Donald E. Day
About Donald E. Day
Donald E. Day is Executive Vice President – Site Leasing at SBA Communications, appointed effective August 1, 2024; he is 47 years old and previously served as Senior Vice President – Services (2018–2024) after joining SBA in 2011 . His background includes leadership roles at General Dynamics (2004–2011), DWCC (2003–2004), Crown Castle (2000–2003), and four years of service in the U.S. Army, with a career focus on network deployment and wireless infrastructure operations . SBA’s incentive structure ties executive pay to performance metrics including Adjusted EBITDA, Site Leasing Revenue, and qualitative goals; 2024 actuals used for bonus determinations were Adjusted EBITDA of $1,916 million and Site Leasing Revenue of $2,558 million (constant currency basis) . SBA delivered reported Adjusted EBITDA of $1,894.3 million in 2024 and emphasizes multi-year value creation via AFFO per share, relative TSR vs MSCI US REIT Index, and average ROIC in long-term PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SBA Communications | EVP – Site Leasing | Aug 2024–present | Leads site leasing revenue engine (>~90% of total revenue historically), customer relationships, and growth initiatives . |
| SBA Communications | SVP – Services | May 2018–Aug 2024 | Oversaw U.S. services operations; drove services gross profit and operational KPIs . |
| SBA Communications | VP – Services | Jan 2013–May 2018 | Expanded site development/construction services; process and team build . |
| SBA Communications | North Regional VP | May 2011–Jan 2013 | Regional leadership for deployment/services . |
| General Dynamics | Vice President | Jan 2004–May 2011 | Managed wireless deployment teams’ market and budget objectives nationwide . |
| DWCC, Inc. | Various roles | Mar 2003–Jan 2004 | Wireless services company execution . |
| Crown Castle International | Various roles | Aug 2000–Mar 2003 | Wireless infrastructure operations . |
| U.S. Army | Service | 4 years | Leadership and discipline foundational experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external governance roles disclosed for Day . |
Fixed Compensation
- Base salary, target bonus %, actual bonus paid: Not individually disclosed for Day. SBA program design sets CEO at 150% target bonus and “other NEOs” at 100% target bonus; EVPs participate in the Executive Severance Plan but Day-specific salary/bonus outcomes are not disclosed .
Performance Compensation
| Metric | Weighting | 2024 Minimum (50%) | Budget (75%) | Stretch (100%) | Maximum (200%) | 2024 Actual | Component Earned % |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (constant currency, $mm) | 50% | 1,859 | 1,897 | 1,935 | 2,011 | 1,916 | 87% |
| Site Leasing Revenue (constant currency, $mm) | 25% | 2,482 | 2,533 | 2,583 | 2,685 | 2,558 | 88% |
| Qualitative/Operational (cross-functional leadership, succession, process improvements) | 25% | N/A | N/A | N/A | N/A | Assessed per EVP scope | Subjective |
Long-term incentives (2024 grants): PSUs with 3-year performance period tied to AFFO per share (60%), relative TSR vs MSCI US REIT Index (20%), and average ROIC (20%); vesting at 50%/100%/200% at threshold/target/maximum; Time RSUs vest over three years .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership (common) | 4,998.04 shares, direct |
| Options (exercisable) | 3,821 @ $156.50 exp. 03/06/2025; 5,739 @ $182.30 exp. 03/06/2026; fully vested |
| RSUs outstanding | 233 from 03/04/2022 grant (3-year, final tranche due 03/04/2025) ; 540 from 03/06/2023 grant (270 vest on 2nd and 3rd anniversaries) ; 1,665 from 03/06/2024 grant (555/year) |
| PSUs outstanding | 698 + 698 from 03/04/2022 grant (3-year, vest 03/04/2025, 0–200% earn) ; 809 + 809 from 03/06/2023 grant (vest 03/06/2026, 0–200% earn) ; 1,665 from 03/06/2024 grant (vest 03/06/2027, 0–200% earn) |
| Stock ownership guidelines | EVPs must hold ≥3x base salary; five years to comply from appointment/promotion; must retain 100% of net shares until met; no pledging of shares used for compliance; hedging prohibited |
| Clawbacks | “No-fault” recoupment of incentive comp for restatements/inaccurate metrics (3-year lookback); Dodd-Frank clawback for Section 16 officers on restatements regardless of fault |
Upcoming vesting and potential selling/exercise pressure:
- Mar 4, 2025: RSU 233; PSUs 698 + 698 (performance-dependent) .
