Jay L. Johnson
About Jay L. Johnson
Independent director of SBA Communications (SBAC); age 48; joined the Board in 2022. He is Chief Financial Officer, Executive Vice President and Treasurer of Lamar Advertising Company (since October 2019), with prior CFO experience at DiamondRock Hospitality (2018–2019) and senior treasury roles at Host Hotels & Resorts (2015–2018), plus earlier finance and banking roles at KeyBank, Bank of America, Deloitte & Touche, Prudential Securities and Enron; he previously served on Newell Brands’ board (September 2020–May 2024) . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lamar Advertising Company | CFO, EVP & Treasurer | Oct 2019–present | Oversees IT/cybersecurity at Lamar |
| DiamondRock Hospitality Company | EVP & CFO | Apr 2018–Aug 2019 | REIT finance leadership |
| Host Hotels & Resorts, Inc. | SVP & Treasurer | Apr 2015–Mar 2018 | Corporate finance/treasury |
| Host Hotels & Resorts, Inc. | Corporate finance/treasury roles | 2010–2015 | Treasury and capital markets |
| KeyBank Real Estate Capital; Bank of America | Various banking roles | Not disclosed | Real estate capital markets |
| Deloitte & Touche LLP | Management consulting | Not disclosed | Advisory experience |
| Prudential Securities; Enron Corp. | Investment banking; trading | Not disclosed | Markets/trading background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lamar Advertising Company | CFO, EVP & Treasurer | Oct 2019–present | Oversees IT/cybersecurity |
| Newell Brands, Inc. | Director | Sep 2020–May 2024 | Board service (committee not disclosed) |
Board Governance
| Item | Details |
|---|---|
| Committees | Audit Committee (Chair); Nominating & Corporate Governance (Member) |
| Audit Committee meetings (2024) | 6 meetings; Johnson serves as Chair; committee oversees accounting, reporting, internal audit, related-party reviews, and cybersecurity/data privacy; audit committee financial expert designation applies to Johnson (and Beebe, Langer) |
| Independence | Board determined Johnson is independent; all committee members are independent |
| Attendance | Board held 6 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings |
| Lead Independent Director | Jack Langer; independent directors meet in executive session at least twice per year; Langer presides |
| Risk oversight | Audit oversees cybersecurity; quarterly CIO reports; Board risk oversight coordinated across committees |
Fixed Compensation
| Component (2024) | Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 |
| Audit Committee Chair retainer | $30,000 |
| Total cash fees (Johnson) | $130,000 |
| Annual equity grant | 906 RSUs granted May 23, 2024; vest in three equal installments on May 1, 2025, 2026, 2027 |
| Stock awards grant-date fair value (Johnson) | $171,044 |
| Total director compensation (Johnson) | $301,044 |
| Other | Directors reimbursed for incidental meeting expenses |
Performance Compensation
Directors receive time-based RSUs; no director performance-vesting is disclosed. For pay-for-performance context, SBAC’s executives’ annual incentive metrics for 2024 were Adjusted EBITDA and Site Leasing Revenue:
| Metric | Minimum (50%) | Budget (75%) | Stretch (100%) | Maximum (200%) | Actual | % Earned |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 1,859 | 1,897 | 1,935 | 2,011 | 1,916 | 87% |
| Site Leasing Revenue ($MM) | 2,482 | 2,533 | 2,583 | 2,685 | 2,558 | 88% |
Executive long-term incentives: 3-year PSUs based on AFFO/share (60%), Relative TSR vs MSCI US REIT (20%), and average ROIC (20%) with threshold/target/max vesting of 50%/100%/200% (Relative TSR at 25th/50th/75th percentile) .
Other Directorships & Interlocks
| Potential Interlock | Detail |
|---|---|
| Compensation peer group inclusion | Lamar Advertising Company is included in SBAC’s 2024 compensation peer group, while Johnson is Lamar’s CFO; SBAC notes use of independent consultants (FW Cook; Norton Rose) and independence reviews to mitigate conflicts . |
No related-party transactions requiring disclosure occurred since January 1, 2024 (Audit Committee reviews related person transactions) .
Expertise & Qualifications
- Designated audit committee financial expert; deep finance/accounting oversight and capital allocation experience across REITs and corporate finance .
- Cybersecurity oversight experience (oversees IT/cybersecurity at Lamar); aligns with SBAC Audit Committee’s cyber risk oversight mandate .
- Extensive public company governance exposure (prior Newell Brands board service; senior finance roles at public REITs) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Jay L. Johnson | 7,108 | <1% | Includes 6,725 shares issuable within 60 days via options/RSUs |
| RSUs Outstanding (12/31/2024) | 1,577 | — | Director RSUs |
| Options Outstanding (12/31/2024) | 10,000 | — | Director stock options |
| Ownership guidelines | Directors must hold equity equal to 5x annual retainer; retention requirements apply until met (50% of net shares; no pledging of shares counted toward guideline) | ||
| Hedging/Pledging | Hedging prohibited; pledging prohibited for shares used to satisfy ownership guidelines |
Governance Assessment
- Strengths: Independent director; Audit Chair and audit committee financial expert; committee oversees core controls, related-party reviews and cybersecurity; Board-wide clawback policies (Dodd-Frank and no-fault recoupment) enhance accountability .
- Engagement/attendance: Board met 6 times in 2024; all incumbents ≥75% attendance; active shareholder engagement with Lead Independent Director participation; 96% Say-on-Pay support in 2024 signaling investor confidence in pay design .
- Alignment: Director pay mix combines cash retainer with multi-year equity; robust stock ownership guidelines and anti-hedging/pledging policies support long-term alignment .
- Potential red flags: Perception risk given Johnson’s CFO role at Lamar while Lamar is in SBAC’s compensation peer group; mitigated by independent consultant use, committee independence, and explicit conflict-of-interest policies (no related-party transactions reported in 2024) .
- No disclosed conflicts/related-party exposure: Audit Committee reviews related party transactions; none requiring disclosure since Jan 1, 2024 .