Sba Communications Corp DEF 14A, filed Apr 9, 2026

About this DEF 14A

Sba Communications Corp (SBAC)

DEF 14A 2026-04-09 For: 2026-05-22

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Added on June 12, 2026

2025 Shareholder Engagement

Our Shareholder Engagement Efforts

We believe that shareholder engagement remains a key driver of our continued success. Through our engagement, we solicit shareholder views on matters including business strategy, corporate governance, executive compensation, environmental and social initiatives and other important topics. Our proactive shareholder engagement program is led by representatives of management and our Board. During 2025, we reached out to our top 20 shareholders, representing approximately 64% of the common stock outstanding at the time of such request, and held engagement calls with shareholders representing nearly 27% of our outstanding common stock.

Topics Discussed

> Business Strategy

> Capital Allocation Priorities

> Continued Alignment between Executive Compensation and performance

> Board Risk Oversight

> Talent Management and Succession Planning

> Board Skills and Development

> Governance and Sustainability Matters

> Use of Artificial Intelligence

> Board Composition

> Climate Risks and Mitigation

SBA Participants in Engagements

> Members of the Board, including the Lead Independent Director and Chair of the NCG Committee

> Members of our senior management

Sba Communications Corp filed this DEF 14A on April 9, 2026.

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ITEMS OF BUSINESS		BOARD RECOMMENDATION

1.	To elect three directors, Steven E. Bernstein, Laurie Bowen, and Amy E. Wilson, each for a three – year term expiring at the 2029 Annual Meeting of Shareholders.	“FOR” each Director Nominee

2.	To approve, on an advisory basis, the compensation of our named executive officers.	“FOR”

3.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2026 fiscal year	“FOR”


PROXY SUMMARY			1
PROPOSAL 1: ELECTION OF DIRECTORS.			9
Nominees for Director			12
Directors Continuing in Office			14
CORPORATE GOVERNANCE			19
Corporate Governance Guidelines			19
Board Leadership Structure			19
Lead Independent Director			20
Board Meetings			20
Board Committees			20
Board Independence			24
Board and Committee Self-Evaluation and Refreshment			24
Executive Succession Planning			25
Risk Management			26
Executive Compensation “No Fault” Recoupment or “Clawback” Policy			28
Code of Ethics and Code of Conduct			28
Related Party Transactions, Insider Trading and Anti-Hedging			29
Corporate Responsibility			30
Director Compensation			32
EXECUTIVE OFFICERS			34
EXECUTIVE COMPENSATION			37
Compensation Discussion and Analysis			37
Executive Compensation Tables and Narrative Disclosure			55
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			66
SECURITY OWNERSHIP			67
PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			69
OTHER COMPENSATION DISCLOSURES			72
Q&A ABOUT VOTING			77
OTHER MATTERS			81
APPENDIX A: GAAP TO NON-GAAP RECONCILIATIONS			A-1



1	Election of Directors The Board of Directors believes that each of the director nominees has the knowledge, experience, skills and background necessary to contribute to an effective and well-functioning Board.	FOR each Director Nominee	page 9


2	Advisory Vote on Executive Compensation SBA seeks a non-binding advisory vote from its shareholders to approve the compensation of the named executive officers, NEOs, as disclosed in this proxy statement. The Board values the opinions of our shareholders and will take into consideration the outcome of the advisory vote when considering future executive compensation decisions.	FOR	page 66


3	Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the 2026 Fiscal Year The Audit Committee has appointed Ernst & Young LLP to serve as our independent registered public accounting firm for the 2026 fiscal year, and this appointment is being submitted to our shareholders for ratification. The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as our independent auditor is in the best interests of the Company and its shareholders.	FOR	page 69



