DEF 14A of Sba Communications Corp, Apr 12, 2024

DEF 14A of Sba Communications Corp

Filed Apr 12, 2024 · FY20230001193125-24-094748

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS We believe all of our directors bring to our Board of Directors, or the Board, a wealth of experiences derived from their service in executive and managerial roles, as well as extensive board experience. Our Board has the right mix of experiences and skills, balancing the needs of our current business, global operations and long-term strategy. Background information about our directors can be found beginning on page 12 of this proxy statement.

  2. BOARD OF DIRECTORS

    | Name & Principal Occupation | | Age | Director Since | Independent | Committee Memberships | | | Jeffrey A. Stoops Non-Executive Chairman of the Board and Former President & Chief Executive Officer SBA Communications Corporation | 65 | 1999 | | None | | | Kevin L. Beebe President & Chief Executive Officer 2B Partners, LLC | 65 | 2009 | | Audit Compensation | | | Steven E. Bernstein Founder SBA Communications Corporation | 63 | 1989 | | None | | | Laurie Bowen Former Chief Executive Officer Telecom Italia Sparkle Americas | 62 | 2023 | | Compensation NCG | | | Brendan T. Cavanagh President & Chief Executive Officer SBA Communications Corporation | 52 | 2024 | | None | | | Mary S. Chan Chief Operating Officer of Nikola Corporation | 61 | 2015 | | Compensation NCG | | | Jay L. Johnson Chief Financial Officer, Executive Vice President & Treasurer Lamar Advertising Company | 47 | 2022 | | Audit (Chair) NCG | | | George R. Krouse, Jr. Retired Attorney Simpson Thacher & Bartlett LLP | 78 | 2009 | | Audit NCG (Chair) | | | Jack Langer Private Investor and Former Managing Director & Global Co-Head of the Media Group Lehman Brothers Inc. | 75 | 2004 | | Audit Compensation (Chair) | | | Amy E. Wilson General Counsel and Corporate Secretary Dow Inc. | 53 | 2023 | | Audit NCG |

  3. BOARD OF DIRECTORS

    * NCG – Nominating and Corporate Governance Committee

  4. BOARD OF DIRECTORS

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | ● | | | | | | | | | | |

  5. Nominees for Director

    Nominees for Director

  6. Class I Directors

    Class I Directors

  7. For Terms Expiring at the 2027 Annual Meeting

    | Brendan T. Cavanagh President and Chief Executive Officer, SBA Communications Corporation DIRECTOR AGE: 52 DIRECTOR SINCE: 2024 COMMITTEES: None. | BACKGROUND: Mr. Cavanagh was appointed Chief Executive Officer effective as of January 2024, and previously served as Executive Vice President from January 2014 and Chief Financial Officer from 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 SBA, Mr. Cavanagh was with Arthur Andersen LLP. SKILLS & QUALIFICATIONS: The Board nominated Mr. Cavanagh 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. |

  8. For Terms Expiring at the 2027 Annual Meeting

    | Mary S. Chan Chief Operating Officer of Nikola Corporation INDEPENDENT DIRECTOR AGE: 61 DIRECTOR SINCE: 2015 COMMITTEES: Compensation, Nominating and Corporate Governance | BACKGROUND: Ms. Chan has served as the Chief Operating Officer of Nikola Corporation since October 2023. Ms. Chan co-founded and since February 2016 has served as Managing Partner of VectoIQ, LLC, a consulting firm focused on Smart transportation products and services. From January 2021 to December 2022, Ms. Chan 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 board of directors of Magna International Inc., a global automotive parts supplier. Ms. Chan previously served on the board of directors of CommScope Holding Company, Inc., a publicly-held global network infrastructure provider, Dialog Semiconductor PLC, a manufacturer of semiconductor-based system solutions that was previously publicly-held, and Microelectronics Technology, Inc., a publicly-held technology company specializing in wireless communication product development, manufacturing and global sales. SKILLS & QUALIFICATIONS: The Board nominated Ms. Chan to serve as a director of the Board because she has over 25 years of extensive global management experience in the telecommunications and wireless technology industries, including her leadership experience in the development and execution of General Motors’ launch of 4G LTE connectivity across its global portfolio of vehicle brands. The Board also recognized her management experience gained through various senior management positions at large multinational companies. |

  9. For Terms Expiring at the 2027 Annual Meeting

    | Jay L. Johnson Chief Financial Officer, Executive Vice President & Treasurer, Lamar Advertising Company INDEPENDENT DIRECTOR AGE: 47 DIRECTOR SINCE: 2022 COMMITTEES: Audit, Nominating and Corporate Governance | BACKGROUND: 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 has also served as a member of the board of directors of Newell Brands, Inc., a global consumer goods company, since September 2020 and has announced that he will not be standing for re-election and will be stepping down at their annual meeting in May 2024. SKILLS & QUALIFICATIONS: The Board nominated Mr. Johnson to serve as a director of the Board because of his executive and management experience, financial expertise, and his extensive experience in real estate, REITs and financial services. Mr. Johnson also has experience overseeing the information technology function, which includes oversight of cybersecurity, at Lamar Advertising Company. |

  10. For Terms Expiring at the 2027 Annual Meeting

    | George R. Krouse, Jr. Retired Partner Simpson Thacher & Bartlett LLP INDEPENDENT DIRECTOR AGE: 78 DIRECTOR SINCE: 2009 COMMITTEES: Audit, Nominating and Corporate Governance | BACKGROUND: 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 was a member of the Executive Committee of the firm. Mr. Krouse also served for many years 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. SKILLS & 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. |

  11. Continuing Directors

    Continuing Directors

  12. Class II Directors

    Class II Directors

  13. Terms Expire at the 2025 Annual Meeting

    | Kevin L. Beebe President & Chief Executive Officer, 2BPartners, LLC INDEPENDENT DIRECTOR AGE: 65 DIRECTOR SINCE: 2009 COMMITTEES: Audit, Compensation | BACKGROUND: 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 in the technology and telecommunications industries. 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 Boards of Directors of Skyworks Solutions, Inc., a semiconductor company, and Frontier Communications Corporation, a communications company. In addition, Mr. Beebe is a founding partner in Astra Capital, a private equity firm. SKILLS & 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. |

  14. Terms Expire at the 2025 Annual Meeting

    | Jack Langer Private Investor & Former Managing Director & Global Co-Head of the Media Group, Lehman Brothers Inc. LEAD INDEPENDENT DIRECTOR AGE: 75 DIRECTOR SINCE: 2004 COMMITTEES: Audit, Compensation | BACKGROUND: 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. SKILLS & 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. |

  15. Terms Expire at the 2025 Annual Meeting

    | Jeffrey A. Stoops Former President, Chief Executive Officer, SBA Communications Corporation CHAIRMAN AGE: 65 DIRECTOR SINCE: 1999 COMMITTEES: None. | BACKGROUND: Mr. Stoops has served as the Chair of the Board since January 2024 and as a director of SBA since August 1999. Mr. Stoops was appointed as President in April 2000 and as Chief Executive Officer in January 2002 and served in such roles through his retirement in December 2023. He also previously served as our Chief Financial Officer. Mr. Stoops served on the Board of Directors of Custom Truck One Source, Inc., a specialty equipment company, from July 2019 to April 2021. SKILLS & 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. |

  16. Class III Directors

    Class III Directors

  17. Terms Expire at the 2026 Annual Meeting

    | Steven E. Bernstein Founder, SBA Communications Corporation INDEPENDENT DIRECTOR AGE: 63 DIRECTOR SINCE: 1989 COMMITTEES: None. | BACKGROUND: Mr. Bernstein, our founder, served as our Chair since our inception in 1989 until January 2024 and was our Chief Executive Officer from 1989 to 2001. Mr. Bernstein is also involved in a number of personal commercial real estate and other types of investments. Mr. Bernstein also served on the Board of Directors of SpringBig Holdings, Inc., a digital marketing software company from July 2022 until September 2023. Mr. Bernstein has a Bachelor of Science in Business Administration with a major in Real Estate from the University of Florida. Mr. Bernstein was previously a visiting professor at Lynn University, and serves on the boards of various local charities. SKILLS & 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. |

