Mary S. Chan
About Mary S. Chan
Mary S. Chan is an independent director of SBA Communications, age 62, and has served on the Board since 2015. She is Chief Operating Officer of Nikola Corporation (since Oct 2023) and Managing Partner of VectoIQ, LLC (since Feb 2016), with prior senior leadership roles at General Motors, Dell, Alcatel‑Lucent/Lucent, and AT&T Network Systems, bringing deep telecommunications and wireless technology expertise to the Board. The Board cites her 25+ years of global management experience and leadership of GM’s global 4G LTE rollout as key qualifications. She currently serves on the board of Magna International and previously served on the boards of CommScope Holding, Dialog Semiconductor PLC, and Microelectronics Technology, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nikola Corporation | Chief Operating Officer | Oct 2023 – present | Senior operator; note Nikola filed for voluntary Chapter 11 in Feb 2025 as part of a structured sale process (reputational/time‑commitment consideration). |
| VectoIQ, LLC | Managing Partner (co‑founder) | Feb 2016 – present | Smart transportation consulting; industry connectivity expertise. |
| VectoIQ Acquisition Corp. II | President & COO | Jan 2021 – Dec 2022 | SPAC leadership (capital markets/transactional experience). |
| General Motors | President, Global Connected Consumer & OnStar Service | May 2012 – Apr 2015 | Led global infotainment and 4G LTE launch across GM brands. |
| Dell Inc. | SVP & GM, Enterprise Mobility Solutions & Services | Sep 2009 – Mar 2012 | Expanded mobility product/service offerings. |
| Alcatel‑Lucent / Lucent Technologies | Various EVP/SVP roles incl. President of 4G/LTE Wireless Networks and Global Wireless Networks | Dec 2000 – Aug 2009 | Wireless networks leadership; telecom infrastructure expertise. |
| AT&T Network Systems | Product/platform development (2G/3G systems) | Prior to 2000 | Early wireless systems engineering/operations grounding. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magna International Inc. | Director (public company) | Current | Global auto supplier; cross‑industry perspective. |
| CommScope Holding Company, Inc. | Director (public company) | Prior | Network infrastructure supplier; industry adjacency. |
| Dialog Semiconductor PLC | Director (public company; previously listed) | Prior | Semiconductor systems solutions; technology depth. |
| Microelectronics Technology, Inc. | Director (public company) | Prior | Wireless communications products; international exposure. |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance (NCG) Committee member. Mary is not a committee chair.
- Committee activity in 2024: Compensation Committee met 5 times; NCG Committee met 5 times.
- Independence: The Board affirmatively determined Ms. Chan is independent under Nasdaq standards.
- Board meetings and attendance: The Board met 6 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; 9 of 10 directors attended the 2024 AGM.
- Executive sessions: Non‑management directors hold executive sessions at each regular Board meeting; independent directors meet in executive session at least twice a year; a Lead Independent Director role is established.
- Lead Independent Director: Duties include presiding at executive sessions, liaison role, agenda approval, and authority to call meetings of independent directors.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non‑employee directors in 2024. |
| Committee chair fees | $0 | Only chairs receive additional retainers; Chan is not a chair. |
| Meeting fees | $0 | No additional meeting fees (except reimbursed expenses). |
| Total Cash (2024) | $100,000 | Per director compensation table. |
- Director compensation framework: Non‑employee directors receive a cash retainer and annual RSU grant; Chair of the Board ($150k), Lead Independent Director ($30k), and Chairs of Audit/Comp/NCG ($30k each) receive additional retainers (not applicable to Chan in 2024).
Performance Compensation
| Equity Element | Grant/Value | Vesting | Comments |
|---|---|---|---|
| Annual RSU grant (policy value) | $190,000 (policy) | Time‑vest over 3 years | Policy value used to size grants at March/April average price. |
| 2024 RSUs granted | 906 units (granted May 23, 2024) | 1/3 on May 1, 2025; 1/3 on May 1, 2026; 1/3 on May 1, 2027 | Time‑based; immediate vest on resignation only if ≥3 full years of Board service and subject to plan acceleration terms. |
| 2024 Stock Awards (ASC 718) | $171,044 (reported) | Accounting grant‑date fair value | As disclosed in the 2024 director compensation table for Chan. |
- Change‑in‑control/acceleration: Annual director equity is subject to acceleration provisions in the equity plan; director annual grants immediately vest upon resignation after ≥3 full years of Board service.