Name & Principal Occupation		Age	Director Since	Independent	Committee Memberships
	Jeffrey A. Stoops Non-Executive Board Chair and Former President & Chief Executive Officer SBA Communications Corporation	67	1999		None
	Brendan T. Cavanagh President & Chief Executive Officer SBA Communications Corporation	54	2024		None
	Kevin L. Beebe President & Chief Executive Officer 2B Partners, LLC	67	2009		Audit Compensation (Chair)
	Steven E. Bernstein Founder SBA Communications Corporation	65	1989		None
	Laurie Bowen Former Chief Executive Officer Telecom Italia Sparkle Americas	64	2023		Compensation NCG
	Mary S. Chan Former Chief Operating Officer—Nikola Corporation Managing Partner of VectolQ, LLC	63	2015		Compensation NCG
	Jay L. Johnson Chief Financial Officer, Executive Vice President & Treasurer Lamar Advertising Company	49	2022		Audit (Chair) NCG
	George R. Krouse, Jr. Retired Attorney Simpson Thacher & Bartlett LLP	80	2009		Audit NCG (Chair)
	Jack Langer Lead Independent Director of the Board Private Investor and Former Managing Director & Global Co-Head of the Media Group Lehman Brothers Inc.	77	2004		Audit Compensation
	Amy E. Wilson General Counsel and Corporate Secretary Dow Inc.	55	2023		Audit NCG



3 independent directors have been elected to the Board since 2022	Notable Skills of Most Recently Added Directors Include
		Global Perspective	Telecommunications/ Technology/AI
		Finance/Capital Allocation Experience	Public Board/ Corporate Governance


PROPOSAL 1: ELECTION OF DIRECTORS

Our Board, upon recommendation of our NCG Committee, has nominated Steven E. Bernstein, Laurie Bowen, and Amy E. Wilson to be elected to serve as Class III directors of the Board for a three-year term expiring at the 2029 Annual Meeting of Shareholders or until his successor is duly elected and qualified. Each of Mr. Bernstein, Ms. Bowen and Ms. Wilson has consented to serve if elected.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES.		✓


Board Role in Management of Risk: The Board is actively involved in the oversight and management of risks that could affect SBA. This oversight and management is conducted primarily through Committees, as disclosed below, but the full Board has retained responsibility for general oversight of risks. The NCG Committee is responsible for annually reviewing and delegating the risk oversight responsibilities of each Committee and ensuring that each Committee should be primarily responsible for that oversight.				Audit Committee Oversees risk management processes; management and effectiveness of accounting, auditing, external reporting, ethics, compliance and internal controls, cybersecurity and AI.

				Compensation Committee Oversees executive compensation and benefits policies, practices and disclosures.

				Nominating and Corporate Governance Committee Oversees director independence, Board refreshment and leadership succession planning and talent management, overall Board effectiveness, potential conflicts of interest and other governance, human capital management, sustainability and climate reporting and compliance matters.


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽¹⁾⁽²⁾		Total ($)

Jeffrey A. Stoops		$250,000	⁽³⁾		$228,143		$	478,143

Kevin L. Beebe		118,214	⁽⁴⁾		228,143			346,357

Steven E. Bernstein		100,000			228,143			328,143

Laurie Bowen		100,000			228,143			328,143

Mary S. Chan		100,000			228,143			328,143

Jay L. Johnson		130,000	⁽⁵⁾		228,143			358,143

George R. Krouse, Jr.		130,000	⁽⁶⁾		228,143			358,143

Jack Langer		151,071	⁽⁷⁾		228,143			379,214

Amy E. Wilson		100,000			228,143			328,143


Name	Aggregate Number of Restricted Stock Units Outstanding at December 31, 2025	Aggregate Number of Unexercised Stock Options Outstanding at December 31, 2025(b)

Jeffrey A. Stoops	25,874^(a)	149,446

Kevin L. Beebe	1,846	1,501

Steven E. Bernstein	1,846	1,501

Laurie Bowen	1,846	10,000

Mary S. Chan	1,846	1,501

Jay L. Johnson	1,846	10,000

George R. Krouse, Jr.	1,846	501

Jack Langer	1,846	1,501

Amy E. Wilson	1,846	10,000


Name	Age	Position

Executive Officers

Brendan T. Cavanagh	54	President and Chief Executive Officer

Marc Montagner	65	Executive Vice President and Chief Financial Officer

Richard M. Cane	61	Executive Vice President and President - International

Mark R. Ciarfella	60	Executive Vice President - U.S. Operations

Joshua M. Koenig	46	Executive Vice President, Chief Administrative Officer and General Counsel