  18. Terms Expire at the 2026 Annual Meeting

    | Laurie Bowen Former Chief Executive Officer, Telecom Italia Sparkle Americas INDEPENDENT DIRECTOR AGE: 62 DIRECTOR SINCE: 2023 COMMITTEES: Compensation, Nominating and Corporate Governance | BACKGROUND: Ms. Bowen is an experienced executive with over thirty years of leadership experience at large multinational telecommunications and technology companies. From 2016 through 2018, Ms. Bowen served as Chief Executive Officer of Telecom Italia Sparkle in the Americas, a subsidiary of the international wholesale arm of Telecom Italia. From 2013 through 2015, she served as CEO, Business Solutions for Cable & Wireless Communications plc. She previously held senior positions at Tata Communications, BT Group plc and IBM. Since July 2015, Ms. Bowen has served as a non-executive director, and since 2020 Chair of the Nomination Committee, for Ricardo, PLC, a global engineering, environmental and strategic consultancy company. Since 2019, Ms. Bowen has served as a non-executive director and Chair of the Compensation committee for Chemring Group PLC, a global company which provides technology products and services to the aerospace, defense and security markets. Chemring Group PLC and Ricardo PLC are listed on the London Stock Exchange. Ms. Bowen previously served as a non-executive director at customer experience technology provider, Transcom Worldwide AB, listed on the Nasdaq Stockholm Exchange. SKILLS & QUALIFICATIONS: The Board nominated Ms. Bowen to serve as a director of the Board because of her extensive senior management experience with global telecommunications companies and implementation of growth strategies across international telecommunications portfolios. |

  19. Terms Expire at the 2026 Annual Meeting

    | Amy E. Wilson General Counsel and Corporate Secretary, Dow Inc. INDEPENDENT DIRECTOR AGE: 53 DIRECTOR SINCE: 2023 COMMITTEES: Audit, Nominating and Corporate Governance | BACKGROUND: Ms. Wilson is an experienced executive and attorney with over twenty years of corporate leadership and counsel experience within several areas of a worldwide Fortune 100 public company. Since October 2018, Ms. Wilson has served as General Counsel and Corporate Secretary for Dow Inc., a publicly-traded materials science company. From 2015 to 2018, Ms. Wilson served as the Corporate Secretary and Associate General Counsel for Dow. Ms. Wilson joined Dow’s Legal Department in 2000 and held various positions, including serving as Assistant Corporate Secretary and Assistant General Counsel from 2013 to 2015, and Senior Counsel and Assistant Corporate Secretary from 2008 to 2013. Prior to joining Dow, Ms. Wilson was an attorney with Currie Kendall, PLC, where she practiced in the areas of corporate and transactional law. Ms. Wilson currently serves on the Board of Directors for the U. S. Chamber of Commerce and MyMichigan Health and the Board of Trustees for the Charles J. Strosacker Foundation. SKILLS & QUALIFICATIONS: The Board nominated Ms. Wilson to serve as a director of the Board because of the breadth of her corporate governance and global transactional experience. The Board also considered her senior management and public company experience. |

  20. Director Compensation

    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. 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. Mses. Bowen and Wilson received an initial equity grant of options to purchase 10,000 shares of Class A common stock on May 25, 2023, the effective date of their appointments to the Board. The options have a per share exercise price equal to the fair market value per share of shares of Class A common stock at the grant date and will 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.

  21. Director Compensation

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | ● | | | | | | | | |

  22. Director Compensation

    Annual Equity Grant. At each annual meeting, non-employee directors receive an equity grant in the form of restricted stock units. For 2023, the value of the equity grant was $190,000. The stock price used in the calculation of the number of restricted stock units is 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 vest ratably over three years on May 1 of each year. 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 25, 2023, each non-employee director of the Board was granted 743 restricted stock units. The restricted stock units vest in three equal annual installments on May 1, 2024, 2025, and 2026. Retainer and Fees Paid in Cash. For 2023, each non-employee director was entitled to an annual cash retainer of $95,000, which was increased to $100,000 effective May 25, 2023. In addition, the Chair of the Board was entitled to an additional annual retainer of $135,000, which was increased to $150,000 effective May 25, 2023. The Lead Independent Director was entitled to an additional retainer of $25,000, which was increased to $30,000 effective May 25, 2023, and the Chairs of the Audit Committee, the Compensation Committee and the NCG Committee were entitled to an additional retainer of $25,000, $25,000 and $25,000, respectively, which was increased to $30,000, $30,000 and $30,000, respectively, effective May 25, 2023. 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. 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 2023. Mr. Stoops, our former Chief Executive Officer and President, is omitted from the table as he did not receive any additional compensation for his services as a director in 2023. For more information on Mr. Stoops’ compensation, see “Executive Compensation Tables” beginning on page 58.

  23. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Restricted Stock Units ($)(1)(2) | Total ($) | | Steven E. Bernstein | $242,032 (3) | $164,723 | $406,755 | | Kevin L. Beebe | 98,008 | 164,723 | 262,731 | | Laurie Bowen | 60,165 | 164,723 | 224,888 | | Mary S. Chan | 98,008 | 164,723 | 262,731 | | Duncan H. Cocroft(4) | 60,000 (5) | — | 60,000 | | Jay L. Johnson | 113,008 (6) | 164,723 | 277,731 | | George R. Krouse, Jr. | 126,016 (7) | 164,723 | 290,739 | | Jack Langer | 154,025 (8) | 164,723 | 318,748 | | Fidelma Russo(9) | 47,500 | — | 47,500 | | Amy E. Wilson | 60,165 | 164,723 | 224,888 |

  24. Director Compensation

    | (1) Grants of restricted stock units were made on May 25, 2023 in connection with the annual grant discussed above. The amounts in the “Stock Awards” column 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 fiscal 2023 grants, refer to Note 13 to our financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC. |

  25. Director Compensation

    | (2) The following table sets forth the aggregate number of restricted stock units and unexercised stock options outstanding at December 31, 2023 for each of our non-employee directors. |

  26. Director Compensation

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | ● | | | | | | | | |

  27. Director Compensation

    | Name | Aggregate Number of Restricted Stock Units Outstanding at December 31, 2023 | Aggregate Number of Unexercised Stock Options Outstanding at December 31, 2023 | | Steven E. Bernstein | 1,300 | 4,889 | | Kevin L. Beebe | 1,300 | 4,889 | | Laurie Bowen | 743 | 10,000 | | Mary S. Chan | 1,300 | 4,889 | | Jay L. Johnson | 1,093 | 10,000 | | George R. Krouse, Jr. | 1,300 | 501 | | Jack Langer | 1,300 | 4,889 | | Amy E. Wilson | 743 | 10,000 |

  28. Director Compensation

    | (3) Includes additional annual retainer for service as Chair of the Board and payment for healthcare premiums. |

  29. Director Compensation

    | (4) Mr. Cocroft did not stand for re-election to the Board at the 2023 Annual Meeting of Shareholders. |

  30. Director Compensation

    | (5) Includes additional annual retainer for service as Audit Committee Chair from January 1, 2023 to May 25, 2023. |

  31. Director Compensation

    | (6) Includes additional annual retainer for service as Audit Committee Chair from May 25, 2023 to December 31, 2023. |

  32. Director Compensation

    | (7) Includes additional annual retainer for service as NCG Committee Chair. |

  33. Director Compensation

    | (8) Includes additional annual retainers for service as Compensation Committee Chair and Lead Independent Director. |

  34. Director Compensation

    | (9) Ms. Russo did not stand for re-election to the Board at the 2023 Annual Meeting of Shareholders. |

  35. Director Compensation

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | ● | | | | | | | |

  36. CEO and Executive Transition

    | | Stoops 2023 Compensation | Cavanagh 2024 Compensation | Change | | Base Salary | $1,110,000 | $920,000 | (17.1%) | | Target Annual Incentive Award | $1,665,000 | $1,380,000 | (17.1%) | | Long-Term Incentive Value Award | $9,000,000 | $6,700,000 | (25.6%) | | Total | $11,775,000 | $9,000,000 | (23.6%) |

  37. Our Performance Metrics Drive Shareholder Value

    Our Performance Metrics Drive Shareholder Value We reward financial, operational and qualitative metrics that we believe will drive long-term shareholder value appreciation. For 2023, our annual incentive bonus for our CEO and each of our NEOs was:

  38. Our Performance Metrics Drive Shareholder Value

    | > | 30% based on the performance level of Annualized Adjusted EBITDA achieved; |

