Independent
Tenure on this board
37.4 yrs
3 nominees · 3 ballot items.
Three proposals: (1) Elect three directors (Steven E. Bernstein, Laurie Bowen, Amy E. Wilson) for three-year terms; (2) Approve, on an advisory basis, the compensation of the named executive officers (Say-on-Pay); and (3) Ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026.
Elect Steven E. Bernstein, Laurie Bowen, and Amy E. Wilson as Class III directors, each to serve a three-year term expiring at the 2029 Annual Meeting.
Non-binding, advisory proposal to approve the compensation of the company's named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative.
This management proposal asks shareholders to cast a non‑binding advisory vote approving the company’s 2025 named executive officer compensation as disclosed in the proxy. Management seeks shareholder approval to validate its pay practices, which it describes as strongly performance‑based (91% of the CEO’s target pay for 2025 was performance‑ or equity‑based) and designed to align executives with long‑term shareholder value through metrics such as AFFO per share, relative TSR and ROIC for performance RSUs and Adjusted EBITDA and Site Leasing Revenue for annual incentives. The Board emphasizes robust governance features — independent compensation committee, independent compensation consultant, clawback policies, double‑trigger change‑in‑control protections, stock ownership guidelines and no hedging — as rationale for recommending a FOR vote. The proposal is advisory and non‑binding, but the Board and Compensation Committee commit to reviewing the vote outcome and considering it in future decisions. Context includes strong shareholder engagement and historical high support (95% in 2025) and recent compensation program adjustments responsive to shareholder feedback (e.g., metric changes and weighting). Key controversies for an analyst to consider include the heavy weighting of equity and performance metrics which ties pay tightly to stock performance (which can be volatile for tower REITs), the use of subjective components (25% of annual bonus) that give the Committee discretion, and the treatment of performance metric adjustments (e.g., excluding certain markets from targets). The proposal’s materiality is elevated by the company’s recent transactions (Millicom acquisition and market exits), capital allocation actions (dividend growth and repurchases), and the CEO’s amended employment agreement, all of which affect pay‑for‑performance assessment. For a sophisticated evaluator, the merits hinge on whether the disclosed metrics and governance mitigants sufficiently constrain excessive risk‑taking while rewarding execution on long‑term strategic targets, and whether shareholder engagement mechanisms provide adequate accountability given the substantial equity‑linked pay.
Ratify the Audit Committee’s appointment of Ernst & Young LLP to serve as SBA’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 11.39% | 12,080,284 | $2.1B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.15% | 9,706,096 | $1.7B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 6,924,961 | $1.2B |
| 4 | STATE STREET CORP | 4.68% | 4,961,564 | $854M |
| 5 | BlackRock, Inc. | 3.76% | 3,990,530 | $687M |
| 6 | BlackRock, Inc. | 3.01% | 3,196,166 | $550M |
| 7 | JPMORGAN CHASE CO | 2.97% | 3,150,579 | $535M |
| 8 | COHEN STEERS, INC. | 2.95% | 3,133,241 | $539M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.64% | 2,801,435 | $480M |
| 10 | DIAMOND HILL CAPITAL MANAGEMENT INC | 1.82% | 1,934,471 | $333M |
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