholders, who held, in the aggregate, at least 5% of our common stock for 3 years to nominate up to 20% of our Board (the “Company-sponsored Proposal”).
At our 2015 Annual Meeting, we gave our shareholders the opportunity to consider both the Comptroller’s Prior Proposal and our Company-sponsored Proposal and asked them to approve the
64 SBA Communications Corporation | 2016 Proxy Statement
PROPOSAL 5 – A SHAREHOLDER PROPOSAL TO AMEND SBA’S PROXY ACCESS BYLAW
one that they believed was most appropriate for, and applicable to, SBA and its long-term corporate goals. At that meeting, our shareholders approved the Company-sponsored Proposal and defeated the Comptroller’s Prior Proposal.
Based on the results, our Board amended our Bylaws on July 28, 2015 to implement the Company-sponsored Proposal on those terms approved by the shareholders at the 2015 Annual Meeting. The newly adopted proxy access bylaw appears as Section 20 of our Bylaws (the “Proxy Access Bylaw”), which were filed as an exhibit to our Current Report on Form 8-K on July 31, 2015.
Our Board of Directors recommends a vote “AGAINST” the Comptroller’s Repeated Proposal for the following reasons:
We have already implemented proxy access in a manner approved by our shareholders.
We have already implemented proxy access with the thresholds and protections approved by our shareholders at our 2015 Annual Meeting. At that same Meeting, our shareholders were also given the opportunity to vote on the Comptroller’s Prior Proposal, which is substantially similar to the Comptroller’s Repeated Proposal, and, after consideration, our shareholders rejected that previous proposal and instead approved the Company-sponsored Proposal. In line with the desire of our shareholders, our Proxy Access Bylaw now gives a shareholder, or a group of up to 10 shareholders, who have aggregately held at least 5% of our common stock for 3 years the right to nominate up to 20% of our Board. The Comptroller’s Repeated Proposal seeks only to reiterate a formulation of proxy access that is not tailored specifically to our shareholder base and long-term corporate strategy and that our shareholders rejected just last year. Accordingly, our Board believes that our Proxy Access Bylaw is appropriate for SBA and our shareholders and provides meaningful and accessible proxy access rights to our shareholders.
Our Board continues to believe that it is appropriate and meaningful for shareholders to nominate up to 20% of our Board, and just last year our shareholders agreed.
At our 2015 Annual Meeting, our shareholders voted for the Company-sponsored Proposal that provides our shareholders the right to nominate up to 20% of the Board in accordance with our shareholder nomination process, as opposed to the 25% proposed in the rejected Comptroller’s Prior Proposal and now again in the Comptroller’s Repeated Proposal. Our Board believes that the maximum number of directors who can be nominated through proxy access should remain at 20% of the Board, which has been approved by our shareholders and is currently provided in our Proxy Access Bylaw. The Proxy Access Bylaw ensures that the shareholders have the ability to sponsor an adequate and appropriate percentage of nominees to have a meaningful effect on the Board, while protecting against excessive disruption of the Board’s continuity and operations and the balance of skills and experience represented on the Board, which is thoughtfully reviewed frequently by the Board and its committees. Our Board believes that proxy access without reasonable limits could hinder the effectiveness and efficiency of the Board, thus adversely affecting our financial and operational performance.
Companies and their investors have developed a consensus that implementation of a proxy access bylaw that provides the right to nominate 20% of a board is a meaningful right for shareholders. Approximately three-fourths of the proxy access bylaws implemented by companies in 2015 imposed a director nomination cap of 20% of the board. Institutional Shareholder Services (“ISS”) recognized this
SBA Communications Corporation| 2016 Proxy Statement 65
PROPOSAL 5 – A SHAREHOLDER PROPOSAL TO AMEND SBA’S PROXY ACCESS BYLAW
trend in its Frequently Asked Questions that supplements its 2016 Proxy Voting Guidelines, indicating that ISS may recommend a vote against directors for non-responsiveness only if a board adopts bylaws with a cap of less than 20% of the board. Accordingly, our Board believes that the right included in our Proxy Access Bylaw for eligible shareholders to nominate up to 20% of our Board, which is the threshold approved by our shareholders last year, provides meaningful proxy access rights to our shareholders and is in line with the views of our shareholders.
Our Board continues to believe that a share ownership requirement of 5% is appropriate and meaningful for SBA and its shareholders, and just last year our shareholders agreed.
When presented with the opportunity to choose between a 3% share ownership and a 5% share ownership requirement in 2015, our shareholders rejected the proponent’s proposal of 3%, which is again proposed in the Comptroller’s Repeated Proposal, and indicated by their support that a 5% requirement is the appropriate threshold for SBA and provides meaningful rights to our shareholders.
In our 2015 proxy statement, we expressed our concern that a 3% share ownership requirement would permit shareholders, or a group of shareholders, with narrowly defined special interests and short-term goals not aligned with SBA’s long term strategy and success, the disproportionate right to promote their special interests and disrupt the effectiveness and operations of our Board and our business strategy. Our Board continues to believe that in order to mitigate against such risks, a 5% share ownership requirement is more appropriate for SBA, and our shareholders have already supported that belief by voting for the proposal reflected in the current Proxy Access Bylaw. In addition, our long-term value creation strategy involves utilizing higher levels of leverage than our public tower company peers to grow our portfolio. We believe that this operating principle, which we have utilized with success consistently for over ten years, is understood and appreciated by our long-term shareholders. Our commitment to this long-term strategy has been a fundamental driver of the strong historical returns that we have delivered to our shareholders. That said, this strategy could also lead to higher share price volatility during periods of capital markets distress, making it possible for investors to accumulate significant positions in our stock, with a lower total investment, for the purpose of pursuing their narrow agendas utilizing proxy access once they have met the holding requirements. We believe that our 5% share ownership requirement reduces this risk.
Shareholder support of our ownership threshold is in line with many investors and public policy groups that have supported a threshold of at least 5% as an appropriate threshold for providing proxy access. In 2009, as part of the comment letter process for the adoption of Rule 14a-11, many large investors of disparate viewpoints asserted that a threshold of at least 5% was necessary to maintain the critical balance between providing meaningful shareholder input and serving the interests of a company’s shareholder base at large. In addition, in 2003, the SEC itself asserted that 5% was the appropriate threshold to provide proxy access.
Our share ownership is fairly concentrated; therefore, we disagree with the proponent’s claim that it is impossible to form a group under our Proxy Access Bylaw unless one or more of our largest reporting shareholders joins the group. We currently have 2 holders who each controls more than 5% of our stock, approximately 10 additional holders who each controls between 2% and 4% of our stock and approximately 14 additional holders who each controls between 1% and 2% of our stock. These shareholders hold, in the aggregate, more than 50% of our common stock and could act individually or with others in that group to meet a 5% eligibility requirement with little effort. We also have approximately 26 holders who each controls less than 1% but at least 0.5%, who hold, in the aggregate, almost 20% of our common stock. These holders could also form a group under our Proxy
66 SBA Communications Corporation | 2016 Proxy Statement
PROPOSAL 5 – A SHAREHOLDER PROPOSAL TO AMEND SBA’S PROXY ACCESS BYLAW
Access Bylaw with little effort. Based on our ownership concentration, our 5% threshold for a group of up to 10 shareholders reflected in the Proxy Access Bylaw, which our Board adopted in response to approval of our Company-sponsored Proposal by our shareholders just last year, already provides substantial opportunity for long-term investors to access our proxy, and does not deprive all shareholders of the ability to vote for proxy access nominees as the proponent claims. Small shareholders with legitimate concerns shared by other shareholders have the opportunity to form a group to meet the required minimum holdings of SBA shares. A lower share ownership requirement would provide greater opportunities for shareholders with narrowly defined special interests and short-term goals the disproportionate right to promote their special interests and disrupt the operations of our Board and our business strategy.
The Comptroller’s Repeated Proposal permits an unlimited number of shareholders to assemble as a group to establish the share ownership required to make a nomination pursuant to proxy access, which could result in excessive administrative burden and expense for SBA.
At the 2015 Annual Meeting, when presented with the choice of a 5% ownership threshold with a group limitation of 10 shareholders or 3% ownership threshold with no group limitation, our shareholders approved a 5% threshold with a group limitation of 10 shareholders. In accordance with the approval of our shareholders, our Proxy Access Bylaw currently limits the number of shareholders that may aggregate their holdings to satisfy the 5% ownership threshold to 10. The Comptroller’s Repeated Proposal seeks to eliminate this limitation entirely, asking that the group be “unrestricted” in number.