  39. Our Performance Metrics Drive Shareholder Value

    | > | 30% based on the performance level of AFFO per share achieved; and |

  40. Our Performance Metrics Drive Shareholder Value

    | > | 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 2023, these |

  41. Our Performance Metrics Drive Shareholder Value

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  42. Our Performance Metrics Drive Shareholder Value

    | 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 workforce diversity, 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 his responsibilities, each NEO was assigned three to four of these financial, operational or qualitative metrics upon which he was evaluated. |

  43. Our Executive Compensation Program is Responsive to Shareholders

    | > | Modified the Annual Incentive Program to remove AFFO to address concerns that the same financial metric was being utilized in both our annual and our long-term incentive compensation programs; |

  44. Our Executive Compensation Program is Responsive to Shareholders

    | > | Reduced the portion of the Annual Incentive Program that was based on financial, operational and qualitative metrics and a subjective analysis of the contribution that each NEO made in the attainment of such metric from 40% to 25% to align with current best practices; and |

  45. Our Executive Compensation Program is Responsive to Shareholders

    | > | Modified the Long-Term Incentive Program to add Return on Invested Capital as an additional metric, which addresses our executives’ effective use of capital. |

  46. Compensation Philosophy and Objectives

    | Principles | Implementation | | Total direct compensation, or TDC, levels should be sufficiently competitive to attract, motivate and retain the highest quality executives | The Compensation Committee seeks to establish target total direct compensation (salary, annual incentive and long-term incentive) at appropriate relationships to 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” 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. |

  47. Compensation Philosophy and Objectives

    | 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. |

  48. Compensation Philosophy and Objectives

    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 control arrangements, which we discuss later in this proxy statement under the heading “Potential Payments Upon Termination or Change-in-Control” on page 63, 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.

  49. Compensation Setting Process

    | > | review those companies that comprise our Peer Group and propose changes if necessary; |

  50. Compensation Setting Process

    | > | provide a competitive analysis of our compensation components for our NEOs against our 2023 Peer Group; |

  51. Compensation Setting Process

    | > | assist in the design of the executive severance plan; and |

  52. Evaluating Compensation Program Design and Relative Competitive Position

    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 endeavors to select peer companies that are similar to SBA 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 infrastructure industry, including SBA and the two other public tower companies, American Tower and Crown Castle International, it would be detrimental to SBA 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. 2023 Peer Group. In mid-2022, the Compensation Committee requested that FW Cook reevaluate the companies that comprise the Peer Group to determine if the Peer Group continues to reflect the size and other characteristics of SBA. Based on such review, FW Cook recommended, and the Compensation Committee approved, removing CyrusOne and adding Equity Residential, while maintaining the remaining peer companies used in 2022 for the 2023 compensation setting purpose. The table below sets forth the companies included within the 2023 Peer Group.

  53. Evaluating Compensation Program Design and Relative Competitive Position

    | 2023 Peer Group | | | American Tower Corporation AvalonBay Communities, Inc. Camden Property Trust Crown Castle International Corp. Digital Realty Trust, Inc. Duke Realty Corporation Equinix, Inc. Equity Residential Essex Property Trust, Inc. Extra Space Storage, Inc. | Healthpeak Properties, Inc. Iron Mountain Inc. Lamar Advertising Company OUTFRONT Media Inc. Prologis Inc. Public Storage Uniti Group Inc. Ventas, Inc. Viasat, Inc. Welltower, Inc. |

  54. Evaluating Compensation Program Design and Relative Competitive Position

    Once the 2023 Peer Group had been selected, the Compensation Committee began the 2023 executive compensation setting process by reviewing historical compensation data and estimated 2023 target compensation levels of the 2023 Peer Group. The Compensation Committee sets target compensation in January and February of each 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). Estimated 2023 compensation levels were based on an assumed four percent increase to prior year base salaries and target total cash compensation and a nine percent increase to long term incentive awards, unless a company had actually disclosed a different increase or reduction prior to the time that the estimated target compensation levels were calculated. 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 2023 Peer Group for the Compensation Committee. The Compensation Committee compared (1) base salaries, (2) target total cash compensation (salary plus annual bonus target), (3) long-term incentive, or LTI, awards and (4) target total direct compensation, or TDC, (salary plus annual bonus target plus value of LTI) payable to each NEO to the 25th percentile, the median and 75th percentile target opportunity of the 2023 Peer Group. In addition, the Compensation Committee reviewed these metrics against the average of the ten middle companies in the 2023 Peer Group. The Compensation Committee uses the average of the middle ten as a supplemental data point as it is a statistical measure of the midpoint of the Peer 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 at approximately the median of the Peer Group. The Compensation Committee then uses long-term incentive awards, which are completely “at-risk” to ensure that total direct compensation is at the 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. 2024 Peer Group. In mid-2023, the Compensation Committee requested that FW Cook reevaluate the companies that comprise the Peer Group to determine if the Peer Group continues to reflect the size and other characteristics of SBA. Based on such review, FW Cook recommended, and the Compensation Committee approved removing Duke Realty as it had been acquired by Prologis and adding Realty Income for the 2024 compensation setting process.

  55. Evaluating Company and NEO Performance

    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.

  56. Establishing Individual Executive Compensation Packages

    | > | any amounts earned under the previous year’s annual incentive compensation program; |

  57. Establishing Individual Executive Compensation Packages

    | > | performance metrics, performance targets and annual bonus targets under the annual incentive compensation program for the current year; and |

  58. Establishing Individual Executive Compensation Packages

    | > | annual long-term incentive awards. |

  59. Executive Compensation Components and 2023 Compensation Decisions

    the form of three-year performance-based restricted stock units, or Performance RSUs. For 2023, the Performance RSUs were divided equally, with (i) 50% earned based on the cumulative AFFO per share that we are able to deliver and (ii) 50% earned based on our TSR relative to the TSR of the MSCI US REIT Index, 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 continues to align our executives’ interests with the interests of shareholders. In 2023, the Compensation Committee modified the comparison group from the S&P 500 to the MSCI US REIT Index. In approving this modification, the Compensation Committee considered the number of REITs, including a material number of companies in the 2023 Peer Group, that use the MSCI US REIT Index as the relative comparison for purposes of TSR analysis as well as the Compensation Committee’s belief that companies in the REIT index react more similarly to changes in the interest rate environment and therefore comparing SBA’s return to those companies was a better measure of management’s success, rather than general market related movements.

  60. Base Salaries

    Base Salaries Why we pay base salaries. The Compensation Committee believes that payment of competitive base salaries is an important element for 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-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 agreement with a NEO, such employment agreement provides a minimum level of base salary for the NEO. The Compensation Committee, however, can 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. 2023 Base Salary Decisions. In early 2023, the Compensation Committee evaluated the base salaries of the continuing NEOs based on an evaluation of the 2023 Peer Group compensation data. Based on such evaluation, the Compensation Committee decided to increase salaries by 4.2% for Mr. Stoops and by a range of 4.4% to 6.6% for our other continuing NEOs. As a result of the increase, Mr. Stoops’ base salary was slightly above the base salary of the median and the average of the middle ten companies within the 2023 Peer Group. However, Mr. Stoops’ target bonus opportunity (150% of base salary as discussed below) was still slightly below the median. Consequently, Mr. Stoops’ target total cash compensation (base salary plus target annual cash incentive compensation) was slightly below both the median for the 2023 Peer Group and average of the middle ten companies within the 2023 Peer Group. In addition, the Compensation Committee set the salary for Mr. Cane who had assumed the position of Executive Vice President and President - International on January 1, 2023. Based on its review of competitive market data and his recent appointment, Mr. Cane’s base salary was set at $470,000 (materially below the base salary of his predecessor), his target bonus was set at 100% of base salary and his target total cash compensation was materially below both the median for the 2023 Peer Group and average of the middle ten companies within the 2023 Peer Group.

