Brendan T. Cavanagh
About Brendan T. Cavanagh
Brendan T. Cavanagh is President and Chief Executive Officer of SBA Communications and a director since 2024; he is 53 years old and previously served as CFO (2008–2013) and EVP (since 2014) after joining SBA in 1998, with earlier roles including Chief Accounting Officer and Vice President positions; prior to SBA he worked at Arthur Andersen LLP . SBA’s 2024 results under his first year as CEO included Adjusted EBITDA of $1,894.3 million and AFFO per share of $13.37, with cumulative TSR from 12/31/2019 to 12/31/2024 of $89.44 on a $100 base versus $86.78 for the large public tower peer group . The company’s compensation program emphasizes pay-for-performance, with 90% of CEO target compensation performance- or equity-based, and received 96% say‑on‑pay support in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SBA Communications | Chief Executive Officer; Director | CEO effective Jan 1, 2024; Director since 2024 | Leadership transition from prior CEO; continued focus on AFFO/share, site leasing growth, ROIC |
| SBA Communications | Executive Vice President | Jan 2014–Dec 2023 | Senior leadership across operations and finance |
| SBA Communications | Chief Financial Officer | Sep 2008–Dec 2013 | Capital allocation, financing, investor communications |
| SBA Communications | Chief Accounting Officer (VP) | Jun 2004–Sep 2008 | Strengthened reporting and controls |
| SBA Communications | VP – Site Administration | Jan 2003–Jun 2004 | Site portfolio administration/processes |
| Arthur Andersen LLP | Professional | Pre-1998 | Audit/accounting foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed for Cavanagh |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 680,000 | As EVP & CFO |
| 2023 | 725,000 | As EVP & CFO |
| 2024 | 920,000 | As CEO; set below peer median per Compensation Committee review |
Performance Compensation
Annual Incentive (2024 design and outcomes)
| Element | Weight | Performance Levels (min/budget/stretch/max) | 2024 Actual | CEO Payout Impact |
|---|---|---|---|---|
| Adjusted EBITDA (constant FX) | 50% | $1,859 / $1,897 / $1,935 / $2,011 mm | $1,916 mm (87% of metric target earned) | Contributed to overall 93.1% of annual bonus target |
| Site Leasing Revenue (constant FX) | 25% | $2,482 / $2,533 / $2,583 / $2,685 mm | $2,558 mm (88% of metric target earned) | Contributed to overall 93.1% of annual bonus target |
| Qualitative/Operational objectives | 25% | 50%/75%/100%/200% scoring scale | Streamlined leadership and execution focus | Included in 93.1% payout result |
| CEO Annual Bonus Target | % of Base | Target ($) | 2024 Earned (% of Target) | 2024 Earned ($) |
|---|---|---|---|---|
| Brendan T. Cavanagh | 150% | 1,380,000 | 93.1% | 1,284,435 |
Long-Term Incentive Awards (granted Mar 6, 2024; 3-year performance period begins Jan 1, 2024)
| Metric | Weight of PSUs | Threshold / Target / Max Vesting | CEO Target Shares Granted | Notes |
|---|---|---|---|---|
| AFFO per share | 60% | 50% / 100% / 200% | 10,708 | Primary value driver for towers/REITs |
| Relative TSR (vs MSCI US REIT Index) | 20% | 25th / 50th / 75th percentile → 50% / 100% / 200% | 3,569 | Aligns with shareholder value creation |
| ROIC (average) | 20% | 50% / 100% / 200% | 3,569 | Capital allocation effectiveness |
| Time-based RSUs | — | Vest 1/3 annually | 11,898 | Three equal annual installments starting Mar 6, 2025 |
| CEO 2024 LTI Target Value ($) | Grant Date | PSU Grant Fair Values (Illustrative) | Time RSU Fair Value ($) |
|---|---|---|---|
| 6,700,000 | Mar 6, 2024 | AFFO/ROIC PSUs at $216.97; TSR PSUs Monte Carlo at $255.20 | 2,581,509 |
2022 PSU payout: AFFO tranche paid at 200% of target; Relative TSR tranche paid 0% (below threshold) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 21, 2025) | 124,788 shares; includes 55,741 options exercisable within 60 days; includes 19,055 shares via Cavanagh Investments, LLC and 14,254 via Eagle SC LLC; less than 1% of outstanding shares |
| Options outstanding | 50,212 @ $156.50 expiring Mar 6, 2025; 55,741 @ $182.30 expiring Mar 6, 2026 (legacy grants) |
| Unvested equity at FY2024 | Time RSUs: 11,898 (2024 grant); PSUs at target: AFFO 10,708; ROIC 3,569; TSR 3,569 (three-year performance) |
| 2024 stock vested | 11,635 RSUs vested; 4,585 shares withheld for taxes |
| Stock ownership guidelines | CEO must hold equity equal to 6x base salary; retention and prohibitions on pledging shares counted toward compliance; hedging prohibited |
| Pledging/hedging | No disclosure of any pledging by Cavanagh; hedging prohibited for officers/directors |
Employment Terms
| Provision | Terms (Cavanagh Employment Agreement, amended Feb 19, 2024) |
|---|---|
| Term | Through Dec 31, 2026; auto-extends 3 years upon a Change in Control |
| Minimum base salary | $920,000; Board may increase |
| Minimum target bonus | 150% of base salary; Board may increase |
| Restrictive covenants | Non-competition, non-interference, non-disparagement, confidentiality |
| Severance (no CIC) | 2x (base + target bonus + “Reference Benefits Value”) plus pro‑rata bonus; lump sum; no tax gross‑ups |
| Severance (post-CIC) | 3x (base + target bonus + “Reference Benefits Value”) plus pro‑rata bonus; double‑trigger equity acceleration; no tax gross‑ups |
| Definitions | Detailed “Cause,” “Good Reason,” and “Change in Control” definitions |
| Clawbacks | Company-wide Dodd‑Frank and “no-fault” recoupment policies apply |
| Potential Payments (as of Dec 31, 2024) | “Good reason”/without cause (no CIC) | “Good reason”/without cause (post-CIC) |
|---|---|---|
| Base salary | 1,840,000 | 2,760,000 |
| Bonus multiple | 2,760,000 | 4,140,000 |
| Pro-rata bonus | 1,380,000 | 1,380,000 |
| Accelerated equity | — | 10,065,478 |
| Reference Benefits Value | 67,120 | 100,680 |
| Total | 6,047,120 | 18,446,158 |
Board Governance
- Board service: Director since 2024; not on any Board committees; CEO is not independent; SBA separates Chair and CEO roles with Lead Independent Director oversight .