We continue to believe, and our shareholders have agreed, that a reasonable limitation should be established to help reduce the risk of abuse of proxy access rights and minimize administrative costs. In the absence of a reasonable limitation on the number of shareholders in a group, we could be required to make burdensome and time-consuming inquiries into the nature and duration of the share ownership of a large number of individuals participating in a nomination in order to verify their required share ownership, which could impede the exercise of proxy access rights by other shareholders.
Allowing a lower ownership threshold or an unlimited number of holders to act as a group undermines the principle that we believe most of our shareholders share: that the right to nominate a director using our proxy statement should be available only to those who have a sufficient financial stake in SBA to cause their interests to be aligned with the interests of the shareholders as a whole. For these reasons, our Board believes that our current proxy access right is in the best interests of our shareholders and that the approach in the Comptroller’s Repeated Proposal is not appropriate for SBA.
Our Board believes the terms of the Proxy Access Bylaw, adopted just last year in response to shareholder approval of our Company-sponsored Proposal, provide a greater ability to foster the substantial long-term shareholder value that we believe we can deliver to shareholders.
Recommendation of the Board of Directors
In order to re-affirm the position that our shareholders have already taken with regard to proxy access and to continue to foster the substantial long-term shareholder value that we continuously strive to deliver to our shareholders, the Board of Directors unanimously recommends a vote “AGAINST” this proposal.
SBA Communications Corporation| 2016 Proxy Statement 67
SECURITY OWNERSHIP
A proposal has received a majority of the votes cast if the votes cast “FOR” a proposal exceed the votes cast “AGAINST” a proposal. In addition, we intend to evaluate the advisory proposal, Proposal 3, using the same standard. Consequently, abstentions will have no impact on the results, as they are not counted as votes cast. | Q: | What is the effect of the advisory vote on Proposal 3? |
| A: | Proposal 3 is an advisory vote. This means that while we ask shareholders to approve the resolution regarding Say on Pay, this is not an action that requires shareholder approval. If a majority of votes are cast “FOR” the Say on Pay proposal, we will consider the proposal to be approved. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal. Although the vote on Proposal 3 is non-binding, our Board and the Compensation Committee will review the result of the vote and take it into account in making determinations concerning executive compensation. |
| Q: | What if I sign and return my proxy without making any selections? |
| A: | If you sign and return your proxy without making any selections, your shares will be voted “FOR” Proposals 1, 2 and 3. If other matters properly come before the meeting, Steven E. Bernstein and Jeffrey A. Stoops will have the authority to vote on those matters for you at their discretion. As of the date of this proxy statement, we are not aware of any matters that will come before the meeting other than those disclosed in this proxy statement. |
| Q: | What if I am a beneficial shareholder and I do not give the nominee voting instructions? |
| A: | If you are a beneficial shareholder and your shares are held in the name of a broker, the broker is bound by the rules of the New York Stock Exchange regarding whether or not it can exercise discretionary voting power for any particular proposal if the broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions on certain “routine” matters. A broker non-vote occurs when a nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the shares. Broker non-votes are included in the calculation of the number of votes considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as votes cast with respect to a matter on which the nominee has expressly not voted. |
The table below showssets forth, for each proposal on the beneficial ownership asballot, whether a broker can exercise discretion and vote your shares absent your instructions and if not, the impact of March 7, 2016 of our Class A common stock held by eachsuch broker non-vote on the approval of the directors, nominees for director, named executive officers, all current directors and executive officers as a group and each person known to us to be the beneficial owner of more than 5% of our Class A common stock. As of March 7, 2016 we had 125,366,278 shares of Class A common stock outstanding.proposal. | | | | | | | | | | | Proposal | | Can Brokers Vote Absent Instructions? | | Impact of Broker Non-Vote | | | | | Name Proposal 1: | | Number Of
Shares
Beneficially
Owned(1)
Election of Directors | | | Percent Of
Class A
Common
Stock
| | Steven E. Bernstein
No | | None | | 215,378 | (2) | | | Proposal 2: | | | * | | Jeffrey A. Stoops
Ratification of EY as Auditors | | | 1,494,994 | (3)Yes | | | 1.2 | % Not Applicable | Kevin L. Beebe
| | | | | Proposal 3: | | | 23,923 | (4)Say on Pay | | | * | | Brian C. Carr
No | | | 4,795 | (5) | | | * | | Mary S. Chan
| | | 2,000 | (6) | | | * | | Duncan H. Cocroft
| | | 87,993 | (7) | | | * | | George R. Krouse, Jr.
| | | 18,284 | (8) | | | * | | Jack Langer
| | | 28,886 | (9) | | | * | | Kurt L. Bagwell
| | | 186,816 | (10) | | | * | | Brendan T. Cavanagh
| | | 187,553 | (11) | | | * | | Thomas P. Hunt
| | | 319,281 | (12) | | | * | | Jason V. Silberstein
| | | 69,567 | (13) | | | * | | All current directors and executive officers as a group (13 persons)(14)
| | | 2,671,951 | (15) | | | 2.1 | % | BlackRock, Inc.
| | | 8,969,734 | (16) | | | 7.2 | % | The Vanguard Group
| | | 8,885,431 | (17) | | | 7.1 | % |
* Less than 1% of outstanding shares.
Except as otherwise indicated, the address of each person named in this table is c/o SBA Communications Corporation, 8051 Congress Avenue, Boca Raton, Florida 33487.
(1) | In determining the number and percentage of shares beneficially owned by each person, shares that may be acquired by such person pursuant to options exercisable or restricted stock units that vest within 60 days after March 7, 2016 are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for all other shareholders. To our knowledge, except as otherwise indicated, beneficial ownership includes sole voting and dispositive power with respect to all shares.None |
(2)Q: | This number includes (i) 165,142 shares owned by the Bernstein Limited Partnership II (“BLP II”), an entity controlled, in part, by Mr. Bernstein and (ii) 13,400 shares owned by the Steven E. Bernstein Charitable Trust (“Bernstein Charitable Trust”), for which Mr. Bernstein serves as a trustee. This number also includes an aggregate of 7,767 shares of Class A common stock
|
68 SBA Communications Corporation| 2016 Proxy StatementCan I change my vote after I have delivered my proxy?
SECURITY OWNERSHIP
| issuable pursuant to options that are exercisable within 60 days after March 7, 2016. Mr. Bernstein disclaims beneficial ownership of those shares owned by BLP II and Bernstein Charitable Trust, except to the extent of his pecuniary interest in BLP II. |
(3)A: | This number includes (i) an aggregate of 520,222Yes. You may revoke your proxy at any time before its exercise. You may also revoke your proxy by voting in person at the Annual Meeting. If you are a beneficial shareholder, you must contact your nominee to change your vote or obtain a proxy to vote your shares of Class A common stock issuable pursuantif you wish to options that are exercisable within 60 days after March 7, 2016, (ii) an aggregate of 20,225 shares of Class A common stock held by four different trusts, each forcast your vote in person at the benefit of one of Mr. Stoops’ four children, (iii) 539,863 shares owned by Calculated Risk Partners, L.P., a Delaware limited partnership (“CRLP”), of which Mr. Stoops and his spouse control the general partner, and (iv) 77,000 shares of Class A common stock held by a non-profit foundation (the “Foundation”), of which Mr. Stoops serves as the President and one of the two directors. Mr. Stoops disclaims beneficial ownership of the shares of Class A common stock held by the trusts and CRLP, except to the extent of his pecuniary interest in CRLP. Mr. Stoops disclaims beneficial ownership of those shares of Class A common stock held by the Foundation. This number also includes 646,863 shares of Class A common stock which are pledged or held in a margin account, which was in compliance, as of March 7, 2016, with SBA’s policy on margining Class A common stock. Mr. Stoops shares voting and investment power with respect to 963,074 shares of Class A common stock with his spouse. |
