XML 96 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between executive “Compensation Actually Paid” (or “CAP”), as defined by SEC rules, and certain of our financial performance metrics. For further information concerning our variable
pay-for-performance
philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
 
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
 
 
 

 
Total
Shareholder
Return


 
 
 


 
Peer Group
Total
Shareholder
Return



 
                 
(a)
    (b)       (c)       (d)       (e)       (f)       (g)       (h)       (i)  
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  
2020
  $ 12,819,044     $ 26,154,495     $ 4,956,287     $ 9,750,582     $ 117.81     $ 105.39     $ 24,104     $ 9.43  
Column (b)
. Reflects compensation amounts reported in the “Summary Compensation Table” or “SCT” for our former CEO, Jeffrey A. Stoops, for the respective years shown.
Column (c)
. CAP for our former CEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our former CEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the former CEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.
 
Year
 
2020
   
2021
   
2022
   
2023
 
CEO
    Mr. Stoops       Mr. Stoops       Mr. Stoops       Mr. Stoops  
SCT Total Compensation ($)     12,819,044       9,995,179       13,334,754       11,261,032  
Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($)     (10,198,671     (7,172,549     (9,901,690     (8,148,621
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year
at Year-End
($)
    9,276,084       13,925,505       7,855,626       7,606,781  
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)     6,726,551       20,039,610       (11,218,937     (1,005,888
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)     7,531,487       (4,763,952     (4,864,514     (1,656,336
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)                       (205,355
Compensation Actually Paid ($)     26,154,495       32,023,793       (4,794,761     7,851,613  
Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the
year-end
fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal
 
 
year-end
date. For options awards, updated market input assumptions (stock price, risk free interest rate, volatility, expected term and future dividend yield expectations) have been used to determine the fair values of outstanding awards as of the identified vesting dates and the relevant fiscal
year-end
dates using the Black-Scholes option pricing model.
Column (d)
. The following non-CEO named executive officers are included in the average figures shown for 2022, 2021 and 2020: Brendan T. Cavanagh, Kurt L. Bagwell, Thomas P. Hunt and Jason V. Silberstein and for 2023: Brendan T. Cavanagh, Jason V. Silberstein, Mark R. Ciarfella, and Richard M. Cane.
Column (e)
. Average CAP for our
non-CEO
NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our
non-CEO
NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the
non-CEO
NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.
 
Year
 
2020
   
2021
   
2022
   
2023
 
Non-CEO
NEOs
  See column
(d) note
    See column
(d) note
    See column
(d) note
    See column
(d) note
 
SCT Total Compensation ($)     4,956,287       3,949,044       5,207,307       3,504,909  
Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($)     (3,734,188     (2,585,499     (3,598,186     (2,283,870
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year
at Year-End ($)
    3,396,388       5,019,747       2,854,664       2,132,004  
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)     2,427,861       7,293,395       (4,086,208     (233,781
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)     2,704,234       (1,714,834     (1,763,124     (376,014
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)                       (47,728
Compensation Actually Paid ($)
    9,750,582       11,961,853       (1,385,547     2,695,520  
Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the
year-end
fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal
year-end
date. For options awards, updated market input assumptions (stock price, risk free interest rate, volatility, expected term and future dividend yield expectations) have been used to determine the fair values of outstanding awards as of the identified vesting dates and the relevant fiscal
year-end
dates using the Black-Scholes option pricing model.
Column (f)
. For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of SBA for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.
Column (g
). For the relevant fiscal year, represents the cumulative TSR of our Large Public Tower Company Peer Group for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. The Large Public Tower Company Peer Group for each of 2023, 2022, 2021 and 2020 consisted of the following companies: American Tower Corporation and Crown Castle International Corp.
Column (h)
. Reflects “Net Income” in our consolidated income statements included in our Annual Reports on Form
10-K
for each of the years ended December 31, 2023, 2022, 2021 and 2020.
Column (i)
. Company-selected Measure is AFFO per Share, which is described below.
     
Company Selected Measure Name AFFO per Share      
Named Executive Officers, Footnote The following non-CEO named executive officers are included in the average figures shown for 2022, 2021 and 2020: Brendan T. Cavanagh, Kurt L. Bagwell, Thomas P. Hunt and Jason V. Silberstein and for 2023: Brendan T. Cavanagh, Jason V. Silberstein, Mark R. Ciarfella, and Richard M. Cane.      
Peer Group Issuers, Footnote For the relevant fiscal year, represents the cumulative TSR of our Large Public Tower Company Peer Group for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. The Large Public Tower Company Peer Group for each of 2023, 2022, 2021 and 2020 consisted of the following companies: American Tower Corporation and Crown Castle International Corp.      
PEO Total Compensation Amount $ 11,261,032 $ 13,334,754 $ 9,995,179 $ 12,819,044
PEO Actually Paid Compensation Amount $ 7,851,613 (4,794,761) 32,023,793 26,154,495
Adjustment To PEO Compensation, Footnote
Column (c)
. CAP for our former CEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our former CEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the former CEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.
 
Year
 
2020
   
2021
   
2022
   
2023
 
CEO
    Mr. Stoops       Mr. Stoops       Mr. Stoops       Mr. Stoops  
SCT Total Compensation ($)     12,819,044       9,995,179       13,334,754       11,261,032  
Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($)     (10,198,671     (7,172,549     (9,901,690     (8,148,621
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year
at Year-End
($)
    9,276,084       13,925,505       7,855,626       7,606,781  
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)     6,726,551       20,039,610       (11,218,937     (1,005,888
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)     7,531,487       (4,763,952     (4,864,514     (1,656,336
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)                       (205,355
Compensation Actually Paid ($)     26,154,495       32,023,793       (4,794,761     7,851,613  
Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the
year-end
fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal
 
 
year-end
date. For options awards, updated market input assumptions (stock price, risk free interest rate, volatility, expected term and future dividend yield expectations) have been used to determine the fair values of outstanding awards as of the identified vesting dates and the relevant fiscal
year-end
dates using the Black-Scholes option pricing model.
     