  61. Annual Incentive Compensation

    Annual Incentive Compensation 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) the 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. How annual incentive compensation awards are determined. Annual incentive compensation awards in 2023 were determined in five steps:

  62. Annual Incentive Compensation

    | (1) determination of the annual bonus target for each NEO, expressed as a percentage of base salary; |

  63. Annual Incentive Compensation

    | (2) establishment of (a) the company-wide financial performance metrics and (b) the other financial, operational and qualitative metrics for use in the Compensation Committee’s subjective evaluation; |

  64. Annual Incentive Compensation

    | (3) determination of the percentage of the annual bonus target that may be earned based upon (a) the company-wide performance metric(s) and (b) the Compensation Committee’s subjective evaluation of the NEO; |

  65. Annual Incentive Compensation

    | (4) approval of the minimum, budget, stretch and maximum levels of each performance metric for such year and the amount of annual bonus target that may be earned for achievement of such level; and |

  66. Annual Incentive Compensation

    | (5) upon completion of the year, a review of SBA’s and the NEO’s performance against such performance metrics. |

  67. Annual Incentive Compensation

    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 2023, achievement at the minimum level (set slightly below budget), entitled the NEO to approximately 50% of the amount of bonus earnable by the NEO for the applicable performance metric. Achievement at the budget level entitled the NEO to 75% of the amount of bonus earnable by the NEO for the applicable performance metric. Achievement at the stretch 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 200% of the amount of bonus earnable by the NEO for the applicable performance metric. If SBA achieves between (i) the minimum level and the budget level, (ii) the budget level and the stretch level, or (iii) the stretch level and the maximum level, the amount of the bonus payment with respect to that metric will be calculated on 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 approximately 50% being performance at the minimum level for which a bonus would be awarded, 75% for performance at budget or expected levels, 100% for an excellent year and 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, 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. 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.

  68. Annual Incentive Compensation

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  69. 2023 Annual Incentive Compensation Decisions

    2023 Annual Incentive Compensation Decisions For 2023, the Compensation Committee maintained the annual incentive compensation program from 2022, 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 of the NEOs. As a result, for 2023:

  70. 2023 Annual Incentive Compensation Decisions

    | > | 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 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 Compensation Committee measured Annualized Adjusted EBITDA on a constant currency basis utilizing exchange rates used in establishing the budget. The Compensation Committee believes that this allows it to more accurately capture the operating results of the business as impacted by the NEO. |

  71. 2023 Annual Incentive Compensation Decisions

    | > | 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 Compensation Committee measured AFFO per share on a constant currency basis utilizing exchange rates used in establishing the budget. The Compensation Committee believes that this allows it to more accurately capture the operating results of the business as impacted by the NEO. |

  72. 2023 Annual Incentive Compensation Decisions

    | > | 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 2023, 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 sustainability and governance objectives and improved business processes and communications, and (b) executive performance, which includes numerous areas of focus, based on the executive, including audit results and capital allocation. Based on his responsibilities, each NEO was assigned three to four of these financial, operational or qualitative metrics upon which he was evaluated. |

  73. 2023 Annual Incentive Compensation Decisions

    The table below sets forth the performance levels set by the Compensation Committee for Annualized Adjusted EBITDA, reflected in millions, and AFFO per share for 2023 and the actual amount achieved in 2023. The Target and Stretch performance levels for 2023 for both Annualized Adjusted EBITDA and AFFO per share were set above the 2022 actuals of $1,853 million and $12.18, respectively.

  74. 2023 Annual Incentive Compensation Decisions

    | | Minimum* (50%) | Budget/ Target* (75%) | Stretch* (100%) | Maximum* (200%) | Actual(3) | % Earned | | Annualized Adjusted EBITDA(1) | $1,851 | $1,889 | $1,927 | $2,002 | $1,916.5 | 93.1% | | AFFO per share(2) | $12.32 | $12.57 | $12.82 | $13.32 | $13.01 | 137.5% |

  75. 2023 Annual Incentive Compensation Decisions

    | * 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. |

  76. 2023 Annual Incentive Compensation Decisions

    | (1) Annualized Adjusted EBITDA is defined as Adjusted EBITDA minus annual tower cash flow, plus four (4) times tower cash flow for the fourth quarter. Please refer to Appendix A for the calculation of Adjusted EBITDA. |

  77. 2023 Annual Incentive Compensation Decisions

    | (2) Please refer to Appendix A for the calculation of AFFO per share. |

  78. 2023 Annual Incentive Compensation Decisions

    | (3) For purposes of determining annual incentive compensation, Annualized Adjusted EBITDA and AFFO per share are calculated on a constant currency basis utilizing the budgeted exchange rates and exclude the impact of non-core income and expenses. |

  79. 2023 Annual Incentive Compensation Decisions

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  80. 2023 Annual Incentive Compensation Decisions

    The table below sets forth the financial and operational metrics that were established at the beginning of the period as part of the 2023 annual incentive compensation program as well as (i) the minimum, stretch and maximum performance levels established by the Compensation Committee and (ii) the actual 2023 performance. 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.

  81. 2023 Annual Incentive Compensation Decisions

    | ($ in millions) Financial or Operational Metric | Minimum (50%) | Budget/ Target (75%) | Stretch (100%) | Maximum (200%) | 2023 Actual | % Earned | | Tower Acquisitions | $225 | $300 | $375 | $675 | $92.9 | — | | Domestic New Builds | 32 | 40 | 48 | 64 | 11 | — | | Tower Expenses | | | | | | | | Capital Expenditures | $2,354 | $2,119 | $1,926 | $1,514 | $2,086 | 79% | | Operating Expenditures | $1,123 | $1,011 | $919 | $722 | $974 | 85% | | Domestic Leasing Results (BBE) | 0.15 | 0.175 | 0.193 | 0.245 | 0.130 | — | | Services Gross Profit | $42.9 | $47.6 | $57.16 | $76.2 | $57.58 | 102% | | International Performance: | | | | | | | | New Builds | 381 | 423 | 465 | 592 | 329 | — | | Organic Lease-Up | $8.4 | $9.3 | $10.2 | $13.0 | $13.42 | 200% | | International Adjusted EBITDA | $380.4 | $396.3 | $412.1 | $443.8 | $411.0 | 98% | | International Ground Lease Purchases | $9.0 | $9.97 | $11.0 | $14.0 | $12.5 | 151% | | Cash SG&A as % of Cash Revenue | 6.71% | 6.45% | 6.20% | 5.75% | 6.64% | 57% |

  82. 2023 Annual Incentive Compensation Decisions

    The Compensation Committee then reviewed the extent to which SBA met its financial and operational metrics. The Compensation Committee observed that SBA was below the minimum performance level for four of the metrics and noted that for three of these metrics, Tower Acquisitions, Domestic New Builds and International New Builds, this was due primarily to industry dynamics and macroeconomic conditions that limited the number of capital investment opportunities that met SBA’s return requirements. The Compensation Committee noted that SBA (i) surpassed the minimum for one metric and (ii) surpassed budget for the other six metrics (exceeding target for three of the six metrics, stretch for two of the six metrics and maximum for one of the six metrics). Finally, the Compensation Committee 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 Compensation Committee cited the following:

  83. 2023 Annual Incentive Compensation Decisions

    | > | achievement of low leverage and strong balance sheet; |

  84. 2023 Annual Incentive Compensation Decisions

    | > | significant progress addressing domestic and international churn, through master agreements and improved customer relationships; |

  85. 2023 Annual Incentive Compensation Decisions

    | > | strong Services gross profit; |

  86. 2023 Annual Incentive Compensation Decisions

    | > | strong international organic lease-up; |

  87. 2023 Annual Incentive Compensation Decisions

    | > | successful implementation of our executive succession plans as we efficiently and smoothly transitioned the responsibilities of both our President - International and our General Counsel and Chief Administrative Officer to internally developed candidates, began the transition of our Chief Financial Officer to CEO and successfully identified and hired a new Chief Financial Officer; and |

  88. 2023 Annual Incentive Compensation Decisions

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  89. 2023 Annual Incentive Compensation Decisions

    | > | 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. |

  90. 2023 Annual Incentive Compensation Decisions

    Based on these financial and operational results and these evaluations, the Compensation Committee then approved the 2023 bonuses for each of the NEOs. The table below sets forth, in dollars and percentages, the annual bonus target of each of our NEOs in 2023 and the annual incentive bonus earned by each NEO for his 2023 performance as a percentage of annual bonus target.

