Richard M. Cane
About Richard M. Cane
Richard M. Cane, age 60, is Executive Vice President and President – International at SBA Communications (SBAC) since January 2023, after serving as SVP – International Operations from November 2019 to December 2022 . He holds a B.S. in Electrical Engineering from Bucknell University and an MBA from New York Institute of Technology, and previously held senior operating roles across wireless OEMs and carriers (Ericsson, Motorola/Nokia Siemens Networks, Woosh Wireless, Bell Atlantic International/Grupo Iusacell, PrimeCo) . Under Cane’s remit, 2024 international performance included International Adjusted EBITDA of $444.4 million, International New Builds of 454 sites, and International Organic Lease-Up of $12.1 million . Company‑wide, SBAC delivered 2024 Adjusted EBITDA of $1,894.3 million and AFFO per share of $13.37, reflecting resilient cash generation amid churn and FX headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smart Aerial Solutions | Principal | 2017–2019 | Advised municipalities and startups on 5G/mmWave communications, fiber, smart cities |
| Ericsson | Vice President, Nationwide Field Services (N. America); COO Managed Services for Sprint | 2012–2017 | Led large-scale network field services and carrier managed services operations |
| Motorola/Nokia Siemens Networks | VP, Account Management | Not disclosed | Senior operator/OEM interface; commercial and delivery leadership |
| Woosh Wireless (NZ) | COO | Not disclosed | Operations leadership at nationwide wireless broadband carrier |
| Bell Atlantic International/Grupo Iusacell (Mexico) | CTO | Not disclosed | Technology leadership for international carrier operations |
| PrimeCo Personal Communications (Chicago) | COO | Not disclosed | Market operations leadership in U.S. PCS deployment |
External Roles
No public company directorships or external board roles disclosed for Cane –.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $470,000 | $510,000 |
| All Other Compensation ($) | $18,064 | $17,452 |
Perquisites detail (2024): supplemental medical insurance premiums $13,452 and 401(k) match $4,000 .
Performance Compensation
Annual cash incentive design (2024): 50% Adjusted EBITDA; 25% Site Leasing Revenue; 25% qualitative (financial/operational/leadership objectives). Payout scale: Minimum 50%, Budget 75%, Stretch 100%, Maximum 200% for each metric; qualitative component scored on the same 50–200% scale –.
| Component | Weighting | Target definition | 2024 Actual | % Earned | Cane Payout Attribution |
|---|---|---|---|---|---|
| Adjusted EBITDA (constant FX) ($mm) | 50% | Stretch: $1,935; Budget: $1,897 | $1,916 | 87% | Part of 93.1% total |
| Site Leasing Revenue (constant FX) ($mm) | 25% | Stretch: $2,685; Budget: $2,533 | $2,558 | 88% | Part of 93.1% total |
| Qualitative (International KPIs, leadership, collaboration) | 25% | Scored 50–200% vs predefined goals | Not disclosed | Not disclosed | Part of 93.1% total |
Total 2024 annual bonus earned by Cane: 93.1% of target ($474,810 on $510,000 target) . Example International metrics assigned at the outset (company-level table): International Adjusted EBITDA ($444.4mm), International New Builds (454), International Organic Lease-Up ($12.1mm) .
Long-term equity compensation (granted 3/6/2024): 50% Performance RSUs; 50% Time RSUs for Executive Vice Presidents .
| Grant Type | Metric | Weighting of PSUs | # Units (Target) | Vesting / Performance Curve |
|---|---|---|---|---|
| Performance RSUs | AFFO per share | 60% | 2,777 | 3-year performance (2024–2026); Threshold 50%, Target 100%, Max 200% |
| Performance RSUs | Relative TSR vs MSCI US REIT Index | 20% | 926 | 3-year; 25th pct=50%, 50th=100%, 75th=200% |
| Performance RSUs | ROIC | 20% | 926 | 3-year; Threshold 50%, Target 100%, Max 200% |
| Time RSUs | N/A (time-based) | N/A | 4,628 | Vest in 3 equal annual installments on Mar 6, 2025/2026/2027 |
Grant date fair values and PSU valuation methodology are disclosed at the company level (Monte Carlo for TSR PSUs; closing price for AFFO/ROIC PSUs) –.
Equity Ownership & Alignment
- Beneficial ownership: 6,373 shares; less than 1% of outstanding shares (108,028,122 as of Mar 21, 2025) .
- Unvested vs unearned awards (12/31/2024):
- Unvested time-based RSUs: 6,206 units; market value $1,264,783 .
- Unearned performance-based RSUs: 13,569 units; market/payout value $2,765,362 (at target/max/threshold per metric as disclosed) .
- Options: None disclosed for Cane; outstanding equity is RSUs/PSUs .
- Ownership guidelines: Executive Vice Presidents required to hold at least 3x base salary; 100% of net shares retained until guideline met; shares used to meet requirement cannot be pledged; hedging prohibited .
- Pledging: No pledges disclosed for Cane (pledging notes apply to certain directors elsewhere) –.