Non-PEO NEO Average Total Compensation Amount $ 3,504,909 5,207,307 3,949,044 4,956,287
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,695,520 (1,385,547) 11,961,853 9,750,582
Adjustment to Non-PEO NEO Compensation Footnote
Column (e)
. Average CAP for our
non-CEO
NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our
non-CEO
NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the
non-CEO
NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.
 
Year
 
2020
   
2021
   
2022
   
2023
 
Non-CEO
NEOs
  See column
(d) note
    See column
(d) note
    See column
(d) note
    See column
(d) note
 
SCT Total Compensation ($)     4,956,287       3,949,044       5,207,307       3,504,909  
Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($)     (3,734,188     (2,585,499     (3,598,186     (2,283,870
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year
at Year-End ($)
    3,396,388       5,019,747       2,854,664       2,132,004  
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)     2,427,861       7,293,395       (4,086,208     (233,781
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)     2,704,234       (1,714,834     (1,763,124     (376,014
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)                       (47,728
Compensation Actually Paid ($)
    9,750,582       11,961,853       (1,385,547     2,695,520  
Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the
year-end
fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal
year-end
date. For options awards, updated market input assumptions (stock price, risk free interest rate, volatility, expected term and future dividend yield expectations) have been used to determine the fair values of outstanding awards as of the identified vesting dates and the relevant fiscal
year-end
dates using the Black-Scholes option pricing model.
     
Compensation Actually Paid vs. Total Shareholder Return
LOGO
     
Compensation Actually Paid vs. Net Income
 
 
LOGO
     
Compensation Actually Paid vs. Company Selected Measure
LOGO
     
Total Shareholder Return Vs Peer Group
LOGO
     
Tabular List, Table
Listed below are the financial and
non-financial
performance measures which in our assessment represent the most important financial performance measures we used for 2023 to link CAP to our named executive officers to company performance.
 
Measure
 
Nature
 
Explanation
     
AFFO per Share   Financial measure  
Non-GAAP
financial measure calculated as AFFO (Adjusted Funds From Operations) divided by the weighted number of 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. AFFO per Share is calculated on a constant currency basis utilizing exchange rates utilizing the budgeted exchange rates and exclude the impact of
non-core
income and expenses.
     
Annualized Adjusted EBITDA   Financial measure  
Non-GAAP
financial measure calculated as Adjusted EBITDA minus annual tower cash flow, plus four times tower cash flow for the fourth quarter. Adjusted EBITDA is 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. Annualized Adjusted EBITDA is calculated on a constant currency basis utilizing the budgeted exchange rates and exclude the impact of
non-core
income and expenses.
     
Relative TSR   Financial measure   SBA’s TSR performance against the S&P 500 over a three-year period.
     
Total Shareholder Return Amount $ 109.31 119.01 163.7 117.81
Peer Group Total Shareholder Return Amount 100.41 100.87 140.99 105.39
Net Income (Loss) $ 501,812,000 $ 461,429,000 $ 237,624,000 $ 24,104,000
Company Selected Measure Amount 13.08 12.25 10.74 9.43
PEO Name Jeffrey A      
Measure:: 1        
Pay vs Performance Disclosure        
Name AFFO per Share      
Non-GAAP Measure Description
Non-GAAP
financial measure calculated as AFFO (Adjusted Funds From Operations) divided by the weighted number of 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. AFFO per Share is calculated on a constant currency basis utilizing exchange rates utilizing the budgeted exchange rates and exclude the impact of
non-core
income and expenses.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Annualized Adjusted EBITDA      
Measure:: 3        
Pay vs Performance Disclosure        
Name Relative TSR      
PEO | Stock And Option Award Values Reported In SCT For The Covered Year On Grant Date [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (8,148,621) $ (9,901,690) $ (7,172,549) $ (10,198,671)
PEO | Fair Value For Stock And Option Awards Granted In The Covered Year At Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,606,781 7,855,626 13,925,505 9,276,084
PEO | Change In Fair Value Of Outstanding Unvested Stock And Option Awards From Prior Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,005,888) (11,218,937) 20,039,610 6,726,551
PEO | Change In Fair Value Of Stock And Option Awards From Prior Years That Vested In The Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,656,336) (4,864,514) (4,763,952) 7,531,487
PEO | Fair Value Of Stock And Option Awards Forfeited During The Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (205,355)      
Non-PEO NEO | Stock And Option Award Values Reported In SCT For The Covered Year On Grant Date [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,283,870) (3,598,186) (2,585,499) (3,734,188)
Non-PEO NEO | Fair Value For Stock And Option Awards Granted In The Covered Year At Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,132,004 2,854,664 5,019,747 3,396,388
Non-PEO NEO | Change In Fair Value Of Outstanding Unvested Stock And Option Awards From Prior Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (233,781) (4,086,208) 7,293,395 2,427,861
Non-PEO NEO | Change In Fair Value Of Stock And Option Awards From Prior Years That Vested In The Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (376,014) $ (1,763,124) $ (1,714,834) $ 2,704,234
Non-PEO NEO | Fair Value Of Stock And Option Awards Forfeited During The Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (47,728)