Sba Communications Corp 8-K, filed Sep 13, 2023
Sba Communications Corp (SBAC)
About this 8-K
Sba Communications Corp filed this 8-K on September 13, 2023, reporting on events of August 18, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) and (e)
On September 13, 2023, SBA Communications Corporation (the “Company”) announced that Marc Montagner has been appointed to serve as the Executive Vice President & Chief Financial Officer of the Company (the “CFO”) to succeed Mr. Brendan Cavanagh, effective January 1, 2024. Mr. Montagner’s appointment follows the previously announced CEO succession plan, pursuant to which Mr. Cavanagh, currently the Company’s Executive Vice President & Chief Financial Officer, will succeed Mr. Jeffrey Stoops as President and Chief Executive Officer, effective January 1, 2024. Mr. Montagner will commence his employment with the Company on October 17, 2023, as Executive Vice President - Finance prior to assuming the CFO position on January 1, 2024.
Mr. Montagner, 62, is a telecommunications and finance executive with 30 years of experience. Mr. Montagner has served on the board of directors of Cogent Communications Holdings, Inc., a publicly traded global internet service provider, since April 2010 and on the board of directors of Intelsat, a privately held satellite operator, since February 2022, where he also serves as the chair of the audit committee. Prior to joining the Company, Mr. Montagner served as the Chief Financial Officer at Cerence Inc. from April 2022 to May 2022 and as the Chief Financial Officer at Endurance International Group Holdings, Inc. from September 2015 to February 2021. Mr. Montagner previously served from 2009 through 2015 in various roles of increasing responsibility at LightSquared, Inc. including serving as its Chief Financial Officer from January 2012 until August 2015. On May 14, 2012, LightSquared filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Prior to 2009, Mr. Montagner served as a managing director at Bank of America Securities and Morgan Stanley and in various senior roles with wireless service providers, including as Senior Vice President, Corporate Development and M&A with Sprint Nextel Corporation and Nextel Communications from 2002 to 2006.
In connection with Mr. Montagner’s appointment, the Company entered into an Offer Letter (the “Offer Letter”) with respect to his employment on August 18, 2023. Pursuant to the Offer Letter, Mr. Montagner will receive: (i) a base salary of $640,000 annually, commencing on Mr. Montagner’s start date through December 31, 2024, after which time his salary may be subject to adjustment in the discretion of the Compensation Committee of the Company’s Board of Directors (the “Committee”); (ii) an annual bonus target opportunity of 100% of Mr. Montagner’s base salary beginning with the 2024 fiscal year after which time such target opportunity may be subject to adjustment in the discretion of the Committee; (iii) a long-term equity incentive award for 2024 with a value of $2.8 million to be granted on the same date and that will be calculated in the same manner and subject to the same vesting and performance requirements as the 2024 long-term equity incentive awards made to the Company’s other Section 16 officers; (iv) a time-vested restricted stock unit award to be granted on Mr. Montagner’s start date with a fair market value of $1.0 million (calculated based on the Company’s closing stock price on the trading date prior to the grant date) which will vest one-third on each of the first through third anniversaries of the grant date; and (v) a one-time lump sum cash payment of $250,000 to cover any bonus for 2023 and all relocation and other costs associated with his transition to the Company’s headquarters, which shall be subject to forfeiture and clawback if Mr. Montagner leaves the Company within the first 12 months of his employment.