Donald E. Day	48	Executive Vice President - Site Leasing

Key Employees

Martin Aljovin	47	Senior Vice President - International Finance Operations

Brian M. Allen	57	Senior Vice President - Site Leasing

Elvis T. Clemetson	52	Senior Vice President and Chief Information Officer

Michelle Eisner	64	Senior Vice President and Chief Human Resources Officer

Larry Harris	56	Senior Vice President - U.S. Business Development

Saul Kredi, CPA	57	Vice President and Chief Accounting Officer

Neil H. Seidman	59	Senior Vice President - Mergers and Acquisitions

Nichole Thomas	45	Senior Vice President - Services



		Executive Summary			38

		Compensation Philosophy and Objectives			41

		Compensation Setting Process			42

		Evaluating Relative Competitive Position			42

		Evaluating Company and NEO Performance			43

		Executive Compensation Design and 2025 Compensation Decisions			44

		Base Salary			45

		Annual Incentive Compensation			45

		Equity Based Compensation			48

		Other Benefits			51

		Other Compensation Practices			52



What We Do		What We Do Not Do

✓	Robust stock ownership guidelines - 6x base salary for CEO and 3x for other NEOs	×	Limited perquisites - All Other Compensation represented 0.3% of CEO’s 2025 Total Compensation

✓	Robust “clawback” policies	×	No acceleration of vesting of equity awards in connection with terminations, absent a change in control

✓	“Double trigger” change in control provisions in employment agreements/severance plans	×	No pledging of shares subject to stock ownership requirements

✓	All equity awards include a “double trigger” in a change in control for acceleration	×	No hedging of shares

✓	Reduced severance multiple for termination without cause not associated with change in control	×	No tax gross-ups on perquisites or change in control benefits

✓	Annual incentive bonus tied to performance metrics designed to deliver long-term growth and drive shareholder value	×	No pension or supplemental retirement plan benefits

✓	The majority of equity awards are performance-based over a three-year period; all equity awards have multi-year vesting	×	No repricing or buy-outs of stock options without shareholder approval

✓	Compensation Committee composed entirely of independent directors	×	No stock options granted below fair market value

✓	Independent compensation consultants report directly to Compensation Committee and provide no other services to Company	×	Equity plan does not permit liberal share recycling

✓	Comprehensive annual assessment of compensation risks	×	No liberal change of control definition in equity plan or employment agreements



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.

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.



	For the four quarters ended June 30, 2024				As of Sept. 30, 2024

Company	Revenue		FFO⁽¹⁾		Market Cap		Ent. Value

75th Percentile	$	5,626	$	2,568	$	57,344	$	80,883

Median		4,645		1,507		33,785		45,643

25th Percentile		2,350		884		15,411		23,619

SBA Communications Corporation	$	2,676	$	1,181	$	25,869	$	39,987

— Percentile Rank		30th		37th		36th		43rd


Component	Form	Philosophy
Base Salary	Cash	Provide a competitive fixed rate of pay recognizing different levels of responsibility, experience and contribution.
Annual Incentive Compensation	Cash	Reward for achieving critical annual financial and operational company-wide goals, as well as executive’s individual performance.
Performance Stock Units ➣ 60% of LTI for CEO ➣ 50% of LTI for Other NEOs	60% PSU – AFFO Per Share	Motivates and rewards achievement of AFFO Per Share over a three-year period, which we believe is the primary component for the long-term valuation of wireless communications tower companies.
	20% PSU – Relative TSR	Directly aligns executive and shareholder interests over a three-year period.
	20% PSU – ROIC	Motivates and rewards executives for the effective allocation of capital.
Restricted Stock Units ➣ 40% of LTI for CEO ➣ 50% of LTI for Other NEOs	RSUs with 3-year vest	Helps us retain our executives and other key employees and promotes stock ownership.

