Jack Langer

About Jack Langer

Jack Langer, age 76, has served on SBA Communications’ Board since 2004 and is the current Lead Independent Director; he is a private investor and former Managing Director & Global Co-Head of the Media Group at Lehman Brothers, with prior senior investment banking roles at Bankers Trust and Kidder Peabody . He sits on the Audit Committee (designated “audit committee financial expert” under SEC rules) and chairs the Compensation Committee; the Board affirms his independence under Nasdaq standards . As Lead Independent Director, his duties include presiding over executive sessions, agenda approval, liaison with the Chair, authority to call meetings of independent directors, and direct availability to major shareholders .

Past Roles

External Roles

Board Governance

• Independence and leadership: Lead Independent Director (duties include executive session presiding, agenda approval, liaison with Chair, authority to call independent director meetings, investor availability) .
• Committee assignments: Audit Committee member and Compensation Committee Chair; Board confirms independence for all committee members .
• Financial expertise: Designated audit committee financial expert under SEC rules .
• Meetings and attendance: Board met 6 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; 9 of 10 directors attended the 2024 Annual Meeting .
• Committee activity: Audit Committee met 6 times (oversight includes financial reporting, auditor selection, internal audit, cybersecurity, related-person transaction approval) ; Compensation Committee met 5 times (exec/director comp, equity plans, clawbacks, say-on-pay review) .
• Shareholder engagement: SBA reached out to top 20 holders; calls with holders representing 19% of outstanding common stock; Langer and/or the NCG Chair participated in substantially all meetings .

Fixed Compensation (Director)

Performance Compensation (Director)

• No performance metrics are tied to director compensation (financial/ESG metrics are applied to executive compensation, not directors) .

Other Directorships & Interlocks

Expertise & Qualifications

• Investment banking leadership across media and telecommunications, with extensive capital raising and M&A experience; management/advisory experience with national/global companies .
• Audit committee financial expert designation and deep finance credentials supporting risk oversight and disclosure quality .
• Lead Independent Director governance responsibilities enhancing independent oversight and investor engagement .

Equity Ownership

• No pledging disclosed for Langer; pledging is prohibited for shares counting toward ownership requirements .
• Section 16(a) compliance: No delinquent filings disclosed for Langer; two other individuals had one late filing due to administrative error .

Insider Trades

Note: Share counts for insider gifts are not disclosed in SBA’s proxy; referenced filings indicate gift activity and trust holdings; details should be reviewed directly in the linked Form 4s.

Governance Assessment

• Positives

  • Independent leadership: Lead Independent Director role with robust duties; Langer is deeply engaged in shareholder outreach, enhancing board-investor dialogue .
  • Committee strength: Chairs Compensation Committee and is an Audit Committee member with “financial expert” designation; committees meet regularly (Comp: 5; Audit: 6) and are fully independent per Nasdaq/SEC standards .
  • Attendance: Board met 6 times in 2024 with ≥75% attendance by each incumbent director; strong annual meeting participation (9/10 directors) .
  • Alignment mechanisms: Director equity is granted annually and vests over three years; stock ownership guidelines require 5x annual retainer; hedging prohibited and pledging restricted for guideline shares .
  • Conflicts: No related-person transactions requiring disclosure since Jan 1, 2024; Audit Committee controls approvals .

• Potential watch items

  • Ownership via family trust: 15,442 shares held by the Jack Langer 2012 Irrevocable Family Trust with shared voting (disclaimed beneficial ownership except pecuniary interest)—monitor for any future pledging/hedging or related transactions, though none are disclosed .
  • Legacy options: 2,912 options outstanding; while director grants are now RSUs, legacy options can create optics of differing risk alignment versus pure RSUs; still modest in scale .

Director Compensation (Mix and Structure)

Meeting fees: None disclosed; committee membership (non-chair) does not pay additional fees; only committee chairs receive additional retainers .

Compensation Committee Analysis (under Langer’s chair)

• Committee independence and scope: Establishes CEO/EVP/CAO compensation, administers equity plans and clawbacks, reviews say-on-pay results, and reports to the Board; all members meet heightened independence standards .
• 2024 program changes in response to shareholder feedback: Replaced AFFO with Site Leasing Revenue in annual incentive metric mix; reduced the weight of qualitative/subjective components; added ROIC to long-term metrics—signals responsiveness and stronger capital efficiency orientation .

Say-on-Pay & Shareholder Feedback

• Shareholder engagement focus areas included board skill set and governance; Lead Independent Director and/or NCG Chair participated substantially in meetings, indicating board-level involvement in investor feedback loops .
• Management indicates use of say-on-pay feedback to inform committee actions; clawback policies and “double-trigger” change-in-control provisions in place .

Related Party Transactions and Conflicts

• Policy: Audit Committee approval required; preference to avoid related-party transactions; robust disclosure standards .
• Disclosure: No related-person transactions requiring reporting since Jan 1, 2024 .

Risk Indicators & Red Flags

• Hedging/pledging: Hedging prohibited; pledging prohibited for shares counted toward ownership guidelines; no pledging disclosed for Langer .
• Legal/SEC: No delinquent Section 16(a) reports for Langer; two other individuals had one late filing due to administrative error .
• Committee governance: Independent compensation consultants (no other services to the company) and strong “what we do/not do” governance practices reduce compensation risk .

Equity Ownership Alignment vs Guidelines

• Required minimum for directors: 5x annual retainer; includes 50% of unvested time RSUs; shares used for guideline compliance cannot be pledged; retention requirements until guidelines met .
• Langer’s beneficial ownership of 26,498 shares (<1%) plus RSUs/options suggests meaningful alignment; compliance status is not explicitly disclosed in proxy (monitor for continued accumulation through RSU vesting) .

References

• Board bios, roles, independence, and committee membership:
• Lead Independent Director duties, meetings, attendance:
• Audit Committee scope, meetings, independence, financial expert designation:
• Compensation Committee scope, meetings, independence:
• Director compensation policy, cash retainers, equity grants (dates, RSUs, vesting), 2024 director compensation table:
• Security ownership, trust holdings, RSU/option details:
• Stock ownership guidelines, hedging prohibition:
• Shareholder engagement and participation by Langer/NCG Chair:
• Related-party transaction policy and absence of reportable transactions:
• Section 16(a) delinquency disclosure:
• Form 4 references (insider activity):