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
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)
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
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 2020, 2021, 2022 and 2023 for our former CEO, Jeffrey A. Stoops, and for 2024, for our CEO, Brendan T. Cavanagh.

Column (c)

. CAP for our former CEO, Mr. Stoops, in each of 2020, 2021, 2022 and 2023 and our CEO, Mr. Cavanagh, in 2024 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 2024, 2023, 2022 and 2021 annual meetings of shareholders.


Year	2020			2021			2022			2023			2024
CEO		Mr. Stoops			Mr. Stoops			Mr. Stoops			Mr. Stoops			Mr. Cavanagh
SCT Total Compensation ($)		12,819,044			9,995,179			13,334,754			11,261,032			8,817,502
Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($)		(10,198,671	)		(7,172,549	)		(9,901,690	)		(8,148,621	)		(6,589,999	)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($)		9,276,084			13,925,505			7,855,626			7,606,781			5,869,529
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)		6,726,551			20,039,610			(11,218,937	)		(1,005,888	)		(819,975	)
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)		7,531,487			(4,763,952	)		(4,864,514	)		(1,656,336	)		(1,498,653	)
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)		—			—			—			(205,355	)		(982,288	)


Compensation Actually Paid ($)		26,154,495			32,023,793			(4,794,761	)		7,851,613			4,796,116

Executive Compensation

Security Ownership

Proposal 2

Proposal 3

Other Compensation Disclosures

Q&A About Voting

Other
Matters

●

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, for 2023: Brendan T. Cavanagh, Jason V. Silberstein, Mark R. Ciarfella, and Richard M. Cane, and for 2024: Marc Montagner, Mark R. Ciarfella, Richard M. Cane, Joshua M. Koenig and Jason V. Silverstein.

Column (e)

. Average CAP for our

non-CEO

NEOs in each of 2024, 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 2024, 2023, 2022 and 2021 annual meetings of shareholders.


Year	2020			2021			2022			2023			2024
Non-CEO NEOs	See column (d) note			See column (d) note			See column (d) note			See column (d) note			See column (d) note
SCT Total Compensation ($)		4,956,287			3,949,044			5,207,307			3,504,909			3,331,586
Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($)		(3,734,188	)		(2,585,499	)		(3,598,186	)		(2,283,870	)		(2,300,533	)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($)		3,396,388			5,019,747			2,854,664			2,132,004			1,850,331
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)		2,427,861			7,293,395			(4,086,208	)		(233,781	)		(362,259	)
Plus: Fair Value for Stock and Option Awards Granted and Vested in the Covered Year ($)		—			—			—			—			13,605
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)		2,704,234			(1,714,834	)		(1,763,124	)		(376,014	)		(493,703	)
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)		—			—			—			(47,728	)		(318,787	)

Compensation Actually Paid ($)		9,750,582			11,961,853			(1,385,547	)		2,695,520			1,720,240

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

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 beginning on December 31, 2019 and ending on December 31 of each of 2024, 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 beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021,

and 2020 respectively. The Large Public Tower Company Peer Group for each of 2024, 2023, 2022, 2021, and 2020 consisted of the following companies: American Tower Corporation and Crown Castle Inc.

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, 2024, 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

Peer Group Issuers, Footnote

Column (g

and 2020 respectively. The Large Public Tower Company Peer Group for each of 2024, 2023, 2022, 2021, and 2020 consisted of the following companies: American Tower Corporation and Crown Castle Inc.

Adjustment To PEO Compensation, Footnote

Column (c)


Year	2020			2021			2022			2023			2024
CEO		Mr. Stoops			Mr. Stoops			Mr. Stoops			Mr. Stoops			Mr. Cavanagh
SCT Total Compensation ($)		12,819,044			9,995,179			13,334,754			11,261,032			8,817,502
Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($)		(10,198,671	)		(7,172,549	)		(9,901,690	)		(8,148,621	)		(6,589,999	)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($)		9,276,084			13,925,505			7,855,626			7,606,781			5,869,529
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)		6,726,551			20,039,610			(11,218,937	)		(1,005,888	)		(819,975	)
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)		7,531,487			(4,763,952	)		(4,864,514	)		(1,656,336	)		(1,498,653	)
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)		—			—			—			(205,355	)		(982,288	)


Compensation Actually Paid ($)		26,154,495			32,023,793			(4,794,761	)		7,851,613			4,796,116

Executive Compensation

Security Ownership

Proposal 2

Proposal 3

Other Compensation Disclosures

Q&A About Voting

Other
Matters

●

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

dates using the Black-Scholes option pricing model.