Health, Welfare and Retirement Programs		NEOs generally participate in the same benefit programs that are offered to other salaried employees. In addition, officers are provided supplemental medical insurance for which SBA pays the premiums. Our benefits are designed to provide market competitive benefits and contribute to a productive and successful work life that enhances results for SBA and its shareholders.


($ in millions)	Minimum* (50%)		Budget* (75%)		Target* (100%)		Maximum* (200%)		Actual⁽³⁾		% Earned
Adjusted EBITDA⁽¹⁾⁽²⁾	$	1,834	$	1,872	$	1,891	$	1,984	$	1,893		103.2	%
Site Leasing Revenue⁽²⁾	$	2,458	$	2,508	$	2,533	$	2,659	$	2,542		107.3	%


	Annual Bonus Target					Incentive Bonus Earned
Executive Officer	% of Base Salary			$		% of Target			$
Brendan T. Cavanagh		175	%	$	1,671,250		103.7	%	$	1,733,086
Marc Montagner		100	%	$	665,000		102.2	%	$	679,298
Mark R. Ciarfella		100	%	$	560,000		100.9	%	$	565,040
Richard M. Cane		100	%	$	560,000		103.4	%	$	579,040
Joshua M. Koenig		100	%	$	560,000		105.9	%	$	593,040


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.


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%


Officer	2025 Long-Term Incentive Target Value ($)⁽¹⁾		2025 Performance RSUs (#)⁽¹⁾						2025 Time RSUs (#)
Officer	2025 Long-Term Incentive Target Value ($)⁽¹⁾		AFFO		ROIC		Relative TSR		2025 Time RSUs (#)
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


Position		Multiple of Base Salary or Annual Retainer

CEO		6x Base Salary

Executive Vice Presidents		3x Base Salary

Other Officers		1x Base Salary

Director		5x Annual Retainer


Name and Principal Position	Year			Salary ($)		Stock Awards ($)⁽¹⁾⁽²⁾		Non-Equity Incentive Plan Compensation ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)

Brendan T. Cavanagh President and Chief Executive Officer		2025			955,000		8,640,313		1,733,086		30,316		11,358,715
		2024			920,000		6,589,999		1,284,435		23,068		8,817,502
		2023	⁽⁵⁾		725,000		3,395,259		864,200		25,468		5,009,927

Marc Montagner Executive Vice President and Chief Financial Officer		2025			665,000		3,358,239		679,298		23,831		4,726,368
		2024			640,000		2,744,457		579,840		18,225		3,982,522


Mark R. Ciarfella Executive Vice President - U.S. Operations		2025			560,000		2,630,314		565,040		29,440		3,784,794
		2024			520,000		2,107,016		471,120		22,432		3,120,568
		2023			480,000		1,679,224		524,160		20,908		2,704,292

Richard M. Cane Executive Vice President and President - International		2025			560,000		2,630,314		579,040		21,340		3,790,694
		2024			510,000		2,043,892		474,810		17,452		3,046,154
		2023			470,000		1,629,881		550,840		18,064		2,668,785

Joshua M. Koenig Executive Vice President, Chief Administrative Officer & General Counsel		2025			560,000		2,630,314		593,040		29,747		3,813,101
		2024			510,000		1,960,642		487,560		22,432		2,980,634