  91. 2023 Annual Incentive Compensation Decisions

    | | Annual Bonus Target | | Incentive Bonus Earned | | | Executive Officer | % of Base Salary | $ | % of Annual Bonus Target | $ | | Jeffrey A. Stoops | 150% | $1,665,000 | 119.2% | $1,984,347 | | Brendan T. Cavanagh | 100% | $725,000 | 119.2% | $864,200 | | Jason V. Silberstein | 100% | $590,000 | 101.2% | $597,080 | | Mark R. Ciarfella | 100% | $480,000 | 109.2% | $524,160 | | Richard M. Cane | 100% | $470,000 | 117.2% | $550,840 |

  92. Equity-Based Compensation

    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 equity 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-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-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. 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. For the 2023 compensation program, the Compensation Committee continued the structure of the equity awards, providing 2/3 of the equity award in the form of three-year Performance RSUs and 1/3 in the form of Time RSUs, which vest over three years. For 2023, the Compensation Committee maintained two financial metrics upon which the Performance RSUs would vest: an absolute financial metric and a relative TSR metric. In 2023, the Compensation Committee modified the comparison group from the S&P 500 to the MSCI US REIT Index. In approving this modification, the Compensation Committee considered the number of REITs, including a material number of companies in the 2023 Peer Group, that use the MSCI US REIT Index as the relative comparison for purposes of TSR analysis as well as the Compensation Committee’s belief that companies in the REIT index react more similarly to changes in interest rate environment and therefore comparing SBA’s return to those companies was a better measure of management’s success, rather than general market related movements. Consequently, the Performance RSUs in 2023 may be earned as follows:

  93. Equity-Based Compensation

    In connection with the award of the Performance RSUs, the Compensation Committee established a threshold, target and maximum performance level and determined the percentage of the RSUs that would be earned at each performance level as set forth below:

  94. Equity-Based Compensation

    | AFFO Per Share RSUs | | | Performance Level | Vesting* | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  95. Equity-Based Compensation

    | Relative TSR RSUs | | | Performance Level | Vesting* | | 25th Percentile | 50% | | 50th Percentile | 100% | | 85th Percentile | 200% |

  96. Equity-Based Compensation

    Information with respect to performance levels for the AFFO per share metric during the pendency of the performance period is not considered material to an understanding of our compensation arrangements and is not addressed in this discussion because it represents confidential financial information that we do not otherwise disclose to the public. Disclosing this information could cause significant competitive harm to the company. We believe our performance target for the AFFO per share was set at an appropriate level at the beginning of the performance period to be challenging, but sufficiently realistic to motivate the performance of our executive officers. We disclose information with respect to the AFFO per share threshold, target and maximum payout opportunities, and the actual number of shares awarded, in our executive compensation disclosures with the SEC in the year following conclusion of the performance period. The Compensation Committee then approves a target dollar value of the long-term incentive grants, or 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 the 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, or the derived price. The Compensation Committee believes that utilizing a two-month measurement period is appropriate because a longer reference period mitigates the potential short-term volatility of SBA’s stock price. 2023 Long-Term Incentive Awards. For 2023, the absolute LTI Value granted to our continuing NEOs increased slightly, with our CEO LTI value increasing 4.7% and the increases for our other NEOs ranging from 5.3% to 5.4% for most NEOs and 11.9% for Mr. Cavanagh. The amount of the LTI award to Mr. Cane was based on a market analysis provided by the Compensation Committee’s compensation consultant as well as Mr. Cane’s experience and tenure with SBA. Based on these considerations, the Compensation Committee approved the following LTI Value, Performance RSU and Time RSU awards for our NEOs:

  97. Equity-Based Compensation

    | Officer | 2023 Long-Term Incentive Target Value ($)(1) | 2023 Performance RSUs (#)(1) | | 2023 Time RSUs (#) | | | | AFFO | Relative TSR | | | Jeffrey A. Stoops | $9,000,000 | 10,404 | 10,404 | 10,404 | | Brendan T. Cavanagh | $3,750,000 | 4,335 | 4,335 | 4,335 | | Jason V. Silberstein | $2,685,000 | 3,104 | 3,104 | 3,104 | | Mark R. Ciarfella | $1,855,000 | 2,144 | 2,144 | 2,144 | | Richard M. Cane | $1,800,000 | 2,081 | 2,081 | 2,081 |

  98. Equity-Based Compensation

    | (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. For accounting purposes, the grant date fair value of the Performance RSUs that are based on relative TSR performance is based on a Monte Carlo valuation. Consequently, the grant date fair value included in the Summary Compensation Table may vary from the target value set forth above. |

  99. Equity-Based Compensation

    The Performance RSUs and the Time RSUs were granted on March 6, 2023, with the three-year performance period for the Performance RSUs commencing on January 1, 2023. The actual grant date value of the restricted stock units granted to our NEOs is set forth under “Stock 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 as well as the impact of the Monte Carlo valuation used for accounting valuation purposes for the Relative TSR RSUs. 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.

  100. Payout Under the 2021 Performance RSUs

    Payout Under the 2021 Performance RSUs In early 2024, the Compensation Committee evaluated the performance of SBA’s cumulative AFFO per share for the relevant three-year performance period against the pre-established levels and SBA’s relative TSR against the S&P 500 for the three-year performance period. As indicated below, (1) our AFFO per share for the three-year period exceeded the maximum, consequently these Performance RSUs paid out at 200% of target and (2) our relative TSR for the three-year period did not meet the threshold and therefore no amounts were paid on these Performance RSUs.

  101. 2024 Program Design Change

    2024 Program Design Change As discussed earlier in this CD&A, our Board and Compensation Committee regularly engage shareholders and solicit their views on a variety of topics including business strategy, corporate governance, executive compensation, and environmental and social initiatives. Based on feedback that we received from our shareholders during 2023, the Compensation Committee decided to amend both the Annual Incentive and the Long-Term Equity components of SBA’s 2024 Executive Compensation Program. 2024 Annual Incentive Program Design Change. The Compensation Committee modified the 2024 Annual Incentive Program as follows:

  102. 2024 Program Design Change

    | > | Reduced the portion of the Annual Incentive Program that was based on financial, operational and qualitative metrics and a subjective analysis of the contribution that each NEO made in the attainment of such metric from 40% to 25% to align with current best practices. |

  103. 2024 Program Design Change

    2024 Equity Based Compensation Program Design Change. In addition, the Compensation Committee decided to modify the Equity Based Compensation Program to (1) diversify the metrics against which the Performance RSUs could be earned by adding a new metric Return on Invested Capital (ROIC), which the Compensation Committee believed was an appropriate method for measuring our executives’ effective use of shareholders’ capital, and (2) modifying the percentage of RSU versus Performance RSUs to provide additional retention value in light of the uncertain macroeconomic environment, including continuing high interest rates, which are challenging telecommunications companies as well as REITs. As a result, the CEO’s 2024 Equity Based Compensation will be structured as follows:

  104. 2024 Program Design Change

    | > | 40% in the form of Time RSUs vesting annually over a three-year period; |

  105. 2024 Program Design Change

    | > | 36% in the form of Performance RSUs that may be earned based on cumulative AFFO per share over the three-year performance period; |

  106. 2024 Program Design Change

    | > | 12% in the form of Performance RSUs that may be earned based on relative TSR performance over the three-year performance period, as measured against the MSCI US REIT Index; and |

  107. 2024 Program Design Change

    | > | 12% in the form of Performance RSUs that may be earned based on the average ROIC over the three-year performance period (New Metric). |

  108. 2024 Program Design Change

    Performance RSUs awarded to the other executive officers will have the same structure, except that the distribution of Time RSUs/ Performance RSUs will be 50% Time RSUs, 30% AFFO Performance RSUs, 10% Relative TSR Performance RSUs and 10% ROIC Performance RSUs.

  109. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We currently have an employment agreement with Mr. Cavanagh that provides for severance payments and benefits if his employment terminates without cause or for good reason, including as a result of, or following, a change in control. In addition, we have an Executive Severance Plan that provides for a severance payment to our Executive Vice Presidents if the executive’s employment terminates without cause or for good reason, including as a result of, or following, 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 63. As Mr. Stoops retired at the end of 2023, he did not receive any severance payments under his employment agreement.