meeting. (4) | This number includes 17,767 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 7, 2016. |
(5) | This number includes 1,674 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 7, 2016. |
(6) | This number represents shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 7, 2016. |
(7) | This number includes 7,767 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 7, 2016. This number also includes 75,226 shares of Class A common stock which are pledged or held in a margin account, which was in compliance, as of March 7, 2016, with SBA’s policy on margining Class A common stock. |
(8) | This number includes 10,734 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 7, 2016. |
(9) | This number includes 5,734 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 7, 2016. This number also includes 25,928 beneficially owned shares of Class A common stock, options and restricted stock units held by the Jack Langer 2012 Irrevocable Family Trust. The trustee of the trust is Mr. Langer’s spouse. Mr. Langer disclaims beneficial ownership of the securities held by the trust, except to the extent of his pecuniary interest therein. |
(10) | This number includes 95,090 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 7, 2016. This number also includes 91,726 shares of Class A common stock held by trust pursuant to the Kurt L. Bagwell Revocable Trust Agreement, dated July 8, 1998 and as amended and restated June 29, 2007, for the benefit of Mr. Bagwell’s spouse. Mr. Bagwell is the trustee of the trust and has sole voting and investment power with respect to the 91,726 shares of Class A common stock. |
(11) | This number includes 168,400 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 7, 2016. |
SBA Communications Corporation | 20162022 Proxy Statement 6977
SECURITY OWNERSHIPOTHER MATTERS
(12)Q: | This number includes 221,872 shares of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 7, 2016. Mr. Hunt shares voting and investment power with respect to 97,409 shares of Class A common stock with his spouse.Who can attend the Annual Meeting? |
(13)A: | This number includes 54,701Only shareholders and our invited guests are invited to attend the Annual Meeting. To gain admittance, you must bring a form of personal identification to the meeting, where your name will be verified against our shareholder list. If a broker or other nominee holds your shares and you plan to attend the meeting, you should bring a recent brokerage statement showing your ownership of Class A common stock issuable pursuantthe shares as of the record date, a letter from the broker confirming such ownership, and a form of personal identification. |
We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the ongoing COVID-19 pandemic and are sensitive to the public health and travel concerns that our shareholders may have, as well as protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the Annual Meeting. Any such change will be announced via a press release, which will be available at our website, www.sbasite.com under Investor Relations, and filed as definitive additional soliciting materials with the SEC. | Q: | If I plan to options that are exercisable within 60 days after March 7, 2016.attend the Annual Meeting, should I still vote by proxy? |
(14)A: | This number includes 34,481 shares beneficially owned by Mark Ciarfella, which includes 24,715 sharesYes. Casting your vote in advance does not affect your right to attend the Annual Meeting. |
If you vote in advance and also attend the meeting, you do not need to vote again at the meeting unless you want to change your vote. Written ballots will be available at the meeting for shareholders of record. Beneficial shareholders who wish to vote in person must request a legal proxy from the broker or other nominee and bring that legal proxy to the Annual Meeting. | Q: | Where can I find voting results of Class A common stock issuable pursuant to options that are exercisable within 60 days after March 7, 2016.the Annual Meeting? |
(15)A: | This number includes 1,136,443 shares of Class A common stock issuable pursuant to options that are exercisableWe will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form 8-K filed within 60four business days after March 7, 2016.the Annual Meeting. |
(16)Q: | According to the Schedule 13G (Amendment No. 1) filed on February 10, 2016 by BlackRock, Inc. (“BlackRock”), of the 8,969,734 shares of SBA’s Class A common stock beneficially owned, BlackRock has (a) sole voting powerWho should I call with respect to 7,767,774 shares, and (b) sole investment power with respect to all 8,969,734 shares. The principal business address of BlackRock is 55 East 52nd Street, New York, New York 10055.other questions? |
(17)A: | According toIf you have additional questions about this proxy statement or the Schedule 13G (Amendment No. 2) filed on February 10, 2016 by The Vanguard Group, Inc. (“Vanguard”),meeting or would like additional copies of the 8,885,431 shares of SBA’s Class A common stock beneficially owned, Vanguard has (a) sole voting power with respect to 130,244 shares, (b) sole investment power with respect to 8,748,714 shares, and (c) shared investment power with respect to 136,717 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 84,817 shares of SBA’s Class A common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 97,327 shares of SBA’s Class A common stock as a result of its serving as investment manager of Australian investment offerings. The principal business address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.this proxy statement or our annual report, please contact: SBA Communications Corporation, 8051 Congress Avenue, Boca Raton, Florida 33487, Attention: Investor Relations, Telephone: (561) 995-7670. |
70 SBA Communications Corporation | 2016 Proxy Statement
OTHER MATTERS Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC and NASDAQNasdaq reports of ownership and changes in ownership of our Class A common stock. Executive officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. 78 SBA Communications Corporation| 2022 Proxy Statement
OTHER MATTERS Based on the review of copies of such reports furnished to us and written representations that no other reports were required, we believe that, during the 2015 fiscal year,2021, our executive officers, directors and greater than 10% beneficial owners timely complied with all Section 16(a) filing requirements applicable to them.them, except that a Form 4 for Mark R. Ciarfella to report a cashless stock option exercise transaction made during 2021 was not timely filed due to an administrative error and Form 4s to report two transactions for Mr. Cavanagh were not timely filed due to a broker administrative error. Shareholder Proposals and Director Nominations for 2017 Annual Meeting Shareholder proposals and director nominations pursuant to the advance notice provision or proxy access provision in our Bylaws should be sent to SBA at the address set forth in the Notice. To be considered for inclusion in SBA’s proxy statement for the 20172023 Annual Meeting of Shareholders, the deadline for submission of shareholder proposals, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, is December 2, 2016.November 30, 2022. Additionally, pursuant to the advance notice provision in our Bylaws, SBA must receive notice of any shareholder proposal or nomination for election as director to be submitted at the 20172023 Annual Meeting of Shareholders, but not required to be included in our proxy statement, no earlier than December 14, 201613, 2022 and no later than January 13, 2017.12, 2023. Our Bylaws and Annex B of the NCG Committee charter set forth the information that is required in a written notice of a shareholder proposal. Eligible stockholders who do not seek to use the advance notice provision for nomination of directors in Article I, Section 19 of our Bylaws, but who instead intend to nominate a person for election as director under the proxy access provision in our Bylaws, must comply with the provisions of and provide notice to us in accordance with Article I, Section 20 of our Bylaws. We must receive the required notice and information specified in Article I, Section 20 no later than December 2, 2016.November 30, 2022. The persons named in the proxies solicited by management may exercise discretionary voting authority with respect to such proposal. List of Shareholders Entitled to Vote at the Annual Meeting The names of shareholders of record entitled to vote at the Annual Meeting will be available at our corporate office for a period of 10 days prior to the Annual Meeting and continuing through the Annual Meeting. Expenses Relating to this Proxy Solicitation We will pay all expenses relating to this proxy solicitation. In addition to this solicitation by mail, our officers, directors, and employees may solicit proxies by telephone or personal call without extra SBA Communications Corporation| 2016 Proxy Statement 71
