SBA COMMUNICATIONS CORP
For the period ended May 22, 2026. Filed Apr 9, 2026.
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May 22, 2026 · Filed Apr 9, 2026
Contents
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.
48 SBA Communications Corporation | 2026 Proxy Statement
| Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | OtherMatters |
|---|---|---|---|---|---|---|---|---|---|---|
| ● | ||||||||||
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 2025, the Compensation Committee confirmed that it believed that performance based and time-based restricted stock units continued to be the most appropriate forms of equity award.
The Compensation Committee then evaluates the structure of the equity compensation program, including the division between time-based and performance-based equity and, with respect to the performance-based equity, the metrics upon which the equity would be earned. Consistent with the structure of the equity award in 2024, in 2025 the Compensation Committee decided that 60% of the equity award for our CEO would be granted in the form of three-year Performance RSUs and 40% in the form of Time RSUs, which vest over three years, and that for our other NEOs, 50% of the equity award would be in the form of three-year Performance RSUs and 50% in the form of Time RSUs, which vest over three years. The table below sets forth (1) each performance metric, (2) the percentage of Performance RSUs granted that will be earned based on such metric and (3) why the Compensation Committee believes that such performance metric further aligns the interests of the NEOs with those of the shareholders.
| Metric | % of Performance RSUs Granted | Business Rationale |
|---|---|---|
| AFFO Per Share | 60% | The Compensation Committee selected AFFO per share as the primary Performance RSU metric as it believes that AFFO per share is the fundamental metric that investors and analysts evaluate in establishing the long-term valuation of wireless communications tower companies and REITs such as SBA. |
| Relative TSR | 20% | 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. The Compensation Committee continued the use of the MSCI US REIT Index for 2025, based on considerations of the number of REITs, including a material number of companies in the 2025 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. |
| ROIC | 20% | The Compensation Committee selected average ROIC as the third Performance RSU metric as it believes that ROIC, which is used by one of our other public company peers, is an appropriate incentive focus for our executive management team, as a key responsibility of the team is the effective allocation of capital. |
SBA Communications Corporation | 2026 Proxy Statement 49
| Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | OtherMatters |
|---|---|---|---|---|---|---|---|---|---|---|
| ● | ||||||||||
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:
| AFFO Per Share RSUs | |
|---|---|
| Performance Level · Earned · * | |
| Threshold | 50% |
| Target | 100% |
| Maximum | 200% |
| ROIC RSUs | |
|---|---|
| Performance Level · Earned · * | |
| Threshold | 50% |
| Target | 100% |
| Maximum | 200% |
| Relative TSR RSUs | |
|---|---|
| Performance Level · Earned · * | |
| 25th Percentile | 50% |
| 50th Percentile | 100% |
| 75th Percentile | 200% |
- Information with respect to performance levels for the AFFO per share and our ROIC 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 and our ROIC 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 and our ROIC 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 the proportionate 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 atwo-month measurement period is appropriate because a longer reference period mitigates the potential short-term volatility of SBA’s stock price. For 2025, the derived price was $203.98.
2025 Long-Term Incentive Awards. For 2025, the amount of the LTI award to each of the NEOs was based on a market analysis provided by the Compensation Committee’s compensation consultant and their tenure with SBA. Based on these considerations, the Compensation Committee approved an increase in each of the NEOs LTI award and approved the following LTI Value, Performance RSU and Time RSU awards for our NEOs:
| Officer · 2025 Long-Term IncentiveTarget Value ($)(1) · 2025 Performance RSUs (#)(1) · 2025 Time RSUs (#) | |||||
|---|---|---|---|---|---|
| AFFO · ROIC · Relative TSR | |||||
| Brendan T. Cavanagh | $7,655,000 | 13,510 | 4,503 | 4,503 | 15,011 |
| Marc Montagner | $3,000,000 | 4,412 | 1,471 | 1,471 | 7,354 |
| Mark R. Ciarfella | $2,350,000 | 3,456 | 1,152 | 1,152 | 5,760 |
| Richard M. Cane | $2,350,000 | 3,456 | 1,152 | 1,152 | 5,760 |
| Joshua M. Koenig | $2,350,000 | 3,456 | 1,152 | 1,152 | 5,760 |
| (1) | Performance RSUs are awarded at target, but can be forfeited, earned partially or earned at up to 200% based on the AFFO and ROIC generated and the performance of our relative TSR, in each case over the three-year period. |
The Performance RSUs and the Time RSUs were granted on March 6, 2025, with the three-year performance period for the Performance RSUs commencing on January 1, 2025. 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
50 SBA Communications Corporation | 2026 Proxy Statement
| Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | OtherMatters |
|---|---|---|---|---|---|---|---|---|---|---|
| ● | ||||||||||
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.
Payout Under the 2023 Performance RSUs
In early 2025, the Compensation Committee evaluated the performance of SBA’s cumulative AFFO per share for the relevant three-year performance period against thepre-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, as a result, 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.
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