  110. Other Compensation Practices

    Other Compensation Practices Equity Grant Practices. It is the Compensation Committee’s practice to ensure 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 after the release of SBA’s annual financial and operational results. 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. As of December 31, 2023, the minimum ownership levels are as follows:

  111. Other Compensation Practices

    The Guidelines provide that (1) outstanding shares directly owned (including 50% of any unvested Time RSUs), (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 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. Newly appointed, promoted, or hired officers or directors have five years from the date they are appointed, promoted, or hired to meet the applicable minimum ownership requirements. Such officer or director must retain 50% of all shares, net of taxes, received from the settlement of restricted stock or restricted stock units during such five-year period or until his or her minimum ownership requirements are met. 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 employees 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.

  112. Tax Deductibility of Compensation

    Tax Deductibility of Compensation 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.

  113. Summary Compensation Table

    Summary Compensation Table The following table presents certain summary information for the fiscal years ended December 31, 2023, 2022 and 2021 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, 2023. We refer to these officers collectively as our named executive officers.

  114. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Jeffrey A. Stoops Former President and Chief Executive Officer | 2023 | 1,110,000 | 8,148,621 | 1,984,347 | 18,064(4) | 11,261,032 | | | 2022 | 1,065,000 | 9,901,690 | 2,350,000 | 18,064 | 13,334,754 | | | 2021 | 1,030,000 | 7,172,549 | 1,776,750 | 15,880 | 9,995,179 | | Brendan T. Cavanagh Former Executive Vice President and Chief Financial Officer | 2023 | 725,000 | 3,395,259 | 864,200 | 25,468(4) | 5,009,927 | | | 2022 | 680,000 | 3,857,585 | 986,680 | 25,468 | 5,549,733 | | | 2021 | 654,000 | 2,744,822 | 740,590 | 21,592 | 4,161,004 | | Jason V. Silberstein Executive Vice President - Site Leasing | 2023 | 590,000 | 2,431,115 | 597,080 | 18,436(4) | 3,636,631 | | | 2022 | 565,000 | 2,935,772 | 842,415 | 18,436 | 4,361,623 | | | 2021 | 541,000 | 2,107,530 | 731,432 | 16,204 | 3,396,166 | | Mark R. Ciarfella Executive Vice President - U.S. Operations | | | | | | | | | 2023 | 480,000 | 1,679,224 | 524,160 | 20,908(4) | 2,704,292 | | Richard M. Cane Executive Vice President and President - International | | | | | | | | | 2023 | 470,000 | 1,629,881 | 550,840 | 18,064(4) | 2,668,785 |

  115. Summary Compensation Table

    | (1) The amounts in this column 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, refer to Note 13 to our financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 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 52. |

  116. Summary Compensation Table

    | (2) This amount includes the aggregate grant date fair value of (i) time-based RSUs, and (ii) Performance RSUs granted in 2023. 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 Performance RSUs are earned based on AFFO per share and relative TSR. |

  117. Summary Compensation Table

    | NEO | Time-based RSUs ($) | TSR PSUs ($)(a) | AFFO PSUs ($)(b) | | Jeffrey A. Stoops | 2,665,193 | 2,818,236 | 2,665,193 | | Brendan T. Cavanagh | 1,110,497 | 1,174,265 | 1,110,497 | | Jason V. Silberstein | 795,152 | 840,812 | 795,152 | | Mark R. Ciarfella | 549,228 | 580,767 | 549,228 | | Richard M. Cane | 533,090 | 563,701 | 533,090 |

  118. Summary Compensation Table

    | (a) The grant date fair value of $270.88 per PSU for the Relative TSR portion of the PSU award was determined using a Monte Carlo simulation model. The value was determined using the historical stock price volatilities of the Company and the companies in our comparator group over the most recent 2.9-year period assuming dividends for each company are reinvested on a continuous basis and a risk-free rate of interest of 4.6% and that dividends declared on vested shares are received over the vesting period. |

  119. Summary Compensation Table

    | (b) The grant date fair value of $256.17 for the AFFO portions of the awards is based on the closing price of our Class A common stock on the business day prior to the grant date. |

  120. Summary Compensation Table

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  121. Summary Compensation Table

    | If we assume that the highest level of performance conditions will be achieved with respect to the PSUs (and thus the maximum number of shares will be issued under the PSUs), using the fair value of our Class A common stock on the business day prior to the grant date for such shares, the 2023 fiscal year Performance RSUs would be as follows: $10,966,856, $4,569,524, $3,271,926, $2,259,990 and $2,193,582, for Messrs. Stoops, Cavanagh, Silberstein, Ciarfella, and Cane, respectively. |

  122. Summary Compensation Table

    | (3) The amounts reported in this column reflect compensation earned for 2023, 2022 and 2021 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. |

  123. Summary Compensation Table

    | (4) These amounts include (a) premiums paid by SBA pursuant to our supplemental medical insurance program of $14,064 for Messrs. Stoops and Cane, $21,468 for Mr. Cavanagh, $14,436 for Mr. Silberstein and $16,908 for Mr. Ciarfella and (b) company matching contributions of $4,000 to each such named executive officer’s 401(k) plan. In addition, our NEOs are permitted from time to time to use our fractional interest corporate aircraft for personal use when not already committed to business use, upon reimbursement of all incremental costs to the Company. |

  124. Summary Compensation Table

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  125. 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 2023 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 units granted; and (4) the grant date fair value of the time-based and performance-based restricted stock unit grants calculated in accordance with FASB ASC Topic 718. The time-based and performance-based restricted stock unit awards were granted under SBA’s 2021 Performance and Equity Incentive Plan, which is discussed in greater detail in this proxy statement under the caption “Compensation Discussion and Analysis.”

  126. Grants of Plan-Based Awards

    | 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 | $832,500 | $1,665,000 | 3/6/2023 | 5,202 | 10,404 | 20,808 | | $2,665,193 | | | | | 3/6/2023 | 5,202 | 10,404 | 20,808 | | 2,818,236 | | | | | 3/6/2023 | | | | 10,404 | 2,665,193 | | Brendan T. Cavanagh | 362,500 | 725,000 | 3/6/2023 | 2,168 | 4,335 | 8,670 | | 1,110,497 | | | | | 3/6/2023 | 2,168 | 4,335 | 8,670 | | 1,174,265 | | | | | 3/6/2023 | | | | 4,335 | 1,110,497 | | Jason V. Silberstein | 295,000 | 590,000 | 3/6/2023 | 1,552 | 3,104 | 6,208 | | 795,152 | | | | | 3/6/2023 | 1,552 | 3,104 | 6,208 | | 840,812 | | | | | 3/6/2023 | | | | 3,104 | 795,152 | | Mark R. Ciarfella | 240,000 | 480,000 | 3/6/2023 | 1,072 | 2,144 | 4,288 | | 549,228 | | | | | 3/6/2023 | 1,072 | 2,144 | 4,288 | | 580,767 | | | | | 3/6/2023 | | | | 2,144 | 549,228 | | Richard M. Cane | 235,000 | 470,000 | 3/6/2023 | 1,041 | 2,081 | 4,162 | | 533,090 | | | | | 3/6/2023 | 1,041 | 2,081 | 4,162 | | 563,701 | | | | | 3/6/2023 | | | | 2,081 | 533,090 |

  127. Grants of Plan-Based Awards

    | (1) The amounts in these columns reflect potential payments of annual cash incentive compensation based on 2023 performance. The 2023 annual cash incentive payments were made in March 2024. 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. |

  128. Grants of Plan-Based Awards

    | (2) As described in the CD&A section on page 38, each performance metric in the annual incentive compensation program has a minimum, budget, stretch and maximum level, entitling the officer to 50%, 75%, 100% or 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 bonus target if SBA and the individual met each of the performance metrics at the stretch level. |

  129. Grants of Plan-Based Awards

    | (3) This column represents the number of Performance RSUs granted in 2023 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 52 of the CD&A section for additional information. |

  130. Grants of Plan-Based Awards

    | (4) This column represents the number of Time RSUs granted in 2023 to the named executive officers. These restricted stock units vest in three equal annual installments, beginning on March 6, 2024, the first anniversary of the grant date. |

  131. Grants of Plan-Based Awards

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  132. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  133. 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, 2023. Each stock option and restricted stock unit grant is shown separately for each named executive officer.