Non-PEO NEO Average Total Compensation Amount

$ 3,331,586

$ 3,504,909

$ 5,207,307

$ 3,949,044

$ 4,956,287

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,720,240

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 during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the

non-CEO


Year	2020			2021			2022			2023			2024
Non-CEO NEOs	See column (d) note			See column (d) note			See column (d) note			See column (d) note			See column (d) note
SCT Total Compensation ($)		4,956,287			3,949,044			5,207,307			3,504,909			3,331,586
Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($)		(3,734,188	)		(2,585,499	)		(3,598,186	)		(2,283,870	)		(2,300,533	)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($)		3,396,388			5,019,747			2,854,664			2,132,004			1,850,331
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)		2,427,861			7,293,395			(4,086,208	)		(233,781	)		(362,259	)
Plus: Fair Value for Stock and Option Awards Granted and Vested in the Covered Year ($)		—			—			—			—			13,605
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)		2,704,234			(1,714,834	)		(1,763,124	)		(376,014	)		(493,703	)
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)		—			—			—			(47,728	)		(318,787	)

Compensation Actually Paid ($)		9,750,582			11,961,853			(1,385,547	)		2,695,520			1,720,240

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

dates using the Black-Scholes option pricing model.

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

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 2024 to link CAP of 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-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.

Total Shareholder Return Amount

$ 89.44

109.31

119.01

163.7

117.81

Peer Group Total Shareholder Return Amount

86.78

100.41

100.87

140.99

105.39

Net Income (Loss)

$ 749,536,000

$ 501,812,000

$ 461,429,000

$ 237,624,000

$ 24,104,000

Company Selected Measure Amount

13.37

13.08

12.25

10.74

9.43

Measure:: 1

Non-GAAP Measure Description

AFFO per Share

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.

Measure:: 2

Adjusted EBITDA

Measure:: 3

Relative TSR

Measure:: 4

ROIC

Measure:: 5

Jeffrey A. Stoops [Member]

Site Leasing Revenue

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

PEO Name

Jeffrey A. Stoops

Brendan T. Cavanagh [Member]

PEO Total Compensation Amount

$ 8,817,502

PEO Actually Paid Compensation Amount

$ 4,796,116

PEO Name

Brendan T. Cavanagh

PEO | Jeffrey A. Stoops [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

PEO | Jeffrey A. Stoops [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

$ (1,005,888)

$ (11,218,937)

$ 20,039,610

$ 6,726,551

PEO | Jeffrey A. Stoops [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(1,656,336)

(4,864,514)

(4,763,952)

7,531,487

PEO | Jeffrey A. Stoops [Member] | Stock And Option Award Values Reported In SCT For The Covered Year On Grant Date [Member]

(205,355)

PEO | Jeffrey A. Stoops [Member] | Fair Value For Stock And Option Awards Granted In The Covered Year At Year End [Member]

(8,148,621)

(9,901,690)

(7,172,549)

(10,198,671)

PEO | Brendan T. Cavanagh [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

7,606,781

7,855,626

13,925,505

9,276,084

PEO | Brendan T. Cavanagh [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

$ (819,975)

PEO | Brendan T. Cavanagh [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(1,498,653)

PEO | Brendan T. Cavanagh [Member] | Stock And Option Award Values Reported In SCT For The Covered Year On Grant Date [Member]

(982,288)

PEO | Brendan T. Cavanagh [Member] | Fair Value For Stock And Option Awards Granted In The Covered Year At Year End [Member]

(6,589,999)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

5,869,529

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(362,259)

(233,781)

(4,086,208)

7,293,395

2,427,861

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

13,605

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(493,703)

(376,014)

(1,763,124)

(1,714,834)

2,704,234

Non-PEO NEO | Stock And Option Award Values Reported In SCT For The Covered Year On Grant Date [Member]

(318,787)

(47,728)

Non-PEO NEO | Fair Value For Stock And Option Awards Granted In The Covered Year At Year End [Member]

(2,300,533)

(2,283,870)

(3,598,186)

(2,585,499)

(3,734,188)