OTHER MATTERS
compensation for that activity. We have engaged Morrow & Co., LLC, a professional proxy solicitation firm, located at 470 West Avenue, Stamford, Connecticut 06902, to assist with the solicitation of proxies for a fee of $12,500 plus reasonable out-of-pocket expenses. We also expect to reimburse banks, brokers and other persons for reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of our stock and obtaining the proxies of those owners. Communication with SBA’s Board of Directors Shareholders may communicate with the Board of Directors by directing their communications in a hard copy (i.e., non-electronic) written form to the attention of one or more members of the Board of Directors, or to the Board of Directors collectively, at our corporate office located at 8051 Congress Avenue, Boca Raton, Florida 33487. A shareholder communication must include a statement that the author of such communication is a beneficial or record owner of shares of Class A common stock of SBA. Our Corporate Secretary will review all communications meeting the requirements discussed above and will remove any communications relating to (i)(1) the purchase or sale of products or services, (ii)(2) communications from landlords relating to our obligations or the obligations of one of our subsidiaries under a lease, (iii)(3) communications from tenants relating to our obligations or the obligations of one of our subsidiaries under a lease, (iv)(4) communications from suppliers or vendors relating to our obligations or the obligations of one of our subsidiaries to such supplier or vendor, (v)(5) communications from opposing parties relating to pending or threatened legal or administrative proceedings regarding matters not SBA Communications Corporation| 2022 Proxy Statement 79
OTHER MATTERS related to securities law matters or fiduciary duty matters, and (vi)(6) any other communications that the Corporate Secretary deems, in his or her reasonable discretion, unrelated to the business of SBA. The Corporate Secretary will compile all communications not removed in accordance with the procedure described above and will distribute such qualifying communications to the intended recipient(s). A copy of any qualifying communications that relate to our accounting and auditing practices will also be sent directly to the Chair of the Audit Committee, whether or not it was directed to such person. Available Information We maintain an internet website at www.sbasite.com. Copies of the Committee charters of each of the Audit Committee, Compensation Committee and NCG Committee, together with certain other corporate governance materials, including our Code of Ethics and Code of Conduct, can be found under the Investor Relations—Corporate Governance section of our website at www.sbasite.com, and such information is also available in print to any shareholder who requests it through our Investor Relations department at the address below. We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of the 20152021 Form 10-K as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. In addition, such report is available, free of charge, through the Investor Relations—Corporate Governance section of our internet website at www.sbasite.com. A request for a copy of such report should be directed to SBA Communications Corporation, 8051 Congress Avenue, Boca Raton, Florida 33487, Attention: Investor Relations. A copy of any exhibit to the 20152021 Form 10-K will be forwarded following receipt of a written request with respect thereto addressed to Investor Relations. 72 SBA Communications Corporation | 2016 Proxy Statement
OTHER MATTERS
Electronic Delivery This year we again have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expedite shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of materials. We mailed the Notice containing instructions on how to access our proxy statement and annual report online on or about April 1, 2016.March 30, 2022. If you would like to receive a paper copy of the proxy materials, the Notice contains instructions on how to receive a paper copy. Householding We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our Notice, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of the Notice, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Notice for your household, please contact our transfer agent, Computershare Trust Company, N.A. in writing: 210 Quality Circle, Suite 210, College Station, TX 77845,P.O. Box 505000, Louisville, KY 40233-5000, or by telephone: in the U.S., (800) 446-2617;(877) 282-1168; outside the U.S., (781) 575-4706. If you participate in householding and wish to receive a separate copy of the Notice, or if you do not wish to participate in householding and prefer to receive separate copies of the Notice in the future, please contact Computershare as indicated above. Beneficial shareholders can request information about householding from their nominee. 80 SBA Communications Corporation | 20162022 Proxy Statement 73
EXHIBITAPPENDIX A – GAAP TO NON-GAAP RECONCILIATIONS
Exhibit A
GAAP to Non-GAAP Reconciliations For more information regarding the measures included in this Appendix A, please see our Current Report on Form 8-K dated February 28, 2022. Tower Cash Flow and Tower Cash Flow Margin We believe that Tower Cash Flow is an indicatorand Tower Cash Flow Margin are indicators of the performance of our site leasing operations. The tables below set forth the reconciliation of Tower Cash Flow to its most comparable GAAP measurement. | | | | | | | | | | | | | | | | For the year
ended December 31, | | | | | 2015 | | | 2014 | | | 2013 | | | | | (in thousands) | | Site leasing revenue | | $ | 1,480,634 | | | $ | 1,360,202 | | | $ | 1,133,013 | | Site leasing cost of revenue (excluding depreciation, accretion, and amortization) | | | (324,655) | | | | (301,313) | | | | (270,772) | | | | | | | | | | | | | | | Site leasing segment operating profit | | | 1,155,979 | | | | 1,058,889 | | | | 862,241 | | Non-cash straight-line leasing revenue | | | (49,064) | | | | (56,867) | | | | (65,611) | | Non-cash straight-line ground lease expense | | | 34,204 | | | | 36,271 | | | | 33,621 | | Tower Cash Flow | | $ | 1,141,119 | | | $ | 1,038,293 | | | $ | 830,251 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | For the quarter
ended December 31, | | | | | 2015 | | | 2014 | | | 2013 | | | | | (in thousands) | | Site leasing revenue | | $ | 368,452 | | | $ | 361,421 | | | $ | 292,525 | | Site leasing cost of revenue (excluding depreciation, accretion, and amortization) | | | (81,357) | | | | (78,264) | | | | (66,844) | | Site leasing segment operating profit | | | 287,095 | | | | 283,157 | | | | 225,681 | | Non-cash straight-line leasing revenue | | | (9,963) | | | | (14,133) | | | | (14,721) | | Non-cash straight-line ground lease expense | | | 8,410 | | | | 8,901 | | | | 6,635 | | | | | | | | | | | | | | | Tower Cash Flow | | | 285,542 | | | | 277,925 | | | | 217,595 | | Annualized Tower Cash Flow(1) | | $ | 1,142,168 | | | $ | 1,111,700 | | | $ | 870,380 | | | | | | | | | | | | | | |
(1) | Annualized Tower Cash Flow is calculated as Tower Cash Flow for the most recent quarter multiplied by four. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | 2021 | | | | | 2020 | | | | | 2019 | | | | | 2018 | | | | | 2017 | | | | | | | | | | (in thousands) | | | | | | | | | | | | | Site leasing revenue | | $ | | | 2,104,087 | | | $ | | | 1,954,472 | | | $ | | | 1,860,858 | | | $ | | | 1,740,434 | | | $ | | | 1,623,173 | | | | | | | | | | | | | Non-cash straight-line leasing revenue | | | | | (30,117) | | | | | | (3,475) | | | | | | (12,368) | | | | | | (18,643) | | | | | | (16,419) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash site leasing revenue | | | | | 2,073,970 | | | | | | 1,950,997 | | | | | | 1,848,490 | | | | | | 1,721,791 | | | | | | 1,606,754 | | | | | | | | | | | | | Site leasing cost of revenues (excluding depreciation, accretion, and amortization) | | | | | (386,391) | | | | | | (373,778) | | | | | | (373,951) | | | | | | (372,296) | | | | | | (359,527) | | | | | | | | | | | | | Non-cash straight-line ground lease expense | | | | | 7,766 | | | | | | 13,954 | | | | | | 19,944 | | | | | | 26,212 | | | | | | 30,850 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tower Cash Flow | | $ | | | 1,695,345 | | | $ | | | 1,591,173 | | | $ | | | 1,494,483 | | | $ | | | 1,375,707 | | | $ | | | 1,278,077 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tower Cash Flow Margin | | | | | 81.7% | | | | | | 81.6% | | | | | | 80.8% | | | | | | 79.9% | | | | | | 79.5% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SBA Communications Corporation | 20162022 Proxy Statement A-1
EXHIBITAPPENDIX A – GAAP TO NON-GAAP RECONCILIATIONS