  134. Outstanding Equity Awards at Fiscal Year-End

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | | Name | Equity Award Grant Date | Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Award Type | Number of Shares or Units of Stock that have not Vested ($)(4) | Market Value of Shares or Units of Stock that have not Vested ($)(4) | Equity Incentive Plan Awards | | | | | | | | | | | Number of Unearned Shares, Units or Other Rights that have not vested (#)(4) | Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)(4) | | | | Exercisable (#) | | | | | | | | | Jeffrey A. Stoops | 3/6/18 | 137,601 | 156.50 | 3/6/25 | | — | — | — | — | | | 3/6/19 | 149,446 | 182.30 | 3/6/26 | | — | — | — | — | | | 3/4/21 | — | — | — | RSU(1) | 3,373 | 855,696 | — | — | | | 3/4/21 | — | — | — | PSU1(2) | — | — | 20,236 | 5,133,671 | | | 3/4/21 | — | — | — | PSU2(3) | — | — | 10,118 | 2,566,835 | | | 3/4/22 | — | — | — | RSU(1) | 5,930 | 1,504,382 | — | — | | | 3/4/22 | — | — | — | PSU1(2) | — | — | 17,788 | 4,512,638 | | | 3/4/22 | — | — | — | PSU2(3) | — | — | 8,894 | 2,256,319 | | | 3/6/23 | — | — | — | RSU(1) | 10,404 | 2,639,391 | — | — | | | 3/6/23 | — | — | — | PSU1(2) | — | — | 20,808 | 5,278,782 | | | 3/6/23 | — | — | — | PSU2(3) | — | — | 10,404 | 2,639,391 | | | | 287,047 | | | | 19,707 | 4,999,469 | 88,248 | 22,387,635 | | Brendan T. Cavanagh | 3/6/18 | 50,212 | 156.50 | 3/6/25 | | — | — | — | — | | | 3/6/19 | 55,741 | 182.30 | 3/6/26 | | — | — | — | — | | | 3/4/21 | — | — | — | RSU(1) | 1,291 | 327,514 | — | — | | | 3/4/21 | — | — | — | PSU1(2) | — | — | 7,744 | 1,964,575 | | | 3/4/21 | — | — | — | PSU2(3) | — | — | 3,872 | 982,288 | | | 3/4/22 | — | — | — | RSU(1) | 2,310 | 586,024 | — | — | | | 3/4/22 | — | — | — | PSU1(2) | — | — | 6,930 | 1,758,072 | | | 3/4/22 | — | — | — | PSU2(3) | — | — | 3,465 | 879,036 | | | 3/6/23 | — | — | — | RSU(1) | 4,335 | 1,099,746 | | | | | 3/6/23 | — | — | — | PSU1(2) | — | — | 8,670 | 2,199,492 | | | 3/6/23 | — | — | — | PSU2(3) | — | — | 4,335 | 1,099,746 | | | | 105,953 | | | | 7,936 | 2,013,284 | 35,016 | 8,883,209 | | Jason V. Silberstein | 3/6/17 | 16,465 | 115.17 | 3/6/24 | | — | — | — | — | | | 3/6/18 | 39,918 | 156.50 | 3/6/25 | | — | — | — | — | | | 3/6/19 | 44,592 | 182.30 | 3/6/26 | | — | — | — | — | | | 3/4/21 | — | — | — | RSU(1) | 991 | 251,407 | — | — | | | 3/4/21 | — | — | — | PSU1(2) | — | — | 5,946 | 1,508,441 | | | 3/4/21 | — | — | — | PSU2(3) | — | — | 2,973 | 754,220 | | | 3/4/22 | — | — | — | RSU(1) | 1,758 | 445,987 | — | — | | | 3/4/22 | — | — | — | PSU1(2) | — | — | 5,274 | 1,337,961 | | | 3/4/22 | — | — | — | PSU2(3) | — | — | 2,637 | 668,981 | | | 3/6/23 | — | — | — | RSU(1) | 3,104 | 787,454 | — | | | | 3/6/23 | — | — | — | PSU1(2) | — | — | 6,208 | 1,574,908 | | | 3/6/23 | — | — | — | PSU2(3) | — | — | 3,104 | 787,454 | | | | 100,975 | | | | 5,853 | 1,484,848 | 26,142 | 6,631,964 | | Mark R. Ciarfella | 3/6/19 | 3,545 | 182.30 | 3/6/26 | | — | — | — | — | | | 3/4/21 | — | — | — | RSU(1) | 677 | 171,748 | — | — | | | 3/4/21 | — | — | — | PSU1(2) | — | — | 4,060 | 1,029,981 | | | 3/4/21 | — | — | — | PSU2(3) | — | — | 2,030 | 514,991 | | | 3/4/22 | — | — | — | RSU(1) | 1,221 | 309,755 | — | — | | | 3/4/22 | — | — | — | PSU1(2) | — | — | 3,662 | 929,013 | | | 3/4/22 | — | — | — | PSU2(3) | — | — | 1,831 | 464,506 | | | 3/6/23 | — | — | — | RSU(1) | 2,144 | 543,911 | — | — | | | 3/6/23 | — | — | — | PSU1(2) | — | — | 4,288 | 1,087,823 | | | 3/6/23 | — | — | — | PSU2(3) | — | — | 2,144 | 543,911 | | | | 3,545 | | | | 4,042 | 1,025,415 | 18,015 | 4,570,225 | | Richard M. Cane | 3/4/21 | — | — | — | RSU(1) | 198 | 50,231 | — | — | | | 3/4/21 | — | — | — | PSU1(2) | — | — | 1,186 | 300,876 | | | 3/4/21 | — | — | — | PSU2(3) | — | — | 593 | 150,438 | | | 3/4/22 | — | — | — | RSU(1) | 380 | 96,402 | — | — | | | 3/4/22 | — | — | — | PSU1(2) | — | — | 1,138 | 288,699 | | | 3/4/22 | — | — | — | PSU2(3) | — | — | 569 | 144,350 | | | 3/6/23 | — | — | — | RSU(1) | 2,081 | 527,929 | — | — | | | 3/6/23 | — | — | — | PSU1(2) | — | — | 4,162 | 1,055,858 | | | 3/6/23 | — | — | — | PSU2(3) | — | — | 2,081 | 527,929 | | | | — | | | | 2,659 | 674,562 | 9,729 | 2,468,150 |

  135. Outstanding Equity Awards at Fiscal Year-End

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  136. Outstanding Equity Awards at Fiscal Year-End

    | (1) Time RSUs that vest in three equal annual installments on the anniversary of the grant date. |

  137. Outstanding Equity Awards at Fiscal Year-End

    | (2) Performance RSUs that are earned and vest based on SBA’s cumulative AFFO over the 3-year performance period. |

  138. Outstanding Equity Awards at Fiscal Year-End

    | (3) Performance RSUs that are earned and vest based on SBA’s relative TSR performance over the 3-year performance period. |

  139. Outstanding Equity Awards at Fiscal Year-End

    | (4) The number of units and the market value is reflected (i) at target for (A) the Time RSUs and (B) the Performance RSUs based on SBA’s relative TSR performance and (ii) at maximum performance level for the Performance RSUs based on SBA’s cumulative AFFO. The market value of the Time RSUs and the Performance RSUs is calculated by multiplying the closing price of SBA’s Class A common stock on December 29, 2023 ($253.69) by the number of units. |

  140. 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, 2023 for each of the named executive officers.

