Marc Montagner
About Marc Montagner
Marc Montagner (age 64) has served as Executive Vice President and Chief Financial Officer of SBA Communications since January 2024, after joining as EVP–Finance in October 2023 . He brings 30+ years of telecom and finance experience including CFO roles at Endurance International (2015–2021) and LightSquared (2012–Aug 2015), brief CFO role at Cerence (Apr–May 2022), senior banking roles at Banc of America Securities and Morgan Stanley, and corporate development at Sprint Nextel and France Telecom . In 2024 under the executive team, SBA delivered Adjusted EBITDA of $1,894.3M, AFFO per share of $13.37, and deployed over $1.2B of capital; shareholder say‑on‑pay support was 96% for 2024 compensation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cerence Inc. | Chief Financial Officer | Apr 2022–May 2022 | Oversaw finance during a transitional period at an automotive software company . |
| Endurance International Group (NASDAQ: EIGI) | Chief Financial Officer | 2015–2021 | Led finance for a diversified web‑hosting/SMB services provider . |
| LightSquared | Chief Financial Officer; previously EVP Strategy, Development & Distribution | CFO: 2012–Aug 2015; EVP: from Feb 2009 | Managed finance and strategic development for a satellite/terrestrial network operator . |
| Banc of America Securities | Managing Director & Co‑Head, Global TMT M&A | Pre‑2009 (prior to joining LightSquared) | Led telecom/media/tech M&A coverage . |
| Sprint Nextel | SVP, Corporate Development & M&A | Until Aug 2006 | Directed corporate development and M&A for a national carrier . |
| Morgan Stanley | Managing Director, Media & Telecom Group | Prior to Sprint Nextel | Advised telecom/media clients on strategic transactions . |
| France Telecom (Orange) | Head of Corporate Development – North America | Prior to Morgan Stanley | Led NA corporate development for a global operator . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cogent Communications | Director; Lead Independent Director | Director since Apr 2010; Lead Independent Director since Feb 2020 | Public company board leadership and governance oversight . |
| Intelsat | Director; Chair of Audit Committee | Feb 2022–Mar 2024 | Audit leadership at satellite operator . |
Fixed Compensation (2024)
| Component | 2024 |
|---|---|
| Base Salary | $640,000 . |
| Target Annual Bonus (% of base) | 100% of base salary . |
| Actual Annual Incentive Paid | $579,840 (90.6% of target) . |
| All Other Compensation | $18,225 total; includes supplemental medical insurance ($14,148), 401(k) match ($4,000), and a gym membership; personal aircraft only on reimbursed basis . |
Performance Compensation
Annual Incentive Plan (2024 design and outcomes)
- Formula: 50% Adjusted EBITDA; 25% Site Leasing Revenue; 25% qualitative (committee assessment) .
- Company results vs targets (constant currency for financial metrics) .
| Metric | Weight | Minimum (50%) | Budget (75%) | Stretch (100%) | Maximum (200%) | Actual 2024 | Payout factor |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | $1,859 | $1,897 | $1,935 | $2,011 | $1,916 | 87% |
| Site Leasing Revenue ($M) | 25% | $2,482 | $2,533 | $2,583 | $2,685 | $2,558 | 88% |
| Qualitative/Operational | 25% | — | — | — | — | Committee assessment | — (individualized) |
Montagner’s total AIP payout: 90.6% of target, or $579,840 on a $640,000 target .
Long‑Term Incentive (granted March 6, 2024)
- LTI target value: $2,800,000 .
- Mix and metrics: 50% Time‑based RSUs; 50% Performance RSUs measured on AFFO/share (60% of PSUs), Relative TSR vs MSCI US REIT Index (20%), and average ROIC (20%) .
- PSU performance curve: AFFO and ROIC vest at 50%/100%/200% of target (threshold/target/maximum); Relative TSR vests at 50%/100%/200% at the 25th/50th/75th percentile .
- Performance period: 1/1/2024–12/31/2026 for PSUs; Time RSUs vest in three equal annual installments on 3/6/2025, 3/6/2026, 3/6/2027 .