Employment Terms
Executive Severance Plan (ESP) coverage for Executive Vice Presidents with double-trigger change-in-control treatment and pro-rata bonus; no tax gross‑ups; benefit continuation; equity acceleration subject to plan rules –.
| Scenario (as of 12/31/2024) | Base Salary | Target Bonus | Pro‑Rata Bonus | Health/Life Benefits | Accelerated Equity | Total |
|---|---|---|---|---|---|---|
| Termination for “good reason” or “without cause” (no CoC) | $510,000 | $510,000 | $510,000 | $13,991 | — | $1,543,991 |
| Termination for “good reason” or “without cause” (with CoC) | $1,020,000 | $1,020,000 | $510,000 | $27,982 | $3,288,313 | $5,866,295 |
Key provisions:
- Double-trigger RSU acceleration post‑CoC upon qualifying termination; retirement policy allows continued/pro‑rata vesting for “Qualified Retirement” with restrictive covenants –.
- Clawbacks: “No‑fault” recoupment policy since 2014 and Dodd‑Frank SEC clawback policy covering incentive compensation upon restatement, regardless of fault –.
Performance & Track Record
- International segment execution: 2024 International Adjusted EBITDA $444.4mm, with strong organic lease‑up ($12.1mm) and continued new builds (454), indicating operational scaling under Cane’s leadership .
- Company TSR and cash metrics: 2024 CAP/TSR disclosure shows $13.37 AFFO per share and cumulative TSR series (company $89.44 vs peer $86.78), evidencing durable shareholder value creation in Cane’s period as EVP – International .
- Say‑on‑pay support: 96% approval at 2024 annual meeting, with program design refinements for 2024 (Site Leasing Revenue added; ROIC added to PSUs) reflecting investor engagement –.
Compensation Committee Analysis
- Peer group approach balances REIT and communications infrastructure comparables; SBA targets EVP cash comp near median and uses “at‑risk” LTIs to calibrate total direct compensation –.
- 2024 annual plan: financial mix shifted to Adjusted EBITDA (50%) and Site Leasing Revenue (25%) to avoid metric duplication with LTIs; qualitative component streamlined to 25% focusing on cross‑functional leadership and succession planning amid executive transitions –.
- 2024 LTI: Performance RSUs diversified across AFFO per share (60%), Relative TSR (20%), and ROIC (20%), with 3‑year measurement and symmetric 50–200% payout curves –.
Risk Indicators & Red Flags
- Hedging/pledging prohibited for guideline shares; hedging broadly prohibited; no tax gross‑ups; no pension/SERP; equity acceleration is double‑trigger only (strong governance) .
- Related party transactions: none required to be reported since Jan 1, 2024 .
- Insider trading policy restricts trading windows; options use and repricing prohibited; no liberal CoC definitions in plans .
Compensation & Ownership Tables (Multi‑Year)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $470,000 | $510,000 |
| Stock Awards ($) | $1,629,881 | $2,043,892 |
| Non‑Equity Incentive ($) | $550,840 | $474,810 |
| All Other Compensation ($) | $18,064 | $17,452 |
| Total ($) | $2,668,785 | $3,046,154 |
| 2024 Equity Grants (3/6/2024) | Units | Grant Date Detail |
|---|---|---|
| Time RSUs | 4,628 | Vest Mar 6, 2025/2026/2027 |
| PSUs – AFFO per share | 2,777 | 3‑year; Threshold 50%, Target 100%, Max 200% |
| PSUs – Relative TSR (MSCI US REIT Index) | 926 | 3‑year; 25th=50%, 50th=100%, 75th=200% |
| PSUs – ROIC | 926 | 3‑year; Threshold 50%, Target 100%, Max 200% |
| Ownership & Unvested Equity (12/31/2024) | Count | Market/Value |
|---|---|---|
| Beneficially Owned Shares | 6,373 | <1% of 108,028,122 |
| Unvested RSUs (Total) | 6,206 | $1,264,783 |
| Unearned PSUs (Total) | 13,569 | $2,765,362 |
Investment Implications
- Strong pay‑for‑performance alignment: Cane’s 2024 bonus paid at 93.1% of target with clear linkage to Adjusted EBITDA and Site Leasing Revenue, while LTIs are majority performance‑based across AFFO, ROIC, and Relative TSR (reduces windfall risk) –.
- Vesting calendar and potential selling pressure: Time RSUs vest annually on Mar 6 through 2027; PSUs conclude after 3‑year cycles—expect periodic settlement‑related liquidity events but hedging is prohibited and ownership guidelines require retention until compliance (mitigates near‑term sell pressure) .
- Retention risk contained: Executive Severance Plan with double‑trigger CoC acceleration and competitive cash severance (1x/2x) supports retention through cycles; no tax gross‑ups and strong clawbacks reflect governance discipline – –.
- Execution track record: International metrics show sustained EBITDA and build activity under Cane; combined with company AFFO/EBITDA resilience, compensation appears calibrated to value creation vectors relevant to Cane’s scope .