Amy E. Wilson
About Amy E. Wilson
Independent director at SBA Communications (SBAC); General Counsel and Corporate Secretary of Dow Inc. since October 2018; age 54; joined SBAC’s board in 2023; serves on the Audit Committee and the Nominating & Corporate Governance (NCG) Committee. The Board has affirmatively determined she is independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Inc. | General Counsel & Corporate Secretary | Oct 2018–present | Senior executive with global governance and transactional remit |
| Dow Inc. | Corporate Secretary & Associate General Counsel | 2015–2018 | Governance leadership |
| Dow Inc. | Assistant Corporate Secretary & Assistant General Counsel | 2013–2015 | Corporate governance support |
| Dow Inc. | Senior Counsel & Assistant Corporate Secretary | 2008–2013 | Corporate transactions and governance |
| Dow Inc. Legal Department | Various legal roles | 2000–2008 | Corporate legal roles at Fortune 100 company |
| Currie Kendall, PLC | Attorney | Prior to 2000 | Corporate and transactional law |
External Roles
| Organization | Role | Nature |
|---|---|---|
| U.S. Chamber of Commerce | Board of Directors | External policy and business advocacy org (not a public company board) |
| MyMichigan Health | Board of Directors | Non-profit/health system governance (not a public company board) |
| Charles J. Strosacker Foundation | Board of Trustees | Foundation governance (not a public company board) |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member (not a chair). Audit met 6 times in 2024; NCG met 5 times in 2024.
- Attendance and engagement: Board held 6 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; 9 of 10 directors attended the 2024 Annual Meeting.
- Independence: Board annually evaluates independence; Wilson is designated independent.
- Lead Independent Director/structure: Board separates Chair and CEO; Lead Independent Director model in place.
- Stock ownership and trading policies: Directors must own shares equal to 5x the annual retainer; five years to comply; retain 100% of net shares until compliant; prohibited from hedging and from pledging shares that count toward the guideline.
Fixed Compensation (Director; 2024)
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual cash retainer | Non‑employee director cash retainer | $100,000 (2024) |
| Committee chair fees | Only committee chairs receive fees; Wilson is not a chair | $0 for Wilson (2024) |
| Equity grant (RSUs) | Annual director grant (time‑based RSUs) | $190,000 grant value policy; 906 RSUs granted on May 23, 2024 to each non‑employee director |
| RSU vesting | Time‑based | Vests in three equal installments on May 1, 2025/2026/2027 |
| 2024 stock award value (ASC 718) | Individual reported value (Amy E. Wilson) | $171,044 (aggregate grant date fair value) |
| 2024 total director compensation | Cash + stock for Wilson | $271,044 total ($100,000 cash; $171,044 stock) |
Notes: SBAC provides no meeting fees for committee members (non‑chairs). Newly appointed directors receive pro‑rated annual grants.
Performance Compensation (Director)
- Structure: SBAC’s director equity is time‑based RSUs; no director performance‑based equity metrics are disclosed for non‑employee directors; current director grants are RSUs (legacy options may remain outstanding).
- Options/RSUs outstanding (as of 12/31/2024): Wilson held 1,402 RSUs and 10,000 unexercised stock options outstanding. Strike price/expiration not disclosed in proxy.
| Performance Metric Tied to Director Pay | Weighting | 2024 Target/Outcome |
|---|---|---|
| None disclosed for non‑employee directors | N/A | N/A (director RSUs are time‑based) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in SBAC proxy for Wilson |
| SBAC committee interlocks | None disclosed; Compensation Committee interlocks explicitly none for 2024 (Wilson not on Comp Committee) |
| Related‑party transactions | SBAC reports no related‑party transactions with directors/officers since Jan 1, 2024 |
Expertise & Qualifications
- Board‑relevant skills: Corporate governance and global transactional experience; senior management exposure at a Fortune 100 company; identified by SBAC as bringing breadth of governance and global transaction expertise to the Board.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership (as of 3/21/2025) | 2,797 shares; less than 1% of Class A; includes 2,550 shares issuable from RSUs vesting within 60 days |
| Shares outstanding (for context) | 108,028,122 Class A shares outstanding (3/21/2025) |
| RSUs outstanding (12/31/2024) | 1,402 RSUs |
| Stock options outstanding (12/31/2024) | 10,000 unexercised options (legacy) |
| Pledging/hedging | No pledging by Wilson disclosed; company prohibits hedging and pledging of shares counted toward ownership guidelines |
| Ownership guidelines | Director requirement: 5x annual retainer; 5‑year compliance window; 100% net‑share retention until compliant |
Governance Assessment
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Strengths: Independent director serving on Audit and NCG—core oversight functions (financial reporting, cybersecurity, board refreshment, succession, sustainability), supporting board effectiveness.
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Engagement/attendance: Board met 6 times in 2024; each incumbent director met at least the 75% attendance threshold; Wilson serves on committees that met regularly (Audit: 6; NCG: 5).
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Alignment: Director pay incorporates a meaningful equity component (annual RSUs) with multi‑year vesting; robust ownership, anti‑hedging, and anti‑pledging policies enhance alignment.
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Shareholder sentiment signal: Say‑on‑pay received 96% support at the 2024 Annual Meeting, indicating positive investor sentiment toward compensation governance.
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Conflicts/related‑party: No related‑party transactions disclosed involving Wilson; board policies require Audit Committee review of any such transactions.
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RED FLAGS
- None identified for Wilson based on SBAC’s latest proxy disclosures (no related‑party ties, no chair‑level concentration of power, compliance with independence standards).