- Mar 6, 2025: RSU 555 (2024 grant, 1st tranche); Option expiry looming (3,821 @ $156.50) .
- Mar 6, 2026: RSU 270 (2023 grant, 2nd tranche); PSUs 809 + 809 (performance-dependent); Option expiry (5,739 @ $182.30) .
- Mar 6, 2027: RSU 555 (2024 grant, 3rd tranche); PSUs 1,665 (performance-dependent) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Appointment & role | EVP – Site Leasing effective Aug 1, 2024 (succeeded retiring EVP Jason Silberstein) . |
| Severance plan (EVPs) | Executive Severance Plan: if terminated without cause or for Good Reason, pro rata target bonus + multiple × (base salary + target bonus); multiples: 1x pre-CIC; 2x on/after CIC; benefit continuation up to the applicable multiple in years; death/disability pays pro rata target bonus . |
| Change-in-control equity | Equity awards include “double-trigger” acceleration; no liberal CIC definition . |
| Clawbacks | See clawbacks above (recoupment and Dodd-Frank) . |
| Hedging/pledging | Hedging prohibited; shares counted toward ownership guidelines may not be pledged . |
| Perquisites/pensions | No pension/SERP; perquisites minimal; 401(k) match and supplemental medical coverage provided (match moved to 100% up to $4,000 from Jan 1, 2025) . |
Compensation Structure Notes (Program context)
- Annual bonus design: CEO 150% target, “other NEOs” 100% target; metrics 50% Adjusted EBITDA, 25% Site Leasing Revenue, 25% qualitative; payouts capped at 200% of target component; linear interpolation across performance bands .
- Long-term equity mix: For non-CEO NEOs, 50% PSUs and 50% Time RSUs (3-year vest), with PSUs earned on AFFO, relative TSR (vs MSCI US REIT Index), and ROIC .
- Governance: Strong alignment policies; no tax gross-ups; robust ownership guidelines; compensation committee comprised of independent directors with independent consultants (FW Cook) .
Compensation Peer Group and Shareholder Feedback
- 2024/2025 peer group includes American Tower, Crown Castle, Equinix, Prologis, Public Storage, Lamar Advertising, Realty Income, and others; SBA targets median for salary and total cash, with LTI used to calibrate TDC competitiveness .
- Say-on-pay support: 96% approval at 2024 Annual Meeting; program responsive to feedback (replaced AFFO with Site Leasing Revenue in annual bonus; added ROIC to PSUs; reduced subjective component to 25%) .
Investment Implications
- Alignment: Significant unvested PSUs tied to AFFO, ROIC, and relative TSR promote multi-year, capital-efficient growth and shareholder alignment; retention supported via time-based RSUs with multi-year vesting .
- Near-term trading signals: Two fully vested option tranches expire March 2025 and March 2026, and substantial vesting events occur March 2025–2027 (RSUs and PSUs), which can catalyze exercises and net-share sales to cover taxes/exercise costs and create episodic selling pressure .
- Incentive levers: Annual bonus exposure to Adjusted EBITDA and Site Leasing Revenue directly ties Day’s remit (site leasing) to cash-generative growth; 2024 actuals earned ~87–88% for these components, indicating disciplined but achievable targets .
- Governance risk: Hedging and pledging are prohibited; robust clawbacks reduce adverse incentive risk; minimal perquisites and no pensions limit pay entrenchment; severance multiples for EVPs are conventional (1x pre-CIC, 2x CIC) .
Sources: SBA Communications 2025 DEF 14A; 2024 8-K succession announcement; Donald E. Day SEC Form 3.
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