Name	Estimated Future Payouts Under Non- Equity Incentive Plan Awards⁽¹⁾								Award Type			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All other stock awards: Number of shares of stock or units (#)⁽³⁾		Grant date fair value of stock awards ($)
Name	Threshold ($)		Target ($)		Maximum ($)		Grant Date		Award Type			Threshold (#)		Target (#)		Maximum (#)				Grant date fair value of stock awards ($)
Brendan T. Cavanagh		835,625		1,671,250		3,342,500		3/6/2025		PSU1	⁽⁴⁾		6,755		13,510		27,020				2,955,177
								3/6/2025		PSU2	⁽⁵⁾		2,252		4,503		9,006				1,416,644
								3/6/2025		PSU3	⁽⁶⁾		2,252		4,503		9,006				984,986
								3/6/2025		RSU									15,011		3,283,506
Marc Montagner		332,500		665,000		1,330,000		3/6/2025		PSU1	⁽⁴⁾		2,206		4,412		8,824				965,081
								3/6/2025		PSU2	⁽⁵⁾		736		1,471		2,942				462,777
								3/6/2025		PSU3	⁽⁶⁾		736		1,471		2,942				321,767
								3/6/2025		RSU									7,354		1,608,614
Mark R. Ciarfella		280,000		560,000		1,120,000		3/6/2025		PSU1	⁽⁴⁾		1,728		3,456		6,912				755,965
								3/6/2025		PSU2	⁽⁵⁾		576		1,152		2,304				362,419
								3/6/2025		PSU3	⁽⁶⁾		576		1,152		2,304				251,988
								3/6/2025		RSU									5,760		1,259,942
Richard M. Cane		280,000		560,000		1,120,000		3/6/2025		PSU1	⁽⁴⁾		1,728		3,456		6,912				755,965
								3/6/2025		PSU2	⁽⁵⁾		576		1,152		2,304				362,419
								3/6/2025		PSU3	⁽⁶⁾		576		1,152		2,304				251,988
								3/6/2025		RSU									5,760		1,259,942
Joshua M. Koenig		280,000		560,000		1,120,000		3/6/2025		PSU1	⁽⁴⁾		1,728		3,456		6,912				755,965
								3/6/2025		PSU2	⁽⁵⁾		576		1,152		2,304				362,419
								3/6/2025		PSU3	⁽⁶⁾		576		1,152		2,304				251,988
								3/6/2025		RSU									5,760		1,259,942



	OPTION AWARDS⁽¹⁾								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 ($)⁽⁶⁾		Market Value of Shares or Units of Stock that have not Vested ($)⁽⁶⁾	Equity Incentive Plan Awards
			Securities Underlying Unexercised Options												Number of Unearned Shares, Units or Other Rights that have not vested (#)⁽⁶⁾	Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)⁽⁶⁾
			Exercisable (#)

Brendan T. Cavanagh		3/6/19		55,741		182.30		3/6/26					—	—	—	—
		3/6/23		—		—		—		RSU	⁽²⁾		1,445	279,506	—	—
		3/6/23		—		—		—		PSU1	⁽³⁾		—	—	8,670	1,677,038
		3/6/23		—		—		—		PSU2	⁽⁴⁾		—	—	2,168	419,356
		3/6/24		—		—		—		RSU	⁽²⁾		7,932	1,534,287	—	—
		3/6/24		—		—		—		PSU1	⁽³⁾		—	—	21,416	4,142,497
		3/6/24		—		—		—		PSU2	⁽⁴⁾		—	—	1,785	345,273
		3/6/24		—		—		—		PSU3	⁽⁵⁾		—	—	3,569	690,352
		3/6/25		—		—		—		RSU	⁽²⁾		15,011	2,903,578	—	—
		3/6/25		—		—		—		PSU1	⁽³⁾		—	—	27,020	5,226,479
		3/6/25		—		—		—		PSU2	⁽⁴⁾		—	—	2,252	435,604
		3/6/25		—		—		—		PSU3	⁽⁵⁾		—	—	4,503	871,015

				55,741									24,388	4,717,371	71,383	13,807,614

Marc Montagner		10/17/23		—		—		—		RSU	⁽²⁾		1,588	307,167	—	—
		3/6/24		—		—		—		RSU	⁽²⁾		4,144	801,574	—	—
		3/6/24		—		—		—		PSU1	⁽³⁾		—	—	7,458	1,442,601
		3/6/24		—		—		—		PSU2	⁽⁴⁾		—	—	622	120,313
		3/6/24		—		—		—		PSU3	⁽⁵⁾		—	—	1,243	240,433
		3/6/25		—		—		—		RSU	⁽²⁾		7,354	1,422,484
		3/6/25		—		—		—		PSU1	⁽³⁾		—	—	8,824	1,706,826
		3/6/25		—		—		—		PSU2	⁽⁴⁾		—	—	736	142,364
		3/6/25		—		—		—		PSU3	⁽⁵⁾		—	—	1,471	284,536