Adjusted EBITDA, Annualized Adjusted EBITDA and Annualized Adjusted EBITDA Margin We believe that Adjusted EBITDA, and Annualized Adjusted EBITDA and Adjusted EBITDA Margin are useful indicators of the financial performance of our core businesses. The tables below set forth the reconciliation of Adjusted EBITDA, and Annualized Adjusted EBITDA and Adjusted EBITDA margin to their most comparable GAAP measurement. | | | | | | | | | | | | | | | | For the year
ended December 31, | | | | | 2015 | | | 2014 | | | 2013 | | | | | (in thousands) | | Net loss | | $ | (175,656) | | | $ | (24,295) | | | $ | (55,909) | | Non-cash straight-line leasing revenue | | | (49,064) | | | | (56,867) | | | | (65,611) | | Non-cash straight-line ground lease expense | | | 34,204 | | | | 36,271 | | | | 33,621 | | Non-cash compensation | | | 28,747 | | | | 22,671 | | | | 17,205 | | Loss from extinguishment of debt, net | | | 783 | | | | 26,204 | | | | 6,099 | | Other expense (income) | | | 139,137 | | | | (10,628) | | | | (31,138) | | Acquisition related adjustments and expenses | | | 11,864 | | | | 7,798 | | | | 19,198 | | Asset impairment and decommission costs | | | 94,783 | | | | 23,801 | | | | 28,960 | | Interest income | | | (3,894) | | | | (677) | | | | (1,794) | | Interest expense(1) | | | 343,025 | | | | 337,284 | | | | 313,696 | | Depreciation, accretion, and amortization | | | 660,021 | | | | 627,072 | | | | 533,334 | | Provision (benefit) for taxes(2) | | | 10,827 | | | | 10,120 | | | | (492) | | Adjusted EBITDA | | $ | 1,094,777 | | | $ | 998,754 | | | $ | 797,169 | | | | | | | | | | | | | | |
Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | 2021 | | | | | 2020 | | | | | 2019 | | | | | 2018 | | | | | 2017 | | | | | | | | | | (in thousands) | | | | | | | | | | | | | Net income (loss) | | $ | | | 237,624 | | | $ | | | 24,047 | | | $ | | | 147,284 | | | $ | | | 47,451 | | | $ | | | 103,654 | | | | | | | | | | | | | Non-cash straight-line leasing revenue | | | | | (30,117) | | | | | | (3,475) | | | | | | (12,368) | | | | | | (18,643) | | | | | | (16,419) | | | | | | | | | | | | | Non-cash straight-line ground lease expense | | | | | 7,766 | | | | | | 13,955 | | | | | | 19,944 | | | | | | 26,212 | | | | | | 30,850 | | | | | | | | | | | | | Non-cash compensation | | | | | 84,402 | | | | | | 68,890 | | | | | | 73,214 | | | | | | 42,327 | | | | | | 38,249 | | | | | | | | | | | | | Loss from extinguishment of debt, net | | | | | 39,502 | | | | | | 19,463 | | | | | | 457 | | | | | | 14,443 | | | | | | 1,961 | | | | | | | | | | | | | Other (income) / expense | | | | | 74,284 | | | | | | 222,159 | | | | | | (14,053) | | | | | | 85,624 | | | | | | 2,418 | | | | | | | | | | | | | Acquisition and new business initiatives related adjustments and expenses | | | | | 27,621 | | | | | | 16,582 | | | | | | 15,228 | | | | | | 10,961 | | | | | | 12,367 | | | | | | | | | | | | | Asset impairment and decommission costs | | | | | 33,044 | | | | | | 40,097 | | | | | | 33,103 | | | | | | 27,134 | | | | | | 36,697 | | | | | | | | | | | | | Interest income | | | | | (3,448) | | | | | | (2,981) | | | | | | (5,500) | | | | | | (6,731) | | | | | | (11,337) | | | | | | | | | | | | | Total interest expense (1) | | | | | 419,593 | | | | | | 412,802 | | | | | | 415,695 | | | | | | 399,146 | | | | | | 348,568 | | | | | | | | | | | | | Depreciation, accretion and amortization | | | | | 700,161 | | | | | | 721,970 | | | | | | 697,078 | | | | | | 672,113 | | | | | | 643,100 | | | | | | | | | | | | | Provision (benefit) for taxes (2) | | | | | 15,847 | | | | | | (40,895) | | | | | | 40,548 | | | | | | 5,035 | | | | | | 14,026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Adjusted EBITDA | | $ | | | 1,606,279 | | | $ | | | 1,492,614 | | | $ | | | 1,410,630 | | | $ | | | 1,305,072 | | | $ | | | 1,204,134 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees. |
| (2) | Provision (benefit) forThese amounts include franchise and gross receipt taxes includes $1,766, $1,485, and $817 of franchise taxeswhich are reflected in selling, general, and administrative expenses on the Consolidated Statement of Operations for the year ended 2015, 2014, and 2013, respectively. |
applicable year. | | | | | | | | | | | | | | | | For the year
ended December 31, | | | | | 2015 | | | 2014 | | | 2013 | | | | | (in thousands) | | Adjusted EBITDA for the year ended | | $ | 1,094,777 | | | $ | 998,754 | | | $ | 797,169 | | Less: Tower Cash Flow for the year ended | | | (1,141,119) | | | | (1,038,293) | | | | (830,251) | | Plus: Annualized Tower Cash Flow for the quarter ended | | | 1,142,168 | | | | 1,111,700 | | | | 870,380 | | | | | | | | | | | | | | | Annualized Adjusted EBITDA(1) | | $ | 1,095,826 | | | $ | 1,072,161 | | | $ | 837,298 | | | | | | | | | | | | | | |
(1) | Calculated for compensation purposes only. |
A-2SBA Communications Corporation| 20162022 Proxy Statement
EXHIBITAPPENDIX A – GAAP TO NON-GAAP RECONCILIATIONS
Annualized Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the quarter ended | | | | | | | | | | | | | | | | | | 12/31/2021 | | | | | 12/31/2020 | | | | | 12/31/2019 | | | | | 12/31/2018 | | | | | 12/31/2017 | | | | | | | | | | (in thousands) | | | | | | | | | | | | | Net income | | $ | | | 48,902 | | | $ | | | 106,185 | | | $ | | | 67,556 | | | $ | | | 57,152 | | | $ | | | 7,660 | | | | | | | | | | | | | Non-cash straight-line leasing revenue | | | | | (9,630) | | | | | | (152) | | | | | | (3,023) | | | | | | (2,953) | | | | | | (3,979) | | | | | | | | | | | | | Non-cash straight-line ground lease expense | | | | | 1,383 | | | | | | 3,053 | | | | | | 4,064 | | | | | | 5,884 | | | | | | 7,389 | | | | | | | | | | | | | Non-cash compensation | | | | | 25,227 | | | | | | 16,975 | | | | | | 12,581 | | | | | | 10,187 | | | | | | 9,355 | | | | | | | | | | | | | Loss from extinguishment of debt, net | | | | | 25,829 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | Other (income) / expense | | | | | 24,892 | | | | | | (77,986) | | | | | | (35,349) | | | | | | (24,550) | | | | | | 18,636 | | | | | | | | | | | | | Acquisition and new business initiatives related adjustments and expenses | | | | | 10,095 | | | | | | 4,024 | | | | | | 5,559 | | | | | | 1,789 | | | | | | 5,510 | | | | | | | | | | | | | Asset impairment and decommission costs | | | | | 14,484 | | | | | | 10,994 | | | | | | 9,472 | | | | | | 4,356 | | | | | | 10,789 | | | | | | | | | | | | | Interest income | | | | | (1,324) | | | | | | (641) | | | | | | (808) | | | | | | (1,760) | | | | | | (2,689) | | | | | | | | | | | | | Total interest expense | | | | | 99,631 | | | | | | 103,195 | | | | | | 105,727 | | | | | | 103,601 | | | | | | 92,403 | | | | | | | | | | | | | Depreciation, accretion and amortization | | | | | 169,895 | | | | | | 180,383 | | | | | | 179,487 | | | | | | 169,454 | | | | | | 162,643 | | | | | | | | | | | | | Provision for taxes | | | | | (331) | | | | | | 34,566 | | | | | | 17,127 | | | | | | 16,105 | | | | | | 2,347 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Adjusted EBITDA | | $ | | | 409,053 | | | $ | | | 380,596 | | | $ | | | 362,393 | | | $ | | | 339,265 | | | $ | | | 310,064 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annualized Adjusted EBITDA | | $ | | | 1,636,212 | | | $ | | | 1,522,384 | | | $ | | | 1,449,572 | | | $ | | | 1,357,060 | | | $ | | | 1,240,256 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annualized Adjusted EBITDA Margin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the quarter ended | | | | | | | | | | | | | | | | | | 12/31/2021 | | | | | 12/31/2020 | | | | | 12/31/2019 | | | | | 12/31/2018 | | | | | 12/31/2017 | | | | | | | | | | (in thousands) | | | | | | | | | | | | | Annualized Adjusted EBITDA | | $ | | | 1,636,212 | | | $ | | | 1,522,384 | | | $ | | | 1,449,572 | | | $ | | | 1,357,060 | | | $ | | | 1,240,256 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues for three months ended | | | | | 595,262 | | | | | | 535,905 | | | | | | 513,659 | | | | | | 483,849 | | | | | | 443,073 | | | | | | | | | | | | | Non-cash straight-line leasing revenue for three months ended | | | | | (9,630) | | | | | | (152) | | | | | | (3,023) | | | | | | (2,953) | | | | | | (3,979) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash site leasing revenue for three months ended | | | | | 585,632 | | | | | | 535,753 | | | | | | 510,636 | | | | | | 480,896 | | | | | | 439,094 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annualized Adjusted EBITDA Margin | | | | | 69.8% | | | | | | 71.0% | | | | | | 71.0% | | | | | | 70.5% | | | | | | 70.6% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SBA Communications Corporation| 2022 Proxy Statement A-3
APPENDIX A – GAAP TO NON-GAAP RECONCILIATIONS Funds From Operations, Adjusted Funds From Operations and Adjusted Funds From Operations per Share We believe that FFO, AFFO, and AFFO per share provide investors useful indicators of the financial performance of our core business. The tables below set forth the reconciliations of FFO and AFFO to their most comparable GAAP measurementmeasurement. | | | | For the year