- Board committees and independence: All committee members are independent; Lead Independent Director (Jack Langer) chairs executive sessions and agendas .
- Board meetings: Six meetings in 2024; all incumbents met at least 75% attendance; nine of ten directors attended the 2024 Annual Meeting .
- Director compensation: Employee directors (including CEO) receive no additional director fees; non‑employee director cash retainer $100k plus chair/lead retainers; equity RSUs vest over three years .
Compensation Structure Analysis
- Mix and pay-for-performance: 90% of CEO target total compensation is performance- or equity-based; annual bonus tied to Adjusted EBITDA, Site Leasing Revenue, and qualitative metrics; LTI shifted to include ROIC alongside AFFO and Relative TSR .
- Design changes responsive to shareholders: Replaced AFFO in annual bonus with Site Leasing Revenue; reduced subjective component from 40% to 25%; added ROIC to PSUs .
- Governance safeguards: Double‑trigger equity acceleration, robust stock ownership guidelines, no tax gross‑ups, clawbacks, prohibition on hedging and pledging shares counted toward ownership .
- Peer benchmarking: Peer group includes AMT, CCI, EQIX, DLR, major REITs; SBA targets base and cash near median and uses LTI to calibrate TDC; SBA positioned around 37th–58th percentile on key size metrics in the 2024 peer review .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 1,492.6 | 1,606.3 | 1,769.0 | 1,893.9 | 1,894.3 |
| AFFO per share ($) | 9.43 | 10.74 | 12.25 | 13.08 | 13.37 |
| Net Income ($000s) | 24,047 | 237,624 | 461,429 | 501,812 | 749,536 |
| TSR (Value of $100 from 12/31/2019) | 117.81 | 163.70 | 119.01 | 109.31 | 89.44 |
LTI outcomes reflect strong AFFO achievements, with the 2022 AFFO PSUs paying at 200%, while Relative TSR PSUs did not vest, reinforcing alignment with shareholder returns .
Vesting Schedules and Potential Insider Selling Pressure
- Scheduled vesting: 2024 Time RSUs vest in three equal annual tranches starting Mar 6, 2025; PSUs cliff-vest after the 3‑year performance period; legacy options expire in 2025 and 2026, potentially creating exercise-driven liquidity needs .
- 2024 realizations: 11,635 shares vested for Cavanagh in 2024; shares were withheld for taxes (4,585), limiting net shares entering the float from vesting events .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 96% support at the 2024 Annual Meeting; outreach to top holders representing ~58% outstanding; program changes implemented in response to feedback .
Risk Indicators & Red Flags
- No related party transactions requiring disclosure (2024); robust clawbacks; no repricing of options; prohibition on hedging; double‑trigger equity acceleration mitigates single‑trigger concerns .
- Directors and executive officers cannot pledge shares that count toward ownership requirements; no pledging disclosed for Cavanagh .
Compensation Peer Group (for benchmarking)
| Peer Group (2024) |
|---|
| American Tower, Crown Castle, Equinix, Digital Realty, Prologis, Public Storage, Realty Income, Extra Space Storage, Iron Mountain, Welltower, Ventas, Equity Residential, AvalonBay, Camden, Essex, Healthpeak, OUTFRONT Media, Lamar Advertising, Uniti Group, Viasat |
Board Governance (Committees and Roles)
| Committee | Chair | 2024 Meetings | Members (independent) |
|---|---|---|---|
| Audit | Jay L. Johnson | 6 | Johnson, Beebe, Krouse, Langer, Wilson |
| Compensation | Jack Langer | 5 | Langer, Beebe, Bowen, Chan |
| Nominating & Corporate Governance | George R. Krouse Jr. | 5 | Krouse, Bowen, Chan, Johnson, Wilson |
Compensation Committee uses FW Cook (independent consultant) and Norton Rose (independent legal counsel); no conflicts of interest reported .
Investment Implications
- Alignment: High variable/equity mix, three-year PSUs on AFFO, TSR, and ROIC, and strong ownership/recoupment policies support long-term alignment and reduce short-term risk-taking .
- Retention and severance economics: CEO severance of ~$6.0 million (no CIC) and ~$18.4 million (post‑CIC) with double‑trigger equity acceleration represent meaningful retention value and potential M&A cost considerations; absence of tax gross‑ups is shareholder‑friendly .
- Trading signals: Upcoming annual RSU vesting and the 2025–2026 option expirations may drive episodic insider exercises but 2024 vestings involved tax withholding rather than open‑market selling; no pledging disclosed for Cavanagh reduces forced‑sale risk .
- Governance quality: Separation of Chair/CEO, lead independent director, independent committees, and high say‑on‑pay support suggest strong oversight, particularly important given CEO dual role as director .