				—									13,086	2,531,225	20,354	3,937,073

Mark R. Ciarfella		3/6/23		—		—		—		RSU	⁽²⁾		715	138,302	—	—
		3/6/23		—		—		—		PSU1	⁽³⁾		—	—	4,288	829,428
		3/6/23		—		—		—		PSU2	⁽⁴⁾		—	—	1,072	207,357
		3/6/24		—		—		—		RSU	⁽²⁾		3,063	592,476	—	—
		3/6/24		—		—		—		PSU1	⁽³⁾		—	—	5,726	1,107,580
		3/6/24		—		—		—		PSU2	⁽⁴⁾		—	—	477	92,266
		3/6/24		—		—		—		PSU3	⁽⁵⁾		—	—	954	184,532
		3/6/25		—		—		—		RSU	⁽²⁾		5,545	1,072,569	—	—
		3/6/25		—		—		—		PSU1	⁽³⁾		—	—	6,912	1,336,988
		3/6/25		—		—		—		PSU2	⁽⁴⁾		—	—	576	111,416
		3/6/25		—		—		—		PSU3	⁽⁵⁾		—	—	1,152	222,831

				—									9,323	1,803,347	21,157	4,092,398

Richard M. Cane		3/6/23		—		—		—		RSU	⁽²⁾		694	134,240	—	—
		3/6/23		—		—		—		PSU1	⁽³⁾		—	—	4,162	805,056
		3/6/23		—		—		—		PSU2	⁽⁴⁾		—	—	1,041	201,361
		3/6/24		—		—		—		RSU	⁽²⁾		3,086	596,925	—	—
		3/6/24		—		—		—		PSU1	⁽³⁾		—	—	5,554	1,074,310
		3/6/24		—		—		—		PSU2	⁽⁴⁾		—	—	463	89,558
		3/6/24		—		—		—		PSU3	⁽⁵⁾		—	—	926	179,116
		3/6/25		—		—		—		RSU	⁽²⁾		5,760	1,114,157	—	—
		3/6/25		—		—		—		PSU1	⁽³⁾		—	—	6,912	1,336,988
		3/6/25		—		—		—		PSU2	⁽⁴⁾		—	—	576	111,416
		3/6/25		—		—		—		PSU3	⁽⁵⁾		—	—	1,152	222,831

				—									9,540	1,845,322	20,786	4,020,636


	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⁾

Brendan T. Cavanagh		50,212		2,403,146		13,496		2,983,385

Marc Montagner		—		—		3,659		769,910

Mark R. Ciarfella		—		—		6,733		1,482,115

Richard M. Cane		—		—		3,564		786,935

Joshua M. Koenig		2,724		130,371		3,643		804,548


Name and Type of Payment/Benefit	Termination for “good reason” or “without cause” not in connection with a Change in Control ($)		Termination for “good reason” or “without cause” in connection with a Change in Control ($)
Brendan T. Cavanagh
Base salary⁽¹⁾	$	1,910,000	$	2,865,000
Bonus⁽¹⁾		3,342,500		5,013,750
Pro Rata Bonus⁽²⁾		1,671,250		1,671,250
Value of accelerated equity awards⁽³⁾		—		14,201,631
Reference Benefits Value⁽⁴⁾		67,120		100,680

Total		6,990,870		23,852,311

Marc Montagner
Base salary	$	665,000	$	1,330,000
Bonus⁽⁵⁾		665,000		1,330,000
Pro Rata Bonus⁽²⁾		665,000		665,000
Value of accelerated equity awards⁽³⁾		—		5,155,877
Health/life insurance benefits		30,165		60,330

Total		2,025,165		8,541,207

Mark R. Ciarfella
Base salary	$	560,000	$	1,120,000
Bonus⁽⁵⁾		560,000		1,120,000
Pro Rata Bonus⁽²⁾		560,000		560,000
Value of accelerated equity awards⁽³⁾		—		4,669,787
Health/life insurance benefits		19,867		39,734

