Jeffrey A. Stoops
About Jeffrey A. Stoops
Jeffrey A. Stoops, age 66, is Non‑Executive Chairman of the Board at SBA Communications (SBAC). He has served as a director since 1999, became Chair in January 2024 after retiring as President (since April 2000) and Chief Executive Officer (January 2002–December 2023), and previously served as Chief Financial Officer, bringing deep operating and financial expertise in wireless infrastructure . He is not classified as an independent director (SBA notes that, other than the CEO and former CEO, all directors are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SBA Communications | Non‑Executive Chairman of the Board | Jan 2024–present | Presides over board meetings, sets agendas per governance framework; lead independent director provides added oversight . |
| SBA Communications | President; Chief Executive Officer | President Apr 2000–Dec 2023; CEO Jan 2002–Dec 2023 | Led strategy and growth; retired Dec 31, 2023; succeeded by Brendan Cavanagh . |
| SBA Communications | Chief Financial Officer (prior role) | Prior to 2000 | Financial leadership and capital markets background . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Custom Truck One Source, Inc. | Director (public company) | Jul 2019 – Apr 2021 | Board service at specialty equipment company . |
Board Governance
- Committee assignments: None; Stoops serves solely as Non‑Executive Chair (not on Audit, Compensation or Nominating & Corporate Governance committees) .
- Independence: Not independent (former CEO); Lead Independent Director is Jack Langer .
- Board structure: Classified board; Stoops is a Class II nominee for a term expiring at the 2028 annual meeting .
- Attendance: In 2024 the Board held six meetings; each incumbent director attended at least 75% of the combined Board and committee meetings; nine of ten directors attended the 2024 annual meeting .
- Executive sessions: Independent directors regularly meet in executive session with the Lead Independent Director presiding; at least twice per year at regularly scheduled meetings .
- Committee governance context: Audit (Chair: Jay Johnson), Compensation (Chair: Jack Langer), and NCG (Chair: George Krouse) are fully independent; Compensation Committee uses independent advisor FW Cook and independent counsel Norton Rose Fulbright; committee independence and lack of conflicts affirmed .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director cash retainer | $100,000 | Standard non‑employee director retainer. |
| Additional Chair retainer | $150,000 | Paid to Chair of the Board. |
| Committee chair/member fees | $0 for members; $30,000 for committee chairs (not applicable to Stoops) | Stoops is not a committee chair or member . |
| Fees earned or paid in cash (Stoops, 2024) | $250,000 | Reflects director + Chair retainers (footnote (3)) . |
Performance Compensation
Directors do not have performance‑based cash plans; equity is time‑vested.
| Grant/Instrument | Grant date | Shares/Units | Grant date fair value | Vesting terms |
|---|---|---|---|---|
| Annual RSU (director program) | May 23, 2024 | 906 | $171,044 | Vests ratably over 3 years on May 1 of each year per policy . |
| Annual RSU (director program) | May 23, 2025 | 994 | N/A (Form 4) | Director awards vest in three equal annual installments per policy ; Form 4 confirms grant: 994 RSUs (A-Award) . |
| Equity outstanding (as of Dec 31, 2024) | — | RSUs: 49,403; Stock options: 287,047 | — | Aggregate outstanding awards reported in director compensation table . |
Notes:
- Policy details: Annual equity grant value set at $190,000 for 2024; RSUs calculated off average March–April closing price; immediate vesting upon board resignation after 3+ years of service .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Custom Truck One Source, Inc. | Director | 2019–2021 | No interlocks at SBAC committees indicated . |
Expertise & Qualifications
- Senior leadership and industry expertise: 20+ years leading SBAC as President/CEO; deep competitive and operational knowledge of wireless infrastructure .
- Finance and capital allocation: Prior CFO; extensive experience overseeing M&A, capital structure and long‑term AFFO/EBITDA objectives as CEO .
- Governance: Now Non‑Executive Chair; experienced in CEO succession and board refresh oversight .