There is no arrangement or understanding between Mr. Montagner and any other person pursuant to which Mr. Montagner has been appointed as the CFO. There are no family relationships between Mr. Montagner and any of the Company’s directors and executive officers, and Mr. Montagner is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On September 13, 2023, the Company announced that Marc Montagner has been appointed to serve as the CFO to succeed Mr. Brendan Cavanagh, effective January 1, 2024. A copy of the press release announcing the appointment of Mr. Montagner is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release issued by SBA Communications Corporation on September 13, 2023. | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SBA COMMUNICATIONS CORPORATION | ||
| By: | /s/ Brendan T. Cavanagh | |
| Brendan T. Cavanagh | ||
| Executive Vice President and Chief Financial Officer | ||
Date: September 13, 2023
Exhibit 99.1
SBA Communications Appoints Marc Montagner as Chief Financial Officer
BOCA RATON, FL — (BUSINESS WIRE) — SBA Communications Corporation (NASDAQ: SBAC) (“SBA” or the “Company”) today announced that Marc Montagner, a telecommunications and finance executive with over 30 years of experience, has been appointed as the next Executive Vice President & Chief Financial Officer of SBA, effective January 1, 2024.
Mr. Montagner’s appointment follows the Company’s previously announced CEO succession plan, pursuant to which Brendan Cavanagh, currently the Company’s Executive Vice President & Chief Financial Officer, will succeed Jeffrey Stoops as President and Chief Executive Officer, effective January 1, 2024.
“We are excited to welcome Marc as the newest addition to our best-in-class leadership team,” said Mr. Cavanagh, the Company’s next President and Chief Executive Officer. “Marc is a strategic business leader with exceptional industry knowledge and a proven track record of driving innovation and creating shareholder value. His deep financial expertise and wireless experience will help SBA continue to provide enhanced support for our customers and drive financial performance for our shareholders.”
“The appointment of Marc as our next Chief Financial Officer resulted from a very comprehensive search process started in the first quarter where both internal and external candidates were considered and our Board of Directors was heavily involved,” added Mr. Stoops, the Company’s current President and CEO. “We were extremely pleased with the number and quality of persons that were interested in the position, and we are confident that our organization and capabilities have been strengthened as a result of this process.”
“I am excited to join the very talented team at SBA Communications,” said Mr. Montagner. “I have strong convictions about the growth opportunities that lie ahead for SBA both in the United States and internationally, and I look forward to working with the team to create value for shareholders and customers.”
Mr. Montagner served as Chief Financial Officer and Chief Risk Officer of Endurance International, a publicly traded software-as-a-service company, from 2015 to 2021, and as Chief Financial Officer of LightSquared, a satellite communications company, from 2012 to 2015. His prior experience includes managing director roles in the TMT groups of Bank of America and Morgan Stanley, as well as various senior roles with wireless service providers, Sprint Nextel Corporation, Nextel Communications, and Orange North America (ex France Telecom). He also currently serves as the lead independent director of Cogent Communications Holdings, Inc., a publicly traded global internet service provider, and a director of Intelsat, a privately held satellite operator.
Mr. Montagner will join SBA on October 17, 2023, as Executive Vice President - Finance prior to assuming the Chief Financial Officer position on January 1, 2024. As CFO of SBA, Mr. Montagner will oversee all aspects of global corporate and operational financial and accounting functions, including financial planning and budgeting, capital markets, investor relations, tax, audit, and SEC reporting, and provide integral leadership for financial analysis and capital allocation decisions.
About SBA Communications Corporation
SBA Communications Corporation is a leading independent owner and operator of wireless communications infrastructure including towers, buildings, rooftops, distributed antenna systems (DAS) and small cells. With a portfolio of more than 39,000 communications sites in 16 markets throughout the Americas, Africa and in Asia, SBA is listed on NASDAQ under the symbol SBAC. Our organization is part of the S&P 500 and is one of the top Real Estate Investment Trusts (REITs) by market capitalization. For more information, please visit: www.sbasite.com.
Information Concerning Forward-Looking Statements
This press release includes forward-looking statements regarding the future operations of SBA and our ability to take advantage of the future growth opportunities of SBA. These forward-looking statements may be affected by risks and uncertainties in the Company’s business and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in the Company’s SEC filings, including the SBA Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, filed with the SEC. SBA wishes to caution readers that certain important factors may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of SBA.
Mark DeRussy, CFA
Capital Markets
561-226-9531
Lynne Hopkins
Media Relations
561-226-9431
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