  141. Option Exercises and Stock Vested

    | | 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 | — | — | 41,652 | $10,763,679 | | Brendan T. Cavanagh | — | — | 15,677 | 4,051,382 | | Jason V. Silberstein | 16,465 | 2,309,612 | 12,457 | 3,219,064 | | Mark R. Ciarfella | 5,000 | 313,731 | 8,367 | 2,162,189 | | Richard M. Cane | — | — | 2,104 | 543,555 |

  142. Option Exercises and Stock Vested

    | (1) These columns reflect restricted stock units previously awarded to the named executive officers that vested during 2023. |

  143. Option Exercises and Stock Vested

    | (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. |

  144. Option Exercises and Stock Vested

    | (3) Of these amounts, shares were withheld by us to cover tax withholding obligations as follows: Mr. Stoops, 15,500 shares; Mr. Cavanagh, 5,597 shares; Mr. Silberstein, 4,334 shares; Mr. Ciarfella, 2,666 shares; and Mr. Cane, 534 shares. |

  145. Option Exercises and Stock Vested

    | (4) Calculated based on the closing price of SBA Class A common stock on the business day prior to the applicable vesting dates. |

  146. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control

  147. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “Compensation Actually Paid” (or “CAP”), as defined by SEC rules, and certain of our financial performance metrics. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  148. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs | | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | AFFO per Share | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | (a) | (b) | | (c) | (d) | | (e) | (f) | (g) | (h) | (i) | | 2023 | $11,261,032 | | 7,851,613 | $3,504,909 | | 2,695,520 | $109.31 | $100.41 | $501,812 | $13.08 | | 2022 | $13,334,754 | ($ | 4,794,761) | $5,207,307 | ($ | 1,385,547) | $119.01 | $100.87 | $461,429 | $12.25 | | 2021 | $9,995,179 | | 32,023,793 | $3,949,044 | | 11,961,853 | $163.70 | $140.99 | $237,624 | $10.74 | | 2020 | $12,819,044 | | 26,154,495 | $4,956,287 | | 9,750,582 | $117.81 | $105.39 | $24,104 | $9.43 |

  149. Pay Versus Performance

    Column (b) . Reflects compensation amounts reported in the “Summary Compensation Table” or “SCT” for our former CEO, Jeffrey A. Stoops, for the respective years shown. Column (c) . CAP for our former CEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our former CEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the former CEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.

  150. Pay Versus Performance

    | Year | 2020 | 2021 | 2022 | 2023 | | CEO | Mr. Stoops | Mr. Stoops | Mr. Stoops | Mr. Stoops | | SCT Total Compensation ($) | 12,819,044 | 9,995,179 | 13,334,754 | 11,261,032 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($) | (10,198,671) | (7,172,549) | (9,901,690) | (8,148,621) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | 9,276,084 | 13,925,505 | 7,855,626 | 7,606,781 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 6,726,551 | 20,039,610 | (11,218,937) | (1,005,888) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 7,531,487 | (4,763,952) | (4,864,514) | (1,656,336) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | (205,355) | | Compensation Actually Paid ($) | 26,154,495 | 32,023,793 | (4,794,761) | 7,851,613 |

  151. Pay Versus Performance

    Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal

  152. Pay Versus Performance

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | | | | | ● | | |

  153. Pay Versus Performance

    date. For options awards, updated market input assumptions (stock price, risk free interest rate, volatility, expected term and future dividend yield expectations) have been used to determine the fair values of outstanding awards as of the identified vesting dates and the relevant fiscal year-end dates using the Black-Scholes option pricing model. Column (d) . The following non-CEO named executive officers are included in the average figures shown for 2022, 2021 and 2020: Brendan T. Cavanagh, Kurt L. Bagwell, Thomas P. Hunt and Jason V. Silberstein and for 2023: Brendan T. Cavanagh, Jason V. Silberstein, Mark R. Ciarfella, and Richard M. Cane. Column (e) . Average CAP for our non-CEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the non-CEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.

  154. Pay Versus Performance

    | Year | 2020 | 2021 | 2022 | 2023 | | Non-CEO NEOs | See column (d) note | See column (d) note | See column (d) note | See column (d) note | | SCT Total Compensation ($) | 4,956,287 | 3,949,044 | 5,207,307 | 3,504,909 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($) | (3,734,188) | (2,585,499) | (3,598,186) | (2,283,870) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | 3,396,388 | 5,019,747 | 2,854,664 | 2,132,004 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 2,427,861 | 7,293,395 | (4,086,208) | (233,781) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 2,704,234 | (1,714,834) | (1,763,124) | (376,014) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | (47,728) | | Compensation Actually Paid ($) | 9,750,582 | 11,961,853 | (1,385,547) | 2,695,520 |

  155. Pay Versus Performance

    Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date. For options awards, updated market input assumptions (stock price, risk free interest rate, volatility, expected term and future dividend yield expectations) have been used to determine the fair values of outstanding awards as of the identified vesting dates and the relevant fiscal year-end dates using the Black-Scholes option pricing model. Column (f) . For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of SBA for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. Column (g ). For the relevant fiscal year, represents the cumulative TSR of our Large Public Tower Company Peer Group for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. The Large Public Tower Company Peer Group for each of 2023, 2022, 2021 and 2020 consisted of the following companies: American Tower Corporation and Crown Castle International Corp. Column (h) . Reflects “Net Income” in our consolidated income statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. Column (i) . Company-selected Measure is AFFO per Share, which is described below.

  156. Pay Versus Performance

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | | | | | ● | | |

  157. Pay Versus Performance

    Relationship between Pay and Performance . The graphs below reflect (1) the relationship of CAP to our former CEO and other NEOs in 2020, 2021, 2022 and 2023 as compared to SBA’s TSR, our net income, and our AFFO per share, and (2) SBA’s one- year, two-year and three-year TSR as compared to the one-year, two-year and three-year TSR of its Large Public Tower Company Peer Group. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the tables above based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. In 2022, CAP for both our former CEO and the average of other NEOs is a negative number, reflecting the impact of the change in our stock price between December 31, 2021 and December 31, 2022 because of the significant portion of our executives’ compensation tied to equity with fair values based in part on stock price. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.

  158. Pay Versus Performance

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | | | | | ● | | |

  159. Pay Versus Performance

    Listed below are the financial and non-financial performance measures which in our assessment represent the most important financial performance measures we used for 2023 to link CAP to our named executive officers to company performance.

  160. Pay Versus Performance

    | Measure | Nature | Explanation | | AFFO per Share | Financial measure | Non-GAAP financial measure calculated as AFFO (Adjusted Funds From Operations) divided by the weighted number of shares outstanding, adjusted to include the dilutive effect of stock options and restricted stock units. AFFO is defined as net income (loss) plus real estate related depreciation, amortization and accretion, asset impairment and decommission costs, and adjustments for unconsolidated joint ventures, adjusted to remove the impact of non-cash straight-line leasing revenue, non-cash straight-line ground lease expense, non-cash compensation, changes in the non-cash portion of our reported tax position, non-real estate related depreciation, amortization and accretion, amortization of deferred financing costs and debt discounts, loss from extinguishment of debt, net, other (income) and expense, acquisition and new business initiatives related adjustments and expenses, non-discretionary cash capital expenditures, and adjustments for unconsolidated joint ventures. AFFO per Share is calculated on a constant currency basis utilizing exchange rates utilizing the budgeted exchange rates and exclude the impact of non-core income and expenses. | | Annualized Adjusted EBITDA | Financial measure | Non-GAAP financial measure calculated as Adjusted EBITDA minus annual tower cash flow, plus four times tower cash flow for the fourth quarter. Adjusted EBITDA is defined as net income (loss) excluding the impact of interest expense, interest income, provision for or benefit from taxes, depreciation, accretion and amortization, asset impairment and decommission costs, non-cash compensation, loss from extinguishment of debt, net, other (income) and expense, acquisition and new business initiatives related adjustments and expenses, non-cash straight-line leasing revenue, and non-cash straight-line ground lease expense. Adjusted EBITDA excludes acquisition related costs which, pursuant to the adoption of new business combination accounting guidance, are expensed and included within operating expenses. Annualized Adjusted EBITDA is calculated on a constant currency basis utilizing the budgeted exchange rates and exclude the impact of non-core income and expenses. | | Relative TSR | Financial measure | SBA’s TSR performance against the S&P 500 over a three-year period. |

  161. Pay Versus Performance

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | | | | | ● | | |

  162. 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 former CEO, Jeffrey A. Stoops. We selected December 31, 2023, the last day of our fiscal year, as the determination date for identifying the median employee. As of December 31, 2023, our employee population consisted of approximately 1,787 individuals, of which approximately 1,143 are located in the United States and approximately 644 are located outside the United States. Outside of the United States, we own and operate towers in South America, Central America, Canada, South Africa, the Philippines, and Tanzania. To identify the median employee, we calculated the amount of annual total cash compensation plus stock bonus awards paid to all of our employees (other than our former CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. We calculated the 2023 total annual compensation of such 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 $69,257. Utilizing the same executive compensation rules, and consistent with the amount reported in the “Total” Column of our 2023 Summary Compensation Table in the Executive Compensation section above for our former CEO, the annual total compensation of our former CEO was $11,261,032. The resulting ratio of the annual total compensation of our former CEO to the annual total compensation of the median employee was 163 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.

  163. CEO Pay Ratio

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | | | | | | ● | |