Equity Ownership
| Item (as of Mar 21, 2025 record date) | Amount/Notes |
|---|---|
| Total beneficial ownership | 652,276 shares; less than 1% of outstanding . |
| Exercisable options/RSUs within 60 days included | 149,748 shares within total . |
| Indirect holdings (trusts) | 18,175 shares across trusts for children and descendants; disclaimed except to extent of pecuniary interest . |
| Indirect holdings (CRLP) | 259,863 shares held by Calculated Risk Partners, L.P.; controlled with spouse via GP; disclaimed except to extent of pecuniary interest . |
| Shared voting/investment power with spouse | 466,364 shares . |
| Shares held by Stoops Family Foundation | 94,744 shares; no pecuniary interest; shared voting with spouse . |
| Pledged or margin account shares | 353,842 shares pledged/held in margin account; in compliance with SBA pledging policy as of Mar 21, 2025 (policy prohibits pledging of shares that count toward ownership requirements) . |
Insider Trades (Form 4 highlights, 2024–2025)
| Date (txn) | Type | Shares | Price | Post‑txn ownership | Source |
|---|---|---|---|---|---|
| 2025‑05‑23 | RSU award (director annual) | 994 | $0 | 994 | |
| 2025‑05‑01 | RSU vest/convert; tax withholding | 302 (M); 84.559 (F) | $0; $243.40 | 129,963.626 | |
| 2025‑03‑06 | RSU/PRSU vests; tax withholding | 3,468 (M); 1,283.159 (F) | $0; $220.38 | 129,746.185 | |
| 2025‑03‑04 | Multiple vests; tax withholding | 17,788 (M); 6,999.578 (F); other related entries | $0; $221.51 | 117,869.972 | |
| 2025‑01‑28 | Option exercise; tax withholding | 137,601 (exercise, M); 116,279 (F) | $156.50; $207.94 | 114,904.972 | |
| 2024‑12‑03 | Gift | 16,000 | $0 | 93,582.972 | |
| 2024‑08‑01 | Open market sale | 47,900 | $221.98 | 111,447.972 | |
| 2024‑08‑01 | Open market sale | 1,865 | $222.66 | 109,582.972 | |
| 2024‑05‑23 | RSU award (director annual) | 906 | $0 | 906 | |
| 2024‑03‑06 | RSU vest; tax withholding | 3,468 (M); 1,283.16 (F) | $0; $216.50 | 159,347.972 | |
| 2024‑03‑04 | Multiple RSU/PRSU vests; tax withholding | 20,236; 2,965; 7,241.467; 1,097.049; 3,373; 1,248.009 (mix of M/F) | $0; $208.29 | 142,300.648 (after entries) |
M = exempt acquisition (e.g., vesting/option exercise); F = tax withholding; A = award grant. Post‑transaction ownership figures reflect Form 4 “securitiesOwned” values.
Director Compensation (2024 actual)
| Item | Amount |
|---|---|
| Cash fees (retainers) | $250,000 |
| Stock awards (aggregate grant‑date fair value) | $171,044 |
| Total | $421,044 |
| 2024 annual director RSU grant (units) | 906 |
| RSUs and options outstanding at 12/31/2024 | RSUs: 49,403; Options: 287,047 |
Related Party Transactions and Conflicts
- Related‑party transactions: None requiring disclosure since January 1, 2024 (Item 404(a) of Regulation S‑K) .
- Hedging/shorting: Prohibited for directors under Insider Trading Policy; options timing constraints also disclosed .
- Pledging: Policy prohibits pledging of shares that count toward stock ownership requirements; footnote discloses 353,842 shares pledged or in a margin account for Stoops, in compliance with policy as of Mar 21, 2025 (RED FLAG for some investors despite compliance) .
Say‑on‑Pay & Shareholder Signals
- Say‑on‑pay approval: 96% support at 2024 annual meeting, indicating strong shareholder approval of compensation program design .
- Shareholder engagement: Outreach to top holders; board and committee leaders (Lead Independent Director and NCG Chair) participated in meetings .
Equity Alignment & Ownership Guidelines
- Robust stock ownership guidelines apply to directors and officers; hedging prohibited; majority voting/resignation policy in uncontested elections; proxy access available .
Governance Assessment
Strengths:
- Experienced Non‑Executive Chair with deep company/industry knowledge; Chair/CEO roles separated; Lead Independent Director adds counterbalance .
- Fully independent key committees; independent compensation advisor FW Cook with no conflicts; clawback policies in place .
- Attendance threshold met by all incumbents; structured succession planning disclosed .
Risks/Red Flags:
- Not independent due to former CEO status; no committee service offsets that potential concentration .
- Significant share pledging (353,842 shares) though compliant with policy—can concern some investors about forced‑sale risk in stress scenarios .
- Large legacy option overhang (287,047 options outstanding at 12/31/2024) and notable selling/tax‑withholding activity in 2024–2025; monitor for potential signaling effects and Form 4s (see Insider Trades table).
Overall, Stoops’ chairmanship provides continuity and strategic context, but investors should weigh the non‑independence and pledged‑shares posture against otherwise strong board structures, policies, and shareholder support .