SBAC executive incentive metrics (Compensation Committee oversight context, not applicable to director pay):
| 2024 Annual Incentive Metric | Weight |
|---|---|
| Adjusted EBITDA | 50% |
| Site Leasing Revenue | 25% |
| Qualitative/individual contribution to achieving financial and operational metrics | 25% |
| These metrics are set and overseen by the Compensation Committee on which Chan serves. |
Other Directorships & Interlocks
| Company | Relationship to SBAC | Potential Interlock/Conflict Commentary |
|---|---|---|
| Magna International | Unrelated industry (auto parts) | Information flow/network benefits; limited direct conflict with tower leasing business. |
| CommScope (prior) | Supplier to telecom/network industries | Prior service only; no current related‑party transactions disclosed by SBAC. |
| Dialog Semiconductor (prior) | Semiconductor | Prior service; limited relevance to SBAC’s current operations. |
| Microelectronics Technology (prior) | Wireless products | Prior service; no current SBAC related transaction disclosure. |
- Related‑party transactions: SBAC reported no related‑person transactions requiring disclosure since Jan 1, 2024; Audit Committee reviews and approves any related‑person transactions per policy.
Expertise & Qualifications
- Telecommunications/wireless networks executive with leadership roles across OEMs and infrastructure vendors; led GM’s global 4G LTE connectivity rollout.
- Board governance experience across multiple public companies; current independent director at Magna International.
- Active member of SBAC Compensation and NCG Committees (independence affirmed).
- Compensation governance: Committee uses independent advisers (FW Cook and Norton Rose) with no conflicts; robust clawback and governance policies in place.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 21, 2025) | 7,357 shares | <1% of outstanding; methodology includes options/RSUs vesting within 60 days. |
| RSUs outstanding (Dec 31, 2024) | 1,577 units | As reported in director equity outstanding table. |
| Stock options outstanding (Dec 31, 2024) | 2,912 options | Unexercised; strike/expiry not disclosed in proxy. |
| Ownership guidelines | 5x annual director retainer | Must retain shares until met; 5‑year compliance window; prohibited from hedging and from pledging shares counted toward guideline. |
| Hedging/pledging | Prohibited (hedging); no pledging of shares that count toward guideline | Applies to officers and directors under governance policies. |
Governance Assessment
- Board effectiveness and independence: Chan strengthens sector‑relevant expertise and is independent; active on two core committees (Compensation and NCG). Attendance standards were met across the Board in 2024, and executive sessions are routine—supporting independent oversight.
- Pay alignment and oversight: Director pay is a clean cash/RSU mix with defined values, three‑year vesting, and no meeting fees; Chan’s 2024 pay was $100,000 cash and $171,044 in stock awards (906 RSUs), consistent with policy. The Compensation Committee she serves on employs independent advisers and robust clawbacks and achieved strong say‑on‑pay support (96% in 2024)—positive signals for pay‑for‑performance governance.
- Ownership alignment: Directors must hold 5x the annual retainer, with retention requirements until met and prohibitions on hedging/pledging—strong alignment mechanisms; Chan beneficially owns 7,357 shares with additional unvested RSUs and options outstanding.
- Conflicts and related‑party exposure: SBAC disclosed no related‑person transactions in the period, and Audit/NCG policies require review/approval and recusal—mitigating conflict risks.
- Risk indicators and potential red flags:
- External operating commitment: As COO of Nikola, which filed for voluntary Chapter 11 in Feb 2025, there is potential reputational and time‑commitment risk to monitor. However, SBAC confirms Chan’s independence and no related‑party issues.
- No evidence of hedging/pledging by Chan disclosed; company policy prohibits hedging and pledging of shares used for ownership requirements.
Overall, disclosures support investor confidence in Chan’s independence, relevant expertise, and compensation oversight role; the Nikola restructuring presents a watch item for bandwidth/reputational optics but is offset by SBAC’s governance safeguards and strong shareholder support for compensation programs.