Mark R. Ciarfella
About Mark R. Ciarfella
Executive Vice President – U.S. Operations at SBA Communications; age 59, EVP since January 2014, joined SBA in 2007 after co‑owning a site development firm (1997–2007). He has >25 years in wireless, with operational leadership in tower development, site acquisition, and U.S. operations, and serves on the National Wireless Safety Alliance board . Company performance context: 2024 Adjusted EBITDA was $1,894.3 million; AFFO per share was $13.37; and SBA’s TSR value of an initial $100 investment was $89.44 vs $86.78 for large public tower peers, anchoring pay‑for‑performance calibration in annual and long‑term incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Florida-based site development services company | Co-owner | 1997–2007 | Provided site acquisition, zoning, construction and program management services to wireless industry; partner in tower company building towers in Florida |
| SBA Communications | Vice President – Tower Development | 2007–2010 | Led U.S. tower development pipeline and execution |
| SBA Communications | Senior Vice President – Operations | 2010–2013 | Ran operations, driving leasing and build programs |
| SBA Communications | Executive Vice President – U.S. Operations | 2014–present | Oversees U.S. operations and site leasing execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Wireless Safety Alliance | Board Member | Current | Industry safety certification and standards governance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 480,000 | 520,000 |
| Target Bonus % of Salary | — | 100% |
| Target Bonus ($) | — | 520,000 |
| Actual Bonus Paid ($) | 524,160 | 471,120 |
| Actual Bonus vs Target (%) | — | 90.6% |
Notes
- SBA sets other NEO (EVP) annual bonus targets at 100% of base salary; the 2024 design weights EBITDA (50%), Site Leasing Revenue (25%), and qualitative goals (25%) .
Performance Compensation
Annual Incentive (2024 Plan Design and Outcomes)
| Metric | Weighting | Minimum (50%) | Budget (75%) | Stretch (100%) | Maximum (200%) | Actual | Payout (% of Metric) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm, constant currency) | 50% | 1,859 | 1,897 | 1,935 | 2,011 | 1,916 | 87% |
| Site Leasing Revenue ($mm, constant currency) | 25% | 2,482 | 2,533 | 2,583 | 2,685 | 2,558 | 88% |
| Qualitative (leadership/process/cross-functional goals) | 25% | Scored 50–200% | Scored 50–200% | Scored 50–200% | Scored 50–200% | Streamlined set in 2024 | Scored by Committee |
- Ciarfella’s 2024 bonus earned 90.6% of target, translating to $471,120 on a $520,000 target .
Long-Term Incentive Structure (Granted March 6, 2024)
| Component | Weight | Threshold | Target | Maximum | Performance Period | Vesting |
|---|---|---|---|---|---|---|
| PSUs – AFFO per share | 60% | 50% | 100% | 200% | 3-year from Jan 1, 2024 | Earned at period end; settles thereafter |
| PSUs – Relative TSR vs MSCI US REIT Index | 20% | 25th pct=50% | 50th pct=100% | 75th pct=200% | 3-year from Jan 1, 2024 | Earned at period end; settles thereafter |
| PSUs – Average ROIC | 20% | 50% | 100% | 200% | 3-year from Jan 1, 2024 | Earned at period end; settles thereafter |
| Time RSUs | — | — | — | — | — | 3 equal annual installments beginning Mar 6, 2025 |
2024 Grants to Ciarfella (counts and grant-date values):
| Award | Shares (Target) | Grant Date | Grant-Date Fair Value ($) |
|---|---|---|---|
| PSUs – AFFO | 2,863 | 3/6/2024 | 621,185 |
| PSUs – ROIC | 954 | 3/6/2024 | 243,461 |
| PSUs – Relative TSR | 954 | 3/6/2024 | 206,989 |
| Time RSUs | 4,772 | 3/6/2024 | 1,035,381 |
| Total Stock Awards (2024 Summary Comp Table) | — | — | 2,107,016 |
Design notes
- SBA does not grant stock options as part of senior executive LTI; long-term awards mix PSUs and time RSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 37,609 shares; less than 1% of outstanding (108,028,122 shares) as of March 21, 2025 |
| Stock Ownership Guidelines | EVPs must hold shares equal to 3x base salary; 5-year compliance window; 100% net shares retained until met; shares counted for compliance may not be pledged |
| Hedging/Pledging Policy | Hedging prohibited; pledging prohibited for shares subject to ownership guidelines |
| Insider Transactions (Form 4) | Not retrieved due to API authorization error; recent selling pressure cannot be assessed here. |
Outstanding unvested equity (12/31/2024; counts and market values at $203.80):
| Award Type | Grant Year 2022 | Grant Year 2023 | Grant Year 2024 |
|---|---|---|---|
| Time RSUs (# / $) | 611 / $124,522 | 1,430 / $291,434 | 4,593 / $936,053 |
| PSUs – AFFO (# / $) | 3,662 / $746,316 | 4,288 / $873,894 | 5,726 / $1,166,959 |
| PSUs – Relative TSR (# / $) | 916 / $186,681 | 1,072 / $218,474 | 477 / $97,213 |
| PSUs – ROIC (# / $) | — | — | 954 / $194,425 |
Notes
- Market value reflects plan assumptions: AFFO PSUs shown at maximum; TSR PSUs at threshold; ROIC PSUs at target; RSUs at full count times $203.80 .
