Joshua M. Koenig
Executive Vice President, Chief Administrative Officer and General Counsel at SBA COMMUNICATIONS
Executive
About Joshua M. Koenig
Joshua M. Koenig is Executive Vice President, Chief Administrative Officer and General Counsel of SBA Communications, serving in this role since January 1, 2023; he joined SBA in January 2010 after practicing corporate and finance law at Simpson Thacher & Bartlett, is a member of the New York Bar and authorized house counsel in Florida, and is 45 years old . Under his tenure in the executive leadership team, SBA delivered 2024 Adjusted EBITDA of $1,894.345 million and AFFO per share of $13.37, while cumulative TSR since 2019 equated to $89.44 per initial $100 investment in 2024, reflecting the REIT/tower cycle, FX headwinds and customer consolidation impacts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SBA Communications | EVP, Chief Administrative Officer & General Counsel | 2023–present | Enterprise admin, legal, governance; part of executive leadership team |
| SBA Communications | Senior Vice President, Legal – International | 2010–2022 (not individually dated) | Led international legal and operations support across 13 countries |
| SBA Communications | Vice President & Associate General Counsel – International | 2010–2022 (not individually dated) | International structuring, transactions, compliance |
| SBA Communications | Assistant Secretary & Corporate Counsel – Finance & Compliance | 2010–2022 (not individually dated) | Financing, corporate compliance, governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett | Associate (corporate & financing transactions) | Prior to 2010 (years not disclosed) | Large-cap transactions and financing expertise |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base Salary | $510,000 | EVP level aligned with peer data; EVPs saw ~8.3–8.5% salary increases in 2024 |
| Target Bonus % | 100% of base salary | Bonus caps at 200% of target |
| Actual Bonus Paid | $487,560 (95.6% of target) | Reflects company metric attainment and individual assessment |
Performance Compensation
2024 Annual Incentive Structure
| Metric | Weighting | Minimum (50%) | Budget (75%) | Stretch (100%) | Maximum (200%) | Actual 2024 | % 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 (role-specific objectives) | 25% | 50% threshold scoring | 75% budget scoring | 100% stretch scoring | 200% maximum scoring | Streamlined cross-functional and governance objectives | Individual assessment driven |
Notes: 2024 annual plan replaced AFFO with Site Leasing Revenue based on shareholder feedback; subjective portion reduced from 40% to 25% to align with best practices .
2024 Long-Term Incentive (granted March 6, 2024)
| Element | Metric | % of PRSUs | Target Shares | Vesting / Performance Curve | Rationale |
|---|---|---|---|---|---|
| Performance RSUs | AFFO per share | 60% | 2,664 | 50% threshold, 100% target, 200% max over 3 years | Core value driver for tower REITs |
| Performance RSUs | Relative TSR (vs. MSCI US REIT Index) | 20% | 888 | 25th pct=50%, 50th=100%, 75th=200% | Aligns payout to shareholder returns |
| Performance RSUs | Average ROIC | 20% | 888 | 50% threshold, 100% target, 200% max over 3 years | Capital allocation effectiveness |
| Time RSUs | N/A | N/A | 4,440 | 3 equal annual installments starting 3/6/2025 | Retention balance in higher-rate environment |
| LTI Target Value (2024) | Grant Date | Derived Price Basis | Accounting Values (illustrative) |
|---|---|---|---|
| $2,000,000 | 3/6/2024 | Avg close Jan–Feb (internal derived price) | PSU AFFO/ROIC valued at $216.97; PSU TSR valued via Monte Carlo at $255.20; RSU fair value by close prior to grant |
2022 PSU payouts: AFFO exceeded maximum (200% payout); relative TSR fell below threshold (0% payout), demonstrating strict pay-for-performance design .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (3/21/2025) | 15,200 shares; less than 1% of outstanding |
| Options (Exercisable) | 2,724 @ $156.50 exp. 3/6/2025; 9,121 @ $182.30 exp. 3/6/2026 |
| Stock Price Reference | $203.80 close on 12/31/2024 (basis for market values) |
| Unvested Time RSUs (12/31/2024) | 4,440 units; $904,872 market value |