| Award Type | Grant Date | Target Shares | Notes |
|---|---|---|---|
| Time RSUs | 3/6/2024 | 6,215 | Vest 1/3 annually on each 3/6/25–27 . |
| PSU – AFFO/share (60% of PSUs) | 3/6/2024 | 3,729 | Earn 50%/100%/200% based on 3‑yr cumulative AFFO/share . |
| PSU – Relative TSR (20% of PSUs) | 3/6/2024 | 1,243 | Earn 50%/100%/200% at 25th/50th/75th percentile vs MSCI US REIT Index . |
| PSU – ROIC (20% of PSUs) | 3/6/2024 | 1,243 | Earn 50%/100%/200% based on average ROIC . |
Grant date fair values for 2024 awards are disclosed in the Grants of Plan‑Based Awards table (including Monte Carlo valuation for TSR PSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 2,321 shares as of March 21, 2025 . |
| Shares Outstanding | 108,028,122 shares as of March 21, 2025 . |
| Ownership (% of outstanding) | ~0.0021% (2,321 ÷ 108,028,122) . |
| Unvested Time RSUs (12/31/2024) | 3,176 RSUs (grant 10/17/2023; value $647,269) and 6,215 RSUs (grant 3/6/2024; value $1,266,617) . |
| Unearned PSUs Outstanding (12/31/2024) | AFFO: 7,458 units (shown at max; $1,519,940); TSR: 622 units (shown at threshold; $126,764); ROIC: 1,243 units (shown at target; $253,323) . |
| Stock Options | None reported (no options outstanding for Montagner) . |
| Ownership Guidelines | Executive VPs: 3x base salary; must retain 100% of net shares until met; newly appointed executives have five years to comply; shares used to meet requirements may not be pledged . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for shares counting toward ownership requirements . |
Notes: Company reports outstanding PSU share counts and values at different assumption levels (AFFO at maximum, TSR at threshold, ROIC at target) for year‑end disclosure .
Employment Terms
| Term | Provision |
|---|---|
| Role start | CFO effective January 2024; EVP–Finance from October–December 2023 . |
| Severance Plan (EVPs) | If terminated without Cause or resigns for Good Reason (a “Covered Termination”): cash severance equals 1x (no CIC) or 2x (with CIC) the sum of base salary + target bonus, plus pro‑rata bonus; benefits continue for the applicable multiple of years; no excise tax gross‑ups . |
| Illustrative amounts (Montagner) | Not in CIC: $640,000 base + $640,000 bonus multiple (1x), pro‑rata bonus $640,000, benefits $28,678; In CIC: $1,280,000 base + $1,280,000 bonus multiple (2x), pro‑rata bonus $640,000, benefits $57,356 . |
| Equity upon CIC | Double‑trigger acceleration for options/RSUs (CIC plus qualifying termination); retirement policy provides continued/pro‑rata vesting based on grant age and notice/compliance . |
| Clawbacks | Executive Recoupment Policy (over 10 years) for restatements or inaccurate metrics (regardless of fault), covering 3 prior years; separate Dodd‑Frank clawback for executive officers on restatements (regardless of fault) . |
| Retirement/401(k)/Perqs | No pension/SERP; 401(k) match 75% up to $4,000 in 2024 (increasing to 100% from Jan 1, 2025); supplemental medical premiums paid; minimal perquisites . |
| Anti‑hedging/pledging | See policies above; applies to officers . |
Compensation Structure Notes (design and governance)
- 2024 AIP redesign: replaced AFFO with Site Leasing Revenue to avoid duplicative metrics with LTI and reduced subjective component from 40% to 25% to align with best practices .
- 2024 LTI redesign: added ROIC to diversify metrics; for NEOs (ex‑CEO) LTI mix is 50% PSUs and 50% time‑based RSUs (3‑year vesting) .
- No stock options are granted as part of the executive compensation program; equity awards are RSUs/PSUs .
- Independent compensation consultant FW Cook; independent legal counsel (Norton Rose); no conflicts identified .
- Pay practices: robust stock ownership guidelines; double‑trigger CIC; no perquisite or CIC tax gross‑ups; comprehensive clawbacks; no option repricing; 2024 say‑on‑pay approval 96% .
Performance & Track Record (context during CFO tenure)
- 2024 financials: Adjusted EBITDA $1,894.3M; AFFO per share $13.37 .
- Capital deployment: over $1.2B in 2024 (portfolio expansion, dividend growth, buybacks) .
- Shareholder feedback: active engagement; executive compensation received 96% support at 2024 annual meeting .
Compensation Peer Group (benchmarking reference)
- 2024 peer group included American Tower, Crown Castle, Equinix, Digital Realty, Public Storage, Prologis, Realty Income, Extra Space Storage, Welltower, Ventas, AvalonBay, Equity Residential, Essex, Camden, Healthpeak, Iron Mountain, Lamar Advertising, OUTFRONT Media, Uniti, Viasat (and others listed) .
Investment Implications
- Alignment: High “at‑risk” mix with three‑year PSUs tied to AFFO, ROIC, and relative TSR, plus robust clawbacks and stock ownership requirements—supports pay‑for‑performance and long‑term focus .
- Retention and selling pressure: Time‑based RSUs vest over three years (3/6/25–27); PSUs cliff‑vest post 2026 performance period—suggesting moderate near‑term vesting events; no options outstanding for Montagner and no pledging disclosed for executives under guidelines .
- Change‑in‑control economics: EVP severance of 2x base + target bonus with double‑trigger equity; absence of tax gross‑ups mitigates shareholder‑unfriendly optics .
- Ownership “skin‑in‑the‑game”: Current direct beneficial ownership is modest (~0.0021% of outstanding), but guideline requires 3x salary with retention until met; continued vesting pipeline via RSUs/PSUs increases alignment over time .