ended December 31, | | | | | | | 2015 | | | 2014 | | | 2013 | | | | | For the year ended December 31, | | | | | (in thousands) | | | | | | | | | | | | Net loss | | $ | (175,656) | | | $ | (24,295) | | | $ | (55,909) | | | Adjusted tax provision(1) | | | 2,211 | | | | 2,705 | | | | (6,502) | | | | | | | | | 2021 | | | | 2020 | | | | 2019 | | | | 2018 | | | | 2017 | | | | | | | | | (in thousands) | | | Net income (loss) | | | $ | | | 237,624 | | | $ | | | 24,047 | | | $ | | | 147,284 | | | $ | | | 47,451 | | | $ | | | 103,654 | | | Real estate related depreciation, amortization and accretion | | | 653,990 | | | | 621,208 | | | | 528,730 | | | | | | 696,020 | | | | | | 717,728 | | | | | | 692,718 | | | | | | 668,668 | | | | | | 639,219 | | | Asset impairment and decommission costs(1) | | | | | | 33,044 | | | | | | 40,097 | | | | | | 33,103 | | | | | | 27,134 | | | | | | 36,697 | | | Adjustments for unconsolidated joint ventures(2) | | | | | | — | | | | | | — | | | | | | 2,365 | | | | | | 1,835 | | | | | | 1,640 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FFO | | $ | 480,545 | | | $ | 599,617 | | | $ | 466,319 | | | $ | | | 966,688 | | | $ | | | 781,872 | | | $ | | | 875,470 | | | $ | | | 745,088 | | | $ | | | 781,210 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Adjustments to FFO: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-cash straight-line leasing revenue | | | (49,064) | | | | (56,867) | | | | (65,611) | | | | | | (30,117) | | | | | | (3,475) | | | | | | (12,367) | | | | | | (18,643) | | | | | | (16,419) | | | Non-cash straight-line ground lease expense | | | 34,204 | | | | 36,271 | | | | 33,621 | | | | | | 7,766 | | | | | | 13,955 | | | | | | 19,943 | | | | | | 26,212 | | | | | | 30,850 | | | Non-cash compensation | | | 28,747 | | | | 22,671 | | | | 17,205 | | | | | | 84,402 | | | | | | 68,890 | | | | | | 73,214 | | | | | | 42,327 | | | | | | 38,249 | | | Adjustment for non-cash portion of tax provision(3) | | | | | | (8,510) | | | | | | (63,188) | | | | | | 15,936 | | | | | | (15,287) | | | | | | (3,961) | | | Non-real estate related depreciation, amortization and accretion | | | 6,031 | | | | 5,862 | | | | 4,603 | | | | | | 4,141 | | | | | | 4,242 | | | | | | 4,358 | | | | | | 3,444 | | | | | | 3,882 | | | Amortization of deferred financing costs and debt discounts | | | 20,659 | | | | 44,684 | | | | 64,645 | | | | | | 66,674 | | | | | | 44,927 | | | | | | 25,660 | | | | | | 22,929 | | | | | | 24,819 | | Interest deemed paid upon conversion of convertible notes | | | — | | | | 7,537 | | | | 4,195 | | | | Loss from extinguishment of debt, net | | | 783 | | | | 26,204 | | | | 6,099 | | | | | | 39,502 | | | | | | 19,463 | | | | | | 457 | | | | | | 14,443 | | | | | | 1,961 | | | Other (income) expense | | | 139,137 | | | | (10,628) | | | | (31,138) | | | | | | 74,284 | | | | | | 222,159 | | | | | | (14,052) | | | | | | 85,624 | | | | | | 2,418 | | Acquisition related adjustments and expenses | | | 11,863 | | | | 7,798 | | | | 19,198 | | | Asset impairment and decommission costs | | | 94,783 | | | | 23,801 | | | | 28,960 | | | | Acquisition and new business initiatives related adjustments and expenses | | | | | | 27,621 | | | | | | 16,582 | | | | | | 15,227 | | | | | | 10,961 | | | | | | 12,367 | | | Non-discretionary cash capital expenditures | | | (33,600) | | | | (27,243) | | | | (18,979) | | | | | | (39,389) | | | | | | (35,490) | | | | | | (34,472) | | | | | | (34,887) | | | | | | (35,225) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Adjustments for unconsolidated joint ventures(2) | | | | | | — | | | | | | — | | | | | | 3,040 | | | | | | 2,302 | | | | | | 349 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | AFFO | | $ | 734,088 | | | $ | 679,709 | | | $ | 529,118 | | | $ | | | 1,193,062 | | | $ | | | 1,069,937 | | | $ | | | 972,414 | | | $ | | | 884,513 | | | $ | | | 840,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average number of common shares(2) | | | 128,914 | | | | 130,061 | | | | 129,033 | | | | Weighted average number of common shares(4) | | | | | | 111,177 | | | | | | 113,465 | | | | | | 114,694 | | | | | | 116,515 | | | | | | 121,022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | AFFO per share | | $ | 5.69 | | | $ | 5.23 | | | $ | 4.10 | | | $ | | | 10.74 | | | $ | | | 9.43 | | | $ | | | 8.48 | | | $ | | | 7.59 | | | $ | | | 6.95 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Adjusts the income tax provision during the period, to reflect our estimate of cash income taxes (primarily foreign taxes) that wouldPrior year amounts have been payable had we been a REIT.reclassed to conform to the current year presentation. |
| (2) | Adjustments for unconsolidated joint ventures represent (a) with respect to the calculation of FFO, that portion of the joint ventures’ depreciation, amortization and accretion to the extent included in our net income and |
A-4SBA Communications Corporation | 2022 Proxy Statement
APPENDIX A – GAAP TO NON-GAAP RECONCILIATIONS | (b) with respect to the calculation of AFFO, that portion of the joint ventures’ straight-line leasing revenue and ground lease expense, other (income) expense and acquisition and new business initiatives related adjustments and expenses, in each case to the extent included in our net income. |
| (3) | Removes the non-cash portion of the tax provision for the period specified. |
| (4) | For purposes of the AFFO per share calculation, the basic weighted average number of common shares has been adjusted to include the dilutive effect of stock options and restricted stock units. |
Return on Invested Capital SBA Communications Corporation| 2016 Proxy Statement A-3
EXHIBIT B – SBA’S PROXY ACCESS BYLAWWe believe that Return on Invested Capital (“ROIC”) is useful to investors as a measure of the effectiveness of the use of capital in our operations. The table below sets forth the reconciliation of ROIC.
Exhibit B
SBA’s Proxy Access Bylaw
Section 20.Shareholder Nominations Included in the Corporation’s Proxy Materials.
(a) In addition to any persons nominated for election to the Board of Directors by or at the direction of the Board of Directors or any committee thereof, subject to the provisions of this Section 20, the Corporation shall (i) include in its proxy materials for any annual meeting of shareholders (A) the name of any person (other than an Ineligible Director Candidate) nominated for election (the “Shareholder Nominee”) by any record holder of shares of common stock of the Corporation at the time the Notice of Nomination (as defined below) is delivered to the Secretary of the Corporation, (i) who is entitled to vote at the annual meeting upon such election, (ii) whose shares will be used to meet the eligibility requirements set forth Section 20(c)(i) and (iii) who has satisfied the conditions and complied with the procedures set forth in this Section 20 (a “Nominator”) or by a group of up to ten (10) such shareholders (a “Nominator Group”) that has satisfied the conditions and complied with the procedures set forth in this Section 20 applicable to a Nominator Group; provided that, in the case of a Nominator Group, each member thereof (each a “Group Member”) shall have satisfied the conditions and complied with the procedures set forth in this Section 20 applicable to Group Members and shall not have been a member of another Nominator Group during the preceding ninety (90) days, and (B) the Nomination Statement (as defined below) furnished by such Nominator or Nominator Group and (ii) include such Shareholder Nominee’s name on any ballot distributed at such annual meeting and on the Corporation’s proxy card (or any other format through which the Corporation permits proxies to be submitted) distributed in connection with such annual meeting.
(b) At each annual meeting of shareholders, the Nominator or Nominator Group, as the case may be, may nominate one or more Shareholder Nominees for election at an annual meeting pursuant to and in accordance with this Section 20; provided that the total number of Shareholder Nominees nominated by the Nominator or Nominator Group shall not exceed the Maximum Number; provided, further, that if either (i) the Corporation has received notice pursuant to Section 19 of these Bylaws that a shareholder intends to nominate one or more nominees for election at such meeting, (ii) any director then in office was nominated by a shareholder pursuant to Section 19, or (iii) the Corporation has entered into, or will enter into, an agreement or other arrangement with one or more shareholder(s) to avoid any person being formally proposed as a board candidate pursuant to Section 19, then no nominations shall be permitted to be made pursuant to this Section 20 by any shareholder.