Employment Terms
| Provision | Executive Severance Plan (EVPs) |
|---|---|
| Covered Termination | Involuntary without Cause or resignation for Good Reason; also pro‑rata bonus on death/disability |
| Severance Multiple | 1x base + target bonus pre‑Change in Control (CIC); 2x post‑CIC (EVPs) |
| Double‑Trigger Equity | Equity accelerates only upon CIC + qualifying termination (or contemplated termination within 6 months pre‑CIC) |
| Benefits Continuation | Medical/dental/life continued up to applicable multiple of years; no tax gross‑ups |
| Restrictive Covenants | Cause includes breach of non‑competition, non‑interference, non‑disparagement, confidentiality (per plan agreement definitions) |
| Clawbacks | Broad “no fault” recoupment and Dodd‑Frank clawback policies cover erroneously awarded incentive comp |
Potential payments if terminated on 12/31/2024 (company disclosure):
| Scenario | Base Salary ($) | Bonus Multiple ($) | Pro Rata Bonus ($) | Accelerated Equity ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Good Reason/without Cause (no CIC) | 520,000 | 520,000 | 520,000 | — | 18,446 | 1,578,446 |
| Good Reason/without Cause (with CIC) | 1,040,000 | 1,040,000 | 520,000 | 3,944,549 | 36,892 | 6,581,441 |
Assumptions
- Equity values use $203.80 closing price and target performance where applicable, per disclosure .
Compensation Structure Analysis
- Equity‑heavy mix and three performance metrics (AFFO per share 60%, ROIC 20%, Relative TSR 20%) embed alignment to cash flow efficiency, capital allocation discipline, and market‑relative returns .
- Annual bonus redesign replaced AFFO with Site Leasing Revenue (25%) to avoid metric duplication across short and long term; EBITDA remains at 50%; qualitative reduced to 25% to align with best practices .
- No stock options issued in LTI for senior executives; multi‑year vesting and double‑trigger acceleration mitigate windfalls and promote retention .
- Perquisites are limited (supplemental medical insurance; 401(k) match; reimbursed personal aircraft usage) and no pension/SERP or tax gross‑ups, supporting shareholder‑friendly design .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support was 96% of votes cast; program changes incorporated investor feedback (metric mix, qualitative weighting, ROIC addition) .
Investment Implications
- Incentive alignment: Annual plan ties to EBITDA/Site Leasing Revenue; PSUs tied to AFFO, ROIC, and relative TSR—positive for cash flow and capital stewardship factors that drive tower REIT valuation .
- Vesting calendar: Time RSUs vest each March 6 (2025–2027) and PSUs earned over the three‑year period starting Jan 1, 2024—potential scheduled share delivery windows that can create predictable liquidity events; monitor Form 4 around those dates for selling pressure .
- Retention risk: Double‑trigger equity and severance (2x cash on CIC, 1x otherwise) reduce departure incentives; strong ownership guidelines and anti‑hedging/pledging policies further align interests, though beneficial ownership remains <1% .
- Execution track record: U.S. operations leadership tenure since 2014 with EBITDA/AFFO growth context and high say‑on‑pay support support continuity; continue to track qualitative scorecards and international metrics influencing annual payouts .