| Unvested PSUs (12/31/2024) | AFFO: 5,328 units ($1,085,846); TSR: 444 units ($90,487); ROIC: 888 units ($180,974) — counts reflect footnote performance assumptions (AFFO at max, TSR at threshold, ROIC at target) |
| Ownership Guidelines | EVPs required to hold 3x base salary; retention of 100% net shares until met; 5-year compliance window for new/promoted executives; shares used to meet guidelines may not be pledged |
| Hedging / Pledging | Hedging prohibited for officers; pledging of shares subject to ownership requirements prohibited |
| Clawbacks | “No-fault” recoupment (3-year lookback) and Dodd-Frank compliant clawback for erroneous awards |
Employment Terms
| Provision | Executive Vice Presidents (incl. Koenig) | Notes |
|---|---|---|
| Severance Multiple (without CIC) | 1x base + 1x target bonus; pro-rata bonus; benefit continuation up to 1 year | Lump sum payment |
| Severance Multiple (with CIC, double-trigger) | 2x base + 2x target bonus; pro-rata bonus; benefit continuation up to 2 years | Double-trigger for equity acceleration; CIC definitions per plan |
| Equity Vesting on CIC | Double-trigger acceleration only (plan amended since 2017; 2020 plan requires same) | |
| Retirement Policy | Qualified retirement permits continued/pro-rata vesting; subject to confidentiality and non-compete covenants | |
| Tax Gross-Ups | No tax gross-ups on change-in-control benefits or perquisites |
Compensation Structure Analysis
- Pay mix is highly performance/equity-based: EVPs’ target total comp averages ~85% performance/equity-based; CEO 90% in 2024, reinforcing alignment with shareholder outcomes .
- Annual plan changes lowered discretionary component (40%→25%) and replaced AFFO with Site Leasing Revenue to avoid metric duplication and improve linkage to core operations; LTI added ROIC for capital efficiency .
- Strong governance: anti-hedging/anti-pledging, robust stock ownership, independent comp committee and consultants, clawbacks; no repricing, no liberal CIC definitions, no tax gross-ups .
Risk Indicators & Red Flags
- Clawbacks in place and enforced by policy, reducing misconduct risk .
- Related party transactions: none reportable since 1/1/2024, lowering conflict risk .
- Section 16 compliance: company reports timely filings in 2024 except one late report for two other insiders; no issues noted for Koenig .
- Say-on-pay support: 96% approval at 2024 annual meeting, indicating broad shareholder acceptance of the pay design .
Say-on-Pay & Shareholder Feedback
- 2024–2025 engagement with top holders led to annual plan and LTI metric changes; 96% Say-on-Pay approval in 2024 underscores positive reception to pay-for-performance design and governance enhancements .
Equity Grant and Vesting Schedule (Precision for trading pressure analysis)
| Grant Type | Grant Date | Shares | Vesting Dates / Period |
|---|---|---|---|
| Time RSUs | 3/6/2024 | 4,440 | 1,480 per year on 3/6/2025, 3/6/2026, 3/6/2027 (equal installments) |
| PSUs – AFFO | 3/6/2024 | 2,664 target | 3-year performance period (2024–2026), payout 50–200% |
| PSUs – TSR | 3/6/2024 | 888 target | 3-year performance period (2024–2026), 25th/50th/75th percentile = 50%/100%/200% |
| PSUs – ROIC | 3/6/2024 | 888 target | 3-year performance period (2024–2026), payout 50–200% |
| Options | 3/6/2018; 3/6/2019 | 2,724; 9,121 | Expire 3/6/2025 and 3/6/2026; strikes $156.50 and $182.30; with stock at $203.80 on 12/31/2024, both were in-the-money as of that date |
Investment Implications
- Alignment: High proportion of performance/equity pay, strict PSU curves, ownership guidelines, and clawbacks align Koenig with shareholder outcomes and reduce agency risk .
- Vesting calendar: Predictable annual RSU settlements (each March) and PSU tranches in early 2027 may create periodic liquidity events; anti-hedging and retention rules moderate near-term selling pressure until guidelines are met .
- Retention and CIC economics: EVP severance multiples (1x pre-CIC; 2x post-CIC) and double-trigger equity significantly lower windfall risk while preserving retention, resulting in balanced change-of-control exposure for investors .
- Execution risk: 2024 annual bonus near target (95.6%) indicates solid operational execution against EBITDA and Site Leasing Revenue in a challenged macro/FX environment; PSU outcomes hinge on 2024–2026 AFFO, relative TSR vs REITs, and ROIC, maintaining forward-looking discipline .