(c) To nominate any such Shareholder Nominee, the Nominator or Nominator Group, as the case may be, shall:
| (i) | have maintained a Net Long Beneficial Ownership (as defined below) of five percent (5%) or more of the Corporation’s outstanding common stock continuously for at least three years as of the date the Notice of Nomination is submitted to the Corporation and continue to hold the same Net Long Beneficial Ownership through the date of the annual meeting to which the nomination related, and |
B-1 SBA Communications Corporation | 2016 Proxy Statement
EXHIBIT B – SBA’S PROXY ACCESS BYLAW
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the quarter ended December 31, | | | | | | | | | | | | | | | | | | 2021 | | | | | 2020 | | | | | 2019 | | | | | 2018 | | | | | 2017 | | | | | | | | | | (in thousands) | | | | | | | | | | | | | Annualized Adjusted EBITDA | | $ | | | 1,636,212 | | | $ | | | 1,522,384 | | | $ | | | 1,449,572 | | | $ | | | 1,357,060 | | | $ | | | 1,240,256 | | | | | | | | | | | | | Less: Annualized cash taxes | | | | | (21,872) | | | | | | (18,596) | | | | | | (28,712) | | | | | | (13,868) | | | | | | (20,348) | | | | | | | | | | | | | Numerator | | $ | | | 1,614,340 | | | $ | | | 1,503,788 | | | $ | | | 1,420,860 | | | $ | | | 1,343,192 | | | $ | | | 1,219,908 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Historical Gross Property and Equipment(1) | | | | | 6,997,330 | | | | | | 6,783,826 | | | | | | 6,532,617 | | | | | | 6,227,133 | | | | | | 5,894,993 | | | | | | | | | | | | | Historical Gross Intangibles(1) | | | | | 8,854,284 | | | | | | 7,747,026 | | | | | | 7,528,264 | | | | | | 6,812,456 | | | | | | 6,529,683 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Denominator | | $ | | | 15,851,614 | | | $ | | | 14,530,852 | | | $ | | | 14,060,881 | | | $ | | | 13,039,589 | | | $ | | | 12,424,676 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Return on Invested Capital | | | | | 10.2% | | | | | | 10.3% | | | | | | 10.1% | | | | | | 10.3% | | | | | | 9.8% | |
| (ii) | within the time period applicable to notice of shareholder proposals made at the annual meeting pursuant to Rule 14a-8 of the Exchange Act, submit to the Secretary of the Corporation the following: |
| 1) | a written notice of the nomination of such Shareholder Nominee that includes (A) with respect to the Nominator and the beneficial owner, if any, on whose behalf the nomination is made, or, in the case of a Nominator Group, with respect to each Group Member and any beneficial owner on whose behalf the nomination is made, all of the information required by Section 19(b)(i) of these Bylaws and (B) with respect to each such Shareholder Nominee, all of the information required by Section 19(b)(iii) of these Bylaws (such written notice, the “Notice of Nomination”); |
| 2) | if the Nominator or Nominator Group so elects, a statement for inclusion in the Corporation’s proxy statement in support of each Shareholder Nominee’s election to the Board of Directors, which statement shall not exceed five hundred (500) words with respect to each Shareholder Nominee (the “Nomination Statement”); |
| 3) | a representation by each Nominator or, in the case of a Nominator Group, each Group Member, that all of the facts, statements and other information included in all communications by the Nominator or Nominator Group (including any Group Member) with the Corporation, including without limitation the Notice of Nomination and the Nomination Statement, are and will be true and correct in all material respects (and shall not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading); |
| 4) | a representation by each Nominator or, in the case of a Nominator Group, each Group Member, that the Nominator or Nominator Group (including any Group Member) has no intent to cause or to contribute to the causation of a Change of Control of the Corporation; |
| 5) | an executed agreement, in a form deemed satisfactory by the Board of Directors pursuant to which the Nominator (or, in the case of a Nominator Group, each Group Member) agrees to: |
| a) | comply with all applicable laws, rules and regulations arising out of or related to the nomination of each Shareholder Nominee pursuant to this Section 20; |
| b) | assume all liability and indemnify and hold harmless the Corporation and each of its directors, officers, employees, agents and Affiliates, individually, against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers, employees, agents or Affiliates arising out of or related to any nomination submitted by the Nominator or Nominator Group pursuant to this Section 20; |
SBA Communications Corporation| 2016 Proxy Statement B-2
EXHIBIT B – SBA’S PROXY ACCESS BYLAW
| c) | during the period commencing with the submission of the Notice of Nomination and ending on the later of (1) the first anniversary of the annual meeting to which the Notice of Nomination related or (2) the date on which any Shareholder Nominee previously nominated by such Nominator or any Group Member is no longer serving on the Board of Directors, not nominate any individual to be a director of the Corporation other than in accordance with this Section 20 or conduct any solicitation, including, but not limited to, pursuant to Rule 14a-2(b) of the Exchange Act, with respect to an election of directors; and |
| d) | furnish to the Corporation the updated information required by the second sentence of Section 20(d) below; and |
| 6) | a letter of resignation signed by each Shareholder Nominee, which letter shall specify that such Shareholder Nominee’s resignation is irrevocable and that it shall become effective upon a determination by the Board of Directors or any committee thereof (excluding, for purposes of such determination, such Shareholder Nominee) that (x) any of the information provided to the Corporation by the Nominator, the Nominator Group, any Group Member or the Shareholder Nominee in respect of the nomination of such Shareholder Nominee pursuant to this Section 20 is or was untrue in any material respect (or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading) or (y) the Nominator, the Nominator Group or any Group Member or any Affiliate thereof shall have breached any of its obligations under this Section 20. |
(d) In the event that any information included in the Nomination Statement, or any other communications by the Nominator, Nominator Group or any Group Member with the Corporation ceases to be true and correct in all material respects, or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made and as of such later date, not misleading, each Nominator, Nominator Group or Group Member, as the case may be, shall promptly (and in any event within twenty-four (24) hours of discovering that such information has ceased to be true and correct in all material respects, or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made and as of such later date, not misleading) notify the Corporation of any such defect in such previously provided information and of the information that is required to correct any such defect. All such information required to be included in the Notice of Nomination shall be updated (i) as of the record date for notice of the annual meeting at which the Shareholder Nominee(s) is (are) nominated for election to the Board of Directors (which record date shall be included in a public announcement released on or prior to the date thereof) within five (5) business days after such record date by notice in writing to the Secretary of the Corporation and (ii) ten (10) days prior to the annual meeting or adjournment or postponement thereof. Notwithstanding anything to the contrary set forth herein, if any Nominator, Nominator Group or Group Member has failed to comply with the requirements of this Section 20, the Board of Directors or the chairman of the meeting shall declare the nomination of the Shareholder Nominee(s) by such Nominator or Nominator Group to be invalid, and such nomination shall be disregarded.
(e) Notwithstanding anything to the contrary contained in this Section 20, (1) the Corporation may omit from its proxy materials any information, including all or any portion of the Nomination
B-3 SBA Communications Corporation | 2016 Proxy Statement
EXHIBIT B – SBA’S PROXY ACCESS BYLAW
Statement, if the Board of Directors in good faith determines that the disclosure of such information would violate any applicable law, rule or regulation, (2) the Corporation may exclude from its proxy materials any Shareholder Nominee pursuant to this Section 20 if the Board of Directors in good faith determines that such Shareholder Nominee’s election to the Board of Directors or any committee thereof would result in the Corporation violating or failing to be in compliance with any applicable law, rule or regulation to which the Corporation is subject, including any rules or regulations of any stock exchange on which the Corporation’s shares are traded, and (3) unless otherwise required by law, if a Nominator, any Group Member or the Shareholder Nominee does not appear at the meeting of shareholders to present any nomination submitted pursuant to this Section 20, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation.
(f) In the event that any Nominator or Nominator Group submits a nomination at an annual meeting and either (1) such Nominator or any Group Member had nominated (or been a Group Member of a Nominator Group that had nominated) a nominee for election to a board of directors pursuant to this Section 20 or other proxy access bylaw within the past three years from the date of such annual meeting and such nominee shall not have received at least twenty-five percent (25%) of the total votes eligible to be cast in favor of such nominee’s election or such nominee withdrew from or became ineligible or unavailable for election to the board of directors, or (2) such Shareholder Nominee shall have been nominated for election by another person, other than the Nominator or Nominator Group, pursuant to this Section 20 or other proxy access bylaw within the past three years from the date of such annual meeting and such Shareholder Nominee shall not have received at least twenty-five percent (25%) of the total votes eligible to be cast in favor of such Shareholder Nominee’s election or such Shareholder Nominee withdrew from or became ineligible or unavailable for election to the board of directors, then such nomination shall be disregarded. For the avoidance of doubt, this Section 20(f) shall not prevent any shareholder from nominating any person to the Board of Directors pursuant to and in accordance with Section 19 of these bylaws.
(g) In the event that the aggregate number of nominations submitted by the Nominator(s) or Nominator Group(s) pursuant to this Section 20 exceeds the Maximum Number, each eligible Nominator or Nominator Group will select one Shareholder Nominee for inclusion in the Corporation’s proxy statement until the Maximum Number is reached, going in order of the amount of the Net Long Beneficial Ownership of the Corporation’s common stock held by such Nominator or Nominator Group on the date that the applicable Notice of Nomination was first submitted to the Corporation, unless the Corporation knows or has reason to believe in good faith that such information is not complete or accurate with respect to any such Nominator or Nominator Group, in which case the Corporation shall use reasonable efforts to determine the ownership of such Nominator or Nominator Group and use the amount it determines in good faith to be accurate or as accurate as practicable under the circumstances. If the Maximum Number is not reached after each Nominator or Nominator Group has selected one Shareholder Nominee, this selection process will continue as many times as necessary, following the same order each time, until the maximum number is reached.
(h)Definitions. For purposes of this Section 20, the following definitions shall apply:
| (i) | “Affiliate” shall have the meaning ascribed thereto under the General Laws, Rules and Regulations under the Exchange Act; |
| (ii) | “ChangeCalculated using historical foreign currency exchange rates in effect at date of Control” shall mean the occurrence ofinvestment and excludes any of the following: (1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger orimpairment charges
|
SBA Communications Corporation | 20162022 Proxy Statement B-4A-5
EXHIBIT Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card.
Votes submitted electronically must be received by 11:59 P.M., (Eastern Time), on May 11, 2022.
