Laurie Bowen
About Laurie Bowen
Laurie Bowen, age 63, is an independent director of SBA Communications (SBAC) since 2023 with over three decades of executive leadership in global telecommunications and technology. She serves on the Compensation Committee and the Nominating and Corporate Governance (NCG) Committee, bringing CEO-level experience across international telecom portfolios and growth strategies. The Board has affirmed her independence under Nasdaq standards; in 2024 the Board met six times and each incumbent director attended at least 75% of Board and committee meetings they served on .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telecom Italia Sparkle Americas | Chief Executive Officer | 2016–2018 | Led international wholesale operations across the Americas; growth strategy execution |
| Cable & Wireless Communications plc | CEO, Business Solutions | 2013–2015 | Led enterprise segment; portfolio growth across international markets |
| Tata Communications; BT Group plc; IBM | Senior executive positions | Prior to 2013 (years not specified) | Senior management roles in global telecommunications/technology |
External Roles
| Company | Listing | Role | Tenure | Committee roles |
|---|---|---|---|---|
| Chemring Group PLC | LSE | Non-executive director | Since 2019 | Chair of the Compensation Committee |
| Ricardo PLC | LSE | Non-executive director | 2015–2024 | Chair of the Nomination Committee |
| Transcom Worldwide AB | Nasdaq Stockholm | Non-executive director | Prior service (dates not specified) | Not specified |
Board Governance
- Committees: Compensation and NCG (not chair) .
- Independence: Board annually reviews; Bowen is independent under Nasdaq rules .
- Attendance: Board held six meetings in 2024; each incumbent director attended ≥75% of Board and committee meetings served; 9 of 10 directors attended the 2024 Annual Meeting .
- Committee activity: Audit (6 meetings), Compensation (5), NCG (5) in 2024 .
- Executive sessions: Non-management directors meet in executive session at each regular Board meeting; independent directors meet at least twice annually .
- Lead Independent Director: Jack Langer .
- Governance practices: Majority voting standard; director resignation policy; anti-hedging and restricted pledging policies for shares counted toward ownership; robust stock ownership guidelines .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer | Non-employee director retainer | $100,000 |
| Additional fees | Committee chair, Lead Independent Director, Chair of Board | N/A to Bowen (not a chair) |
| Equity grant | Annual RSUs; derived price = average closing price in March–April; vests ratably over three years (May 1 each year) | $190,000 policy value; 906 RSUs granted May 23, 2024; Bowen’s grant date fair value $171,044 |
| Total director compensation (2024) | Cash + Stock | $271,044 (cash $100,000; stock awards $171,044) |
- RSU vesting and acceleration: Annual RSUs vest ratably over three years; immediate vesting upon resignation applies only if the director has completed three full years of service prior to resignation (acceleration provisions per plan) .
Performance Compensation
As a Compensation Committee member, Bowen oversees executive pay-for-performance design. SBA’s 2024 annual incentive program metrics and outcomes were:
| Metric | Minimum (50%) | Budget (75%) | Stretch (100%) | Maximum (200%) | Actual | % Earned |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm)* | $1,859 | $1,897 | $1,935 | $2,011 | $1,916 (constant currency) | 87% |
| Site Leasing Revenue ($mm)* | $2,482 | $2,533 | $2,583 | $2,685 | $2,558 (constant currency) | 88% |
- Design changes in 2024: Replaced AFFO with Site Leasing Revenue for the annual bonus to avoid metric duplication with LTIP; reduced qualitative component from 40% to 25%; added ROIC to LTIP metrics (Performance RSUs: 60% AFFO/share, 20% relative TSR vs MSCI US REIT, 20% average ROIC; vesting 50%/100%/200% at threshold/target/max) .
- Clawbacks: Long-standing “no-fault” recoupment for incentive pay tied to restatements or inaccurate metrics (look-back 3 years) and Dodd-Frank clawback policy for Section 16 officers .
- Independent advisors: FW Cook (compensation consultant) and Norton Rose Fulbright (legal) retained; committee determined independence and no conflicts .
Other Directorships & Interlocks
- Current public boards: Chemring (Comp Chair) .
- Prior public boards: Ricardo (Nomination Chair); Transcom .
- Shared directorships/interlocks: None disclosed with SBAC customers/suppliers; Audit Committee reviews related person transactions; none reportable since Jan 1, 2024 .
Expertise & Qualifications
- Deep global telecom/technology leadership; senior executive and CEO experience in wholesale and enterprise telecom .
- Skills include global perspective, telecom/technology domain, senior leadership, M&A/strategy; Board nominated her for growth strategy expertise across international portfolios .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 2,705 shares of Class A common stock (as of Mar 21, 2025) |
| Shares issuable within 60 days | 2,550 shares via options/RSUs vesting/exercisable |
| RSUs outstanding (12/31/24) | 1,402 units |
| Stock options outstanding (12/31/24) | 10,000 options |
| Pledging/hedging | Directors prohibited from hedging; cannot pledge shares that count toward ownership requirements |
| Ownership guidelines | Directors must hold value equal to 5x annual retainer; retention requirements: 100% of net shares until met; newly appointed have five years and must retain 50% of net shares until compliant |
Note: Individual compliance status with ownership guidelines is not disclosed for directors; security ownership is provided above .
Governance Assessment
- Committee roles and engagement: Active member of Compensation and NCG Committees; signatory to Compensation Committee Report, indicating direct involvement in CD&A and oversight .
- Independence and attendance: Affirmed independent; Board and committees demonstrated regular activity in 2024; ≥75% attendance for incumbents .
- Shareholder alignment and oversight: Strong governance infrastructure including majority voting, director resignation policy, executive sessions, clawbacks, anti-hedging, and robust ownership guidelines .
- Say-on-Pay signal: 96% approval in 2024 supports investor confidence in Compensation Committee decisions Bowen helps oversee; 2024–2025 engagement included outreach to top holders (58% of outstanding) and discussions covering governance and board skill sets .
- Conflicts and red flags: No related party transactions requiring disclosure since Jan 1, 2024; no hedging or prohibited pledging allowed; no late Section 16(a) filings referenced for Bowen (late filings noted for others) .
Overall, Bowen’s telecom and global operations expertise, independent status, and active committee participation support board effectiveness and investor confidence; no material conflicts or alignment concerns are disclosed in SBAC’s latest proxy .