George R. Krouse, Jr.
About George R. Krouse, Jr.
Independent director of SBA Communications since 2009; age 79. Retired partner at Simpson Thacher & Bartlett LLP, where he practiced corporate, capital markets, and M&A for 37 years, including service as Head of the Corporate Department, managing partner, and Executive Committee member; appointed Senior Lecturing Fellow at Duke Law in 2006 and served for many years on the Duke Law Board of Visitors. Brings deep governance, legal, M&A, and capital markets expertise; currently chairs SBA’s Nominating & Corporate Governance (NCG) Committee and serves on the Audit Committee; the Board has affirmatively determined he is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner; Head of Corporate Dept.; Managing Partner; Executive Committee member | 37 years; retired Dec 2007 | Advised large companies on governance, risk oversight, capital markets, M&A; senior financial/business management experience at the firm |
| SBA Communications (Board) | Independent Director | Director since 2009 | Chair, NCG Committee; Member, Audit Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke University School of Law | Senior Lecturing Fellow | Appointed 2006 | Academic contribution in corporate law/governance |
| Duke University School of Law | Board of Visitors | “Many years” (not specified) | Governance and advisory role; recipient of Distinguished Alumni Award (2002) |
Board Governance
- Independence: Board annually determines independence under Nasdaq standards; Krouse is independent.
- Board/Committee service: Audit Committee member (6 meetings in 2024); Chair, NCG Committee (5 meetings in 2024).
- Board attendance: Board met 6 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; 9 of 10 directors attended the 2024 AGM.
- Lead independent oversight: Lead Independent Director presides over executive sessions; NCG Chair (Krouse) nominates Lead Independent Director when Chair is not independent.
- Shareholder engagement: Lead Independent Director and/or NCG Chair participated in substantially all engagement meetings in 2024 (reached out to top 20 holders, met with holders of ~19% of shares).
- Governance structures: Classified board; majority voting in uncontested elections; robust anti-hedging and anti-pledging policies; clawbacks; proxy access.
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director retainer |
| Committee chair fee (NCG) | $30,000 | Chair retainer |
| Total cash | $130,000 | Reflected in 2024 director compensation table |
Performance Compensation (Director Equity)
Note: SBA directors receive time-vested RSUs; no performance conditions apply (aligns interests but is not “at-risk” on metrics).
| Grant Detail | Value/Units | Vesting | Notes |
|---|---|---|---|
| Annual equity grant policy | $190,000 | N/A | Policy sets annual grant value for non-employee directors |
| 2024 grant (all non-employee directors) | 906 RSUs | 1/3 on May 1 of 2025, 2026, 2027 | Granted May 23, 2024; pro-rata for new directors |
| 2024 grant (Krouse) – reported fair value | $171,044 | Matches 2024 director table | FASB ASC 718 value for 2024 award |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed for current public companies | — | — | No current public company directorships listed for Krouse in SBA’s proxy. |
Expertise & Qualifications
- Decades of corporate/M&A and capital markets counsel; led Simpson Thacher’s Corporate Department and served in firm leadership.
- Recognized governance expertise; academic appointment at Duke Law; distinguished alumni award.
- Board-level governance leader (NCG Chair); Audit Committee experience; contributes to shareholder engagement.
Equity Ownership (Alignment)
| Item | Amount | Source/Notes |
|---|---|---|
| Beneficial ownership (Mar 21, 2025) | 9,310 shares (<1%) | Includes 1,226 shares issuable within 60 days (options/RSUs) |
| RSUs outstanding (12/31/2024) | 1,577 units | Aggregate RSUs outstanding as of year-end 2024 |
| Stock options outstanding (12/31/2024) | 501 options | Unexercised options outstanding as of year-end 2024 |
| Director ownership guideline | 5× annual retainer | Must retain shares until met; prohibited from pledging shares counted toward requirement |
| Hedging/Pledging policy | Hedging prohibited; no pledging of guideline-counted shares | Applies to directors and officers |
Approximate indicative value: 9,310 shares × $203.80 (12/31/2024 close used by SBA) ≈ $1.90 million. Underlying inputs: holdings and price reference .
Related Party & Conflicts
- Related party transactions: None with directors/executives/5% holders since January 1, 2024 requiring Item 404(a) disclosure.
- Policies: Audit Committee reviews/approves related person transactions; Code of Conduct requires disclosure and recusal; anti-hedging/pledging; political contributions tightly controlled.
- Independence: Board affirmatively determined Krouse is independent.
Signals from Compensation & Shareholder Votes (Governance Context)
- Director pay mix: Balanced cash retainer plus time-vested RSUs; 2024 RSU grant of 906 units with 3-year ratable vesting supports alignment via multi‑year ownership.
- Say-on-Pay support: 96% approval at 2024 meeting indicates broad investor support for SBA’s pay program and governance; 2024–2025 engagement focused on board skills and governance.
Risk Indicators & Red Flags
- Attendance: All incumbents ≥75% attendance across Board/committees in 2024; Board met 6 times—no attendance red flag disclosed.
- Conflicts/related parties: None disclosed for 2024 period.
- Hedging/pledging: Prohibited under policy (mitigates alignment risk).
- Board structure: Classified Board (continuity benefits; some investors prefer annual elections).
Governance Assessment
- Strengths: Long-tenured independent director with deep corporate law/M&A/governance expertise; chairs NCG (oversees board composition, evaluations, succession, sustainability oversight); sits on Audit; active in shareholder engagement; robust conflict, hedging/pledging, and clawback policies; strong shareholder support for compensation program.
- Watch items: Advanced director age and long tenure (since 2009) suggest the importance of continued board refresh and succession; SBA maintains a classified board, which some governance frameworks scrutinize.