Online
Go to www.envisionreports.com/SBAC
or scan the QR code — login details are
located in the shaded bar below.
Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
Save paper, time and money! Sign up for electronic delivery at
www.envisionreports.com/SBAC
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
2022 Annual Meeting Proxy Card 1234 56789012345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A Proposals — The Board of Directors recommends a vote FOR all the director nominees listed in Proposal 1 and FOR Proposals 2 and 3. 1. Election of Director Nominees: + For Against Abstain For Against Abstain For Against Abstain
01—Kevin L. Beebe* 02—Jack Langer* 03—Jeffrey A. Stoops*
*For a three-year term expiring at the 2025 Annual Meeting
For Against Abstain
04—Jay L. Johnson**
**For a term expiring at the 2024 Annual Meeting
For Against Abstain For Against Abstain
2. Ratification of the appointment of Ernst & Young LLP as SBA’s 3. Approval, on an advisory basis, of the compensation of SBA’s
independent registered public accounting firm for the 2022 named executive officers.
fiscal year.
Note: Such other business as may properly come before the
Annual Meeting and any postponements or adjournments
thereof.
B – SBA’S PROXY ACCESS BYLAWAuthorized Signatures — This section must be completed for your vote to count. Please date and sign below.
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
1UPX 538658 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND+
03LYAC
| consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Corporation, taken as a whole, to any “person”, (2) the adoption of a plan relating to the liquidation or dissolution of the Corporation; or (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” becomes the “beneficial owner” (as, such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition), directly or indirectly, of more than 50% of the outstanding stock of the Corporation; |
| (iii) | “Ineligible Director Candidate” means any person (A) who is or becomes a party to any compensatory, payment or other agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service as a director of the Corporation, including any agreement to indemnify such person for obligations arising as a result of his service on the Board of Directors, (B) who is receiving or will receive any compensation or other payment from any person or entity other than the Corporation in connection with service as a director of the Corporation, (C) who is not independent under the listing standards of each principal U.S. national securities exchange upon which the common stock of the Corporation is listed, any applicable rules of the Securities Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors, in each case as determined by the Board of Directors, (D) whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Articles of Incorporation, the rules and listing standards of the principal U.S. exchanges upon which the common stock of the Corporation is traded, or any applicable law, rule or regulation, (E) who is an employee, officer or director or who has been, within the past three (3) years, an officer or director of an entity whose principal business is the owning and/or leasing of wireless communication towers, (F) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten (10) years, or (G) who has provided information to the Corporation in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors or any committee thereof. |
| (iv) | “Maximum Number” means a number of Shareholder Nominees that may be nominated pursuant to this Section 20 at any annual meeting equal to: (A) the greater of (1) one director or (2) that number of directors representing twenty percent (20%) of the total number of directors then serving (rounded down to the nearest whole number) less (B) the sum of (x) the number of directors in office on such date who were originally nominated pursuant to Section 20 at any of the three (3) most recent annual meetings and (y) the number of directors in office on such date who were originally nominated, or will be nominated, by the Board of Directors pursuant to an agreement or other arrangement with one or more shareholders to avoid such person being formally proposed as a board candidate pursuant to this Section 20;provided, however, that for so long as the Corporation has a classified
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B-5 SBA Communications Corporation | 2016 Proxy Statement
EXHIBIT B – SBA’S PROXY ACCESS BYLAWWe are actively monitoring the coronavirus, or COVID-19,
| board, in no case shall the number of Shareholder Nominees for any annual meeting exceed one-half (1/2) of the number of directors to be elected at such annual meeting (rounded down to the nearest whole number). The Maximum Number of nominees shall be zero if the number of nominees referred to in clause (B) of this paragraph shall equal or exceed the number of positions on the Board of Directors referred to in clause (A) of this paragraph. If for any reason one or more vacancies occur on the Board of Directors after the date all nominations are due under this Section 20 but before the date the proxy statement is mailed and the Board of Directors elects to reduce the size of the Board of Directors in connection therewith, the maximum number of Shareholder Nominees eligible for inclusion in the Corporation’s proxy materials pursuant to this Section 20 shall be calculated based on the number of directors as so reduced. |
| (v) | “Net Long Beneficial Ownership” (and its correlative terms), when used to describe the nature of a person’s ownership of common stock of the Corporation, shall mean those shares of common stock of the Corporation as to which the person in question possesses (a) the full unhedged power to vote or direct the voting of such shares, (b) the full unhedged economic incidents of ownership of such shares (including the full right to profits and the full risk of loss), and (c) the full unhedged power to dispose of or direct the disposition of such shares; provided that the number of shares calculated in accordance with clauses (a), (b) and (c) shall not include any shares (i) sold by such person or any of its Affiliates in any transaction that has not been settled or closed, (ii) borrowed by such person or any of its Affiliates for any purposes or purchased by such person or any of its Affiliates pursuant to an agreement to resell or (iii) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or other agreement or understanding sold or acquired by such person or any of its Affiliates, whether any such instrument is to be settled with shares or with cash based on the notional amount of shares subject thereto, in any such case which has, or is intended to have, the purpose or effect of (A) reducing in any manner, to any extent or at any time in the future, such person’s or Affiliates’ full rights to vote or direct the voting and full rights to dispose or direct the disposition of any of such shares, and/or (B) offsetting any gain or loss arising from the full economic ownership of such shares by such person or Affiliate. |
pandemic and are sensitive to the public health and travel concerns that our shareholders may have, as well as protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the Annual Meeting. Any such change will be announced via a press release, which will be available at our website, www.sbasite.com, under Investor Relations and filed as definitive additional soliciting materials with the Securities and Exchange Commission.
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SBA Communications Corporation
| 2016 Notice of 2022 Annual Meeting of Shareholders
Proxy StatementSolicited by Board of Directors for Annual Meeting — May 12, 2022
B-6
SBA COMMUNICATIONS CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
MAY 13, 2016
The undersigned shareholder acknowledges receipt of the Notice of Internet Availability of Proxy Materials and hereby appoints Steven E. Bernstein and Jeffrey A. Stoops, or either of them, proxies for the undersigned, each with full power of substitution, to vote all of the undersigned’s shares of Class A common stock of SBA Communications Corporation (“SBA”) at the Annual Meeting of Shareholders to be held at SBA’s corporate office, 8051 Congress Avenue, Boca Raton, Florida 33487 on Friday,Thursday, May 13, 2016,12, 2022 at 10:00 a.m., local time, and at any adjournmentspostponement or postponementsadjournment thereof.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE DIRECTOR NOMINEES IN PROPOSAL 1 AND “FOR” PROPOSAL 2 PROPOSAL 3 AND PROPOSAL 4 AND “AGAINST” PROPOSAL 5.3. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Please SignItems to be voted appear on Reverse Side)
| Address Change/Comments (Mark the corresponding box on the reverse side)
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reverse side)
h FOLD AND DETACH HEREh | | | | | | | The Board of Directors recommends a voteFOR the director nominees in proposal 1,FOR proposals 2, 3 and 4 andAGAINST proposal 5. If no specification is made, the shares will be voted in accordance with such Board of Directors’ recommendation. | | Please Mark Here for Address Change or Comments ¨SEE REVERSE SIDE
| | | 1. Election of Director Nominees: | | 3. Approval, on an advisory basis, of the compensation of SBA’s named executive officers. | | | For a three-year term expiring at the 2019 Annual Meeting: | | FOR AGAINST ABSTAIN | | | | | | | | 4. Approval of SBA’s proxy access bylaw. | | | | | 1a. Kevin L. Beebe | | FOR AGAINST ABSTAIN | | | | | | | | | FOR AGAINST ABSTAIN | 1b. Jack Langer | | FOR AGAINST ABSTAIN | | | | | | | | 1c. Jeffrey A. Stoops | | FOR AGAINST ABSTAIN | | 5. Vote on shareholder proposal regarding proxy access, if properly presented at the Annual Meeting. | | | 2. Ratification of the appointment of Ernst & Young LLP as SBA’s independent registered public accounting firm for the 2016 fiscal year.
| | FOR AGAINST ABSTAIN | | | | | | | FOR AGAINST ABSTAIN | | | | |
| | | | | | | | | | | | | | Note. Such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof. | | | | If you plan to attend the Annual Meeting, please mark the WILL ATTEND box | | ¨ WILL ATTEND | | |
Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
h FOLD AND DETACH HEREh
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE PROXY SUBMISSION,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone proxy submission is available through 11:59 p.m. Eastern Time
the day prior to Annual Meeting day.
Your Internet or telephone proxy submission authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
If you submit your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To submit a proxy by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
SBA’s proxy statement and annual report are available online at www.edocumentview.com/SBAC.
C Non-Voting Items
Change of Address — Please print new address below. Comments — Please print your comments below.
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