SBA COMMUNICATIONS CORP
For the period ended May 23, 2025. Filed Apr 7, 2025.
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May 23, 2025 · Filed Apr 7, 2025
Contents
Evaluating Compensation Program Design and Relative Competitive Position
At the beginning of the executive compensation setting process each year, the Compensation Committee considers the results of the prior year advisory vote on oursay-on-pay proposal and the results of shareholder engagement, including the outreach discussed earlier on page 28. In addition, the Compensation Committee, in consultation with its independent compensation consultant, FW Cook, assesses the executive compensation program design and its relative competitive position by (i) reviewing the continued suitability of the current companies within the peer group and (ii) identifying potential candidates for addition to the peer group, based on US-based public companies in related industries that fall within 1/3x-3x SBA’s size relative to the identified measures.
The Compensation Committee strives to select companies that are of similar size (based on revenues, EBITDA/FFO, market capitalization and enterprise value), operate in similar business areas (i.e., companies that are either in the communications industry or REIT industry) and compete for the same talent. While the Compensation Committee 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, 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.
2024 Peer Group. Inmid-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, while maintaining the remaining peer companies used in 2023 for the 2024 compensation setting process.
SBA Communications Corporation | 2025 Proxy Statement 39
| Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | OtherMatters |
|---|---|---|---|---|---|---|---|---|---|---|
| ● | ||||||||||
The table below sets forth the companies included within the 2024 Peer Group.
| 2024 Peer Group | |
|---|---|
| American Tower Corporation AvalonBay Communities, Inc. Camden Property Trust Crown Castle, Inc. Digital Realty Trust, Inc. 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 Realty Income Uniti Group Inc. Ventas, Inc. Viasat, Inc. Welltower, Inc. |
The table below reflects SBA’s position compared to the 25th, median and 75th percentile of the 2024 Peer Group with respect to the four measures identified by the Compensation Committee.
| For the four quarters endedJune 30, 2023 · As of Sept. 30, 2023 | ||||
|---|---|---|---|---|
| Company | Revenue | FFO(1) | Market Cap | Ent. Value |
| 75th Percentile | $5,469 | $2,286 | $40,557 | $57,843 |
| Median | 3,253 | 1,423 | 23,306 | 31,585 |
| 25th Percentile | 2,076 | 818 | 10,085 | 16,412 |
| SBA Communications Corporation | $2,716 | $1,306 | $21,965 | $36,442 |
| — Percentile Rank | 37th | 46th | 47th | 58th |
Data Source: S&P’s Capital IQ ($M)
| (1) | Excludes Viasat as it does not report FFO. |
Once the 2024 Peer Group had been selected, the Compensation Committee began the 2024 executive compensation setting process by reviewing historical compensation data and estimated 2024 target compensation levels of the 2024 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 2024 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 2024 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 2024 Peer Group.
The Compensation Committee seeks to set base salaries and target total cash compensation at approximately the median of the 2024 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
40 SBA Communications Corporation | 2025 Proxy Statement
| Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Security Ownership | Proposal 2 | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | OtherMatters |
|---|---|---|---|---|---|---|---|---|---|---|
| ● | ||||||||||
executive, which may be above or below the median of the 2024 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.
2025 Peer Group. Inmid-2024, 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 maintaining the peer companies used in 2024 for the 2025 compensation setting purpose.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.