Total		1,699,867		7,509,521

Richard M. Cane
Base salary	$	560,000	$	1,120,000
Bonus⁽⁵⁾		560,000		1,120,000
Pro Rata Bonus⁽²⁾		560,000		560,000
Value of accelerated equity awards⁽³⁾		—		4,659,922
Health/life insurance benefits		14,060		28,120

Total		1,694,060		7,488,042

Joshua M. Koenig
Base salary	$	560,000	$	1,120,000
Bonus⁽⁵⁾		560,000		1,120,000
Pro Rata Bonus⁽²⁾		560,000		560,000
Value of accelerated equity awards⁽³⁾		—		4,546,572
Health/life insurance benefits		19,193		38,386

Total		1,699,193		7,384,958


PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

We provide our shareholders with the opportunity to cast an annual advisory vote on the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany those tables. At the 2026 Annual Meeting, we are asking our shareholders to approve, on an advisory basis, the 2025 compensation of our named executive officers as disclosed in this proxy statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS.		✓


Name	Number of Shares Beneficially Owned⁽¹⁾			Percent of Class A Common Stock

Jeffrey A. Stoops		514,247	⁽²⁾	*

Kevin L. Beebe		18,136	⁽³⁾	*

Steven E. Bernstein		69,950	⁽⁴⁾	*

Laurie Bowen		5,391	⁽⁵⁾	*

Mary S. Chan		8,120	⁽⁶⁾	*

Jay L. Johnson		9,991	⁽⁷⁾	*

George R. Krouse, Jr.		9,638	⁽⁸⁾	*

Jack Langer		21,158	⁽⁹⁾	*

Amy E. Wilson		5,696	⁽¹⁰⁾	*

Brendan T. Cavanagh		82,837	⁽¹¹⁾	*

Richard M. Cane		12,404		*

Mark R. Ciarfella		42,821	⁽¹²⁾	*

Joshua M. Koenig		10,726		*

Marc Montagner		6,069		*

All current directors and executive officers as a group (15 persons)		826,888	⁽¹³⁾	*

BlackRock, Inc.		10,119,014	⁽¹⁴⁾	9.5%

Dodge & Cox		11,517,226	⁽¹⁵⁾	10.9%

The Vanguard Group		17,279,798	⁽¹⁶⁾	16.3%


PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has appointed EY to continue to serve as our independent registered public accounting firm for the 2026 fiscal year. EY has served as our independent registered public accounting firm since 2002.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE 2026 FISCAL YEAR.		✓


Services Provided		2024			2025

Audit Fees⁽¹⁾	$		3,910,000	$		3,848,608

Audit-Related Fees			—			—

Tax Fees⁽²⁾			489,296			713,083

All Other Fees			—			—


Total	$		4,399,296	$		4,561,691


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
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				Total Shareholder Return		Peer Group Total Shareholder Return	Net Income (in thousands)		AFFO per Share

(a)		(b)		(c)			(d)		(e)			(f)		(g)		(h)		(i)
2025	$	11,358,715	$	10,743,291		$	4,028,739	$	3,903,892		$	73.54	$	82.60	$	1,053,632	$	12.85
2024	$	8,817,502	$	4,796,116		$	3,331,586	$	1,720,240		$	89.44	$	86.78	$	749,536	$	13.37
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


Measure	Nature	Explanation

AFFO per Share	Financial measure	Non-GAAP financial measure calculated as AFFO (Adjusted Funds From Operations) divided by the weighted-average number of common 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.

Adjusted EBITDA	Financial measure	Non-GAAP financial measure 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.

Relative TSR	Financial measure	SBA’s TSR performance against the S&P 500 over a three-year period.

ROIC	Financial measure	Non-GAAP financial measure calculated as Adjusted EBITDA minus cash taxes divided by the sum of (i) Gross Property and Equipment and (ii) Gross Intangibles.

Site Leasing Revenue	Financial Measure	Site Leasing Revenue is a GAAP financial measure. We use Site Leasing Revenue because it is a useful indicator of the performance of our site leasing operations which has consistently represented approximately 90